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

 Date of report (Date of earliest event reported) September 4, 1997
                              
                              
                  THE E. W. SCRIPPS COMPANY
   (Exact name of registrant as specified in its charter)
                              
                              
                              
                              
        Ohio                            33-43989           31-1223339
(State or other jurisdiction of  (Commission File Number) (I.R.S. Employer
incorporation or organization)                            Identification Number)

   312 Walnut Street
   Cincinnati, Ohio                                           45202
(Address of principal executive offices)                     (Zip Code)

 Registrant's telephone number, including area code:  (513) 977-3000

                          Not Applicable
   (Former name, former address and former fiscal year, if
                 changed since last report.)
                              
<PAGE>
                              
                  THE E. W. SCRIPPS COMPANY
                              
 INDEX TO CURRENT REPORT ON FORM 8-K DATED SEPTEMBER 4, 1997
                              
                              

Item No.                                                      Page

 2.  Acquisition or Disposition of Assets                       3
 7.  Financial Statements and Exhibits
       (A)  Financial Statements of Businesses Acquired         4
       (B)  Pro Forma Financial Information                     4
       (C)  Exhibits                                            4

<PAGE>

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

On May 16, 1997, The E. W. Scripps Company ("Company")
agreed to acquire the newspaper and broadcast operations of
Harte-Hanks Communications ("Harte-Hanks") for $775 million, plus 
working capital, in cash.  The Harte-Hanks newspaper and broadcast 
operations include daily newspapers in Abilene, Corpus Christi, Plano,
San Angelo and Wichita Falls, Texas, a daily newspaper in
Anderson, South Carolina (collectively the "HHC Newspaper
Operations"), and a television and radio station in San
Antonio, Texas (the "HHC Broadcast Operations").  The acquisition
of the HHC Newspaper Operations will increase the Company's separate
newspaper markets to 21 and its total circulation to approximately
1.5 million daily and 1.6 million Sunday.  The Company
expects to complete the acquisition in October 1997.

On September 4, 1997, the Company agreed to sell the HHC
Broadcast Operations to certain subsidiaries of A.H. Belo Corporation
("Belo").  The Company will receive $75 million in cash and Belo's 
approximate 58% controlling interest in The Television Food 
Network, G.P. ("TVFN,"  a 24-hour cable television network).  
The amount of cash the Company will receive will be adjusted
based upon the positive or negative working capital of TVFN
and the HHC Broadcast Operations at the closing date.  Immediately 
after the Company closes the purchase of the HHC Newspaper and
Broadcast Operations, Belo will pay the Company $37.5
million and will transfer its interest in TVFN to the
Company.  Belo will operate the HHC Broadcast Operations
under a Local Marketing Agreement until the Federal
Communications Commission ("FCC") approves the transfer of
the HHC Broadcast Operations' FCC licenses to Belo, at which
time the sale of the HHC Broadcast Operations will be
completed and Belo will pay the Company the balance of the
purchase price. Based on information provided to the Company,
TVFN had approximately 26.5 million subscribers at June 30, 1997.
The Company expects to complete the sale of the HHC Broadcast Operations
by the end of 1997.

The Company expects to finance the acquisitions through
existing cash and short-term investments, issuing $100
million of five-year and $100 million of ten-year notes,
and additional borrowings under or supported by Competitive 
Advance and Revolving Credit Facility Agreements ("Variable Rate 
Credit Facilities").  The total amount and mix of the five-year
and ten-year notes may be adjusted based upon market conditions.
The Variable Rate Credit Facilities will collectively permit 
aggregate borrowings up to $800 million.  The Variable Rate Credit 
Facilities will be comprised of two unsecured lines, one limited to 
$400 million principal amount maturing in one year,
and the other limited to $400 million principal amount maturing
in five years.  Borrowings under the Variable Rate Credit 
Facilities will be available on a committed revolving credit 
basis at any of three short-term rates (including the prime
rate) or through an auction procedure at the time of each 
borrowing allowing banks to offer lower rates.  The Varaible
Rate Credit Facilities may also be used by the Company in whole
or in part, in lieu of direct borrowings, as credit support
for a commercial paper program to be established by the Company.

The acquisition of the HHC Newspaper and Broadcast
Operations, the subsequent sale of the HHC Broadcast
Operations to Belo, the acquisition of Belo's controlling
interest in TVFN and the related borrowings are
collectively referred to as the "Transactions."

The Transactions are expected to result in 10% to 15%
percent dilution to the Company's net income during the
first year of ownership.

<PAGE>

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

(A)   Financial Statements of Businesses Acquired

      The financial statements required by this item appear
      at page F-1 of this Current Report on Form 8-K.

(B)   Pro Forma Financial Information

      The pro forma financial information required by this
      item appears at page P-1 of this Current Report on
      Form 8-K.

(C)   Exhibits

      The information required by this item appears at page
      E-1 of this Current Report on Form 8-K.




                         SIGNATURES


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


                              THE E. W. SCRIPPS COMPANY




Dated:  September 25, 1997    By:  /s/ D. J. Castellini

                                D. J. Castellini
                                Senior Vice President,
                                Finance & Administration

<PAGE>

                  THE E. W. SCRIPPS COMPANY
                              
    INDEX TO FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
                              
                              

Harte-Hanks Newspapers
  Financial Statements as of December 31, 1996, and for the
  Three Years Then Ended                                          F-2
  Financial Statements as of June 30, 1997, and for the Six
  Months Then Ended                                              F-15
  
Harte-Hanks Television
  Financial Statements as of December 31, 1996, and for the
  Three Years Then Ended                                         F-20
  Financial Statements as of June 30, 1997, and for the Six
  Months Then Ended                                              F-32
  
Television Food Network, G.P.
  Financial Statements as of December 31, 1996, and for the
     Three Years Then Ended, and as of June 30, 1997, and for
     the Six Months Ended June 30, 1997, and June 30, 1996       F-37

<PAGE>

                   HARTE-HANKS NEWSPAPERS
                              
  Financial Statements as of December 31, 1996, and for the
                   Three Years Then Ended

Balance Sheets                                        F-3
Statements of Operations                              F-4
Statements of Cash Flows                              F-5
Notes to Financial Statements                         F-6
Independent Auditors' Report                         F-14

<PAGE>
<TABLE>
HARTE-HANKS NEWSPAPERS
BALANCE SHEETS
<CAPTION>
                                                         December 31,
In thousands                                           1996       1995

<S>                                                <C>           <C>
ASSETS
Current assets
  Cash                                             $   2,498     $  1,257
  Accounts receivable (less allowance for doubtful
     accounts of $808 in 1996 and $776 in 1995)       14,903       13,679
  Inventory                                            4,679        8,698
  Prepaid expense                                        852          628
  Other current assets                                 1,391        1,402
       Total current assets                           24,323       25,664
Property, plant and equipment
  Land                                                 4,381        4,381
  Buildings and improvements                          18,640       18,341
  Equipment and furniture                             51,496       52,124
                                                      74,517       74,846
  Less accumulated depreciation                       41,664       40,728
                                                      32,853       34,118
  Construction and equipment installations in progress   170          243
       Net property, plant and equipment              33,023       34,361
Intangible and other assets
  Goodwill (less accumulated amortization
     of $58,746 in 1996 and $54,109 in 1995)         128,661      133,298
  Receivable from Harte-Hanks Communications, Inc.   122,980       99,204
  Other assets                                            79           56
       Total intangible and other assets             251,720      232,558
       Total assets                                 $309,066     $292,583

LIABILITIES AND  EQUITY
  Accounts payable                                  $  2,532     $  2,861
  Accrued payroll and related expenses                 3,590        3,456
  Customer deposits                                    3,567        3,667
  Other current liabilities                            1,874        1,760
       Total current liabilities                      11,563       11,744
Deferred income tax liability                          5,546        5,315
Other long term liabilities                            1,083          931
       Total liabilities                              18,192       17,990

Equity                                               290,874      274,593
       Total liabilities and equity                 $309,066     $292,583
</TABLE>

<PAGE>

<TABLE>
HARTE-HANKS NEWSPAPERS
STATEMENTS OF OPERATIONS
<CAPTION>
                                                Year Ended December 31,
In thousands                                   1996        1995       1994

<S>                                        <C>          <C>        <C>
Revenues                                   $ 124,313    $ 117,744  $ 110,949
Operating expenses
  Payroll                                     41,023       40,547     40,800
  Production and distribution                 32,170       29,091     24,852
  Advertising, selling, general
     and administrative                       13,302       12,684     12,520
  Depreciation                                 3,927        3,735      3,438
  Goodwill amortization                        4,637        4,637      4,637
                                              95,059       90,694     86,247
Operating income                              29,254       27,050     24,702
Other expenses (income)                         (32)          116        192

Income before income taxes                    29,286       26,934     24,510
Income tax expense                            13,005       12,091     11,160
Net income                                 $  16,281    $  14,843  $  13,350
</TABLE>

<PAGE>

<TABLE>
HARTE-HANKS NEWSPAPERS
STATEMENTS OF CASH FLOWS
<CAPTION>
                                                  Year Ended December 31,
In thousands                                    1996        1995       1994

<S>                                          <C>         <C>         <C>
Cash Flows from Operating Activities
  Net income                                 $ 16,281    $ 14,843    $ 13,350
  Adjustments to reconcile net income
     to net cash provided by operating
     activities:
       Depreciation                             3,927       3,735       3,438
       Goodwill amortization                    4,637       4,637       4,637
       Amortization of option related
            compensation                          217         274         315
       Deferred income taxes                      211         346       (201)
       Other, net                                (55)         116         192

Changes in operating assets and liabilities:
     Increase in accounts receivable, net     (1,224)       (473)     (1,177)
     Decrease (increase) in inventory           4,019     (2,908)     (3,155)
     Decrease (increase) in prepaid expenses
       and other current assets                 (173)       (149)         222
     Increase (decrease) in accounts payable    (330)        (44)         446
     Increase in other accrued expenses and
       other liabilities                          128         643         589
     Other, net                                  (65)       (341)       (158)
  Net cash provided by operating activities    27,573      20,679      18,498

Cash Flows from Investing Activities
  Purchases of property, plant and
     equipment                                (2,826)     (3,544)     (4,258)
  Proceeds from the sale of property,
     plant and equipment                          270         187         193
  Net cash (used in) investing activities     (2,556)     (3,357)     (4,065)

Cash Flows from Financing Activities
  Distributions to Harte-Hanks
     Communications, Inc., including
     payments for income taxes               (23,776)    (17,007)    (14,308)

Net increase in cash                            1,241         315         125
Cash at beginning of period                     1,257         942         817
Cash at end of period                        $  2,498    $  1,257     $   942
</TABLE>

<PAGE>

Note  A  -  Basis of Presentation and Significant Accounting Policies

Basis of Presentation
The  accompanying financial statements present the financial
position  of  Harte-Hanks Newspapers (the  "Company").   The
financial   statements  exclude  all  assets,   liabilities,
revenues  and  expenses of Harte-Hanks Communications,  Inc.
and   its   subsidiaries  other  than  assets,  liabilities,
revenues and expenses of its newspapers business.

The  financial  statements have  been  prepared  as  if  the
newspapers  business had operated as an  independent,  stand
alone  entity for all periods presented. Except as described
below,  such  financial statements have been prepared  using
the  historical basis of accounting and include the  assets,
liabilities, revenues, expenses and income taxes  of  Harte-
Hanks' newspapers business.

In  March  1995, Harte-Hanks Communications, Inc.  sold  its
suburban  Boston  community newspapers. As these  newspapers
ceased to be a part of Harte-Hanks Newspapers in 1995, their
assets,   liabilities,  revenues  and  expenses  have   been
excluded from these  financial statements. In addition,  all
related    gain   on   divestiture   as    well    as    tax
assets/liabilities  which resulted  from  this  transaction,
have been excluded from these  financial statements for  all
years presented.

These financial statements do not include any liabilities or
disclosure  related to the Company's employee benefit  plans
other than as disclosed in note C.  However, the cost of all
employee  benefit plans which relate to employees of  Harte-
Hanks  Newspapers is included in these financial statements.
Intercompany balances and transactions have been eliminated.
Direct expenses incurred by Harte-Hanks Communications, Inc.
on behalf of the Company are identified and allocated to the
Company  based  on the actual costs incurred. Any  remaining
indirect  expenses  incurred by Harte-Hanks  Communications,
Inc.  have  not been allocated to the Company  because  they
have  been  insignificant.  Management  believes  that  this
method of allocation is reasonable and that such costs would
not  be materially different if they had been incurred  with
unaffiliated third parties.

Certain  prior  year  amounts  have  been  reclassified  for
comparative purposes.

Inventory
Inventory,  consisting  primarily  of  newsprint  and  other
operating  supplies, is stated at the lower of cost  (first-
in, first-out method) or market.

Property, Plant and Equipment
Property,  plant and equipment are stated on  the  basis  of
cost.  Depreciation of buildings and equipment  is  computed
generally on the straight-line method at rates calculated to
amortize the cost of the assets over their useful lives. The
general ranges of estimated useful lives are:

  Buildings and improvements                 10 to 40 years
  Equipment and furniture                     4 to 20 years

<PAGE>

Goodwill
Goodwill  is  stated  on  the basis  of  cost,  adjusted  as
discussed  below, and is amortized on a straight-line  basis
over 40-year periods.

For  each  of  its  investments, the  Company  assesses  the
recoverability  of its goodwill by determining  whether  the
amortization of the goodwill balance over its remaining life
can  be recovered through projected undiscounted future cash
flows  over the remaining amortization period. If  projected
undiscounted  future  cash flows indicate  that  unamortized
goodwill  and the net book value of long-lived  assets  will
not  be  recovered, net goodwill is adjusted  to  an  amount
consistent with projected discounted future cash flows. Cash
flow   projections  are  based  on  trends   of   historical
performance and management's estimate of future performance,
giving consideration to existing and anticipated competitive
and economic conditions.

Income Taxes
Income  taxes  are calculated using the asset and  liability
method   required  by  Statement  of  Financial   Accounting
Standards  ("SFAS")  No.  109.  Deferred  income  taxes  are
recognized   for   the  tax  consequences   resulting   from
"temporary  differences" by applying enacted  statutory  tax
rates   applicable   to  future  years.   These   "temporary
differences"  are  associated with differences  between  the
financial   and  the  tax  basis  of  existing  assets   and
liabilities. Under SFAS No. 109, a statutory change  in  tax
rates  will be recognized immediately in deferred taxes  and
income.

Use of Estimates
The  preparation of financial statements in conformity  with
generally accepted accounting principles requires management
to  make  estimates and assumptions that affect the reported
amounts  of  assets  and liabilities  at  the  date  of  the
financial  statements and the reported amounts  of  revenues
and  expenses  during the reporting period.  Actual  results
could differ from those estimates.

Note B - Income Taxes

The components of income tax expense are as follows:

<TABLE>
<CAPTION>
                                             Year Ended December 31,
In thousands                                1996       1995      1994
<S>                                      <C>        <C>        <C>
Current
  Federal                                $ 11,254   $ 10,324   $ 10,003
  State and local                           1,540      1,421      1,357
     Total current                       $ 12,794   $ 11,745   $ 11,360
Deferred
  Federal                                $    188   $    307   $  (178)
  State and local                              23         39       (22)
     Total deferred                      $    211   $    346   $  (200)
</TABLE>
<PAGE>

The  differences  between total income tax expense  and  the
amount computed by applying the statutory Federal income tax
rate to income before income taxes were as follows:

<TABLE>
<CAPTION>

                                             Year Ended December 31,
In thousands                               1996         1995           1994

<S>                                      <C>      <C>  <C>      <C>  <C>     <C>
Computed expected income tax expense     $10,251  35%  $ 9,427  35%  $ 8,579 35%
Effect of goodwill amortization            1,622   6%    1,622   6%    1,622  7%
Net effect of state income taxes           1,016   3%      949   4%      867  4%
Other, net                                   116   -        93   -        92  -

Income tax expense for the period        $13,005  44%  $12,091  45%  $11,160 46%
</TABLE>

The  tax effects of temporary differences that gave rise  to
significant portions of the deferred tax assets and deferred
tax liabilities were as follows:

<TABLE>
<CAPTION>
                                                          December 31,
In thousands                                            1996       1995

<S>                                                  <C>       <C>
Deferred tax assets:
  Accrued vacation pay                               $    472  $    503
  Accrued stock option liability                          371       326
  Accounts receivable, net                                283       272
  Other, net                                               18         9
     Total gross deferred tax assets                    1,144     1,110
Deferred tax liabilities:
  State income tax                                      (352)     (337)
   Property, plant and equipment                      (5,546)   (5,315)
     Total gross deferred tax liabilities             (5,898)   (5,652)
      Net  deferred tax liability                    $(4,754)  $(4,542)
</TABLE>


The net deferred tax liability is recorded both as a current
deferred   income  tax  benefit  and  as  other  long   term
liabilities  based upon the classification  of  the  related
temporary  difference.  In  assessing  the  reliability   of
deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax
assets  will  not be realized. The ultimate  realization  of
deferred  tax  assets is dependent upon  the  generation  of
future  taxable  income during the periods  in  which  those
temporary    differences   become   deductible.   Management
considers   the   scheduled   reversal   of   deferred   tax
liabilities,   recoverable  taxes  paid,  projected   future
taxable  income and tax planning strategies in  making  this
assessment. Based on the level of historical taxable income,
the  reversal  of  existing  deferred  tax  liabilities  and
projections for future taxable income over the periods which
the deferred tax assets are deductible at December 31, 1996,
management  believes it is more likely than not the  Company
will realize the benefits of these deductible differences.

<PAGE>

Note C - Employee Benefit Plans

Harte-Hanks Communications, Inc. maintains a defined benefit
pension  plan  for  which  most  of  Harte-Hanks  Newspapers
employees  are  eligible. Benefits are  based  on  years  of
service and the employee's compensation for the five highest
consecutive  years of salary during the last  ten  years  of
service.   Benefits vest to the participants upon completion
of  five years of service or upon reaching age 65, whichever
is  earlier. Harte-Hanks' policy is to accrue as expense  an
amount  computed  by its actuary and to fund  at  least  the
minimum amount required by ERISA.

In 1994, the Harte-Hanks Communications, Inc. adopted a non-
qualified, supplemental pension plan covering certain Harte-
Hanks  Newspapers employees, which provides for  incremental
pension  payments  so  that  total  pension  payments  equal
amounts  that  would  have been payable from  the  principal
pension  plan  if  it  were not for limitations  imposed  by
income tax regulation.

In  determining  the 1996, 1995 and 1994  actuarial  present
value of benefit obligations, discount rates of 7 3/4%, 7 1/4%
and 8% were used, respectively.   The assumed annual rate of
increase  in  future compensation levels  was  4%,  and  the
expected  long term rate of return on plan assets  was  10%.
Pension expense for the years ended December 31, 1996,  1995
and 1994 was $828, $823 and $789, respectively.

Harte-Hanks Communications, Inc. also sponsors a 401(k) plan
which  provides  employees  of Harte-Hanks  Newspapers  with
additional  income upon retirement.  The Company  matches  a
portion  of  employees' voluntary before-tax  contributions.
Employees  are  fully vested in their own contributions  and
vest  in  the  Company's matching contributions  upon  three
years  of service. Contributions made during the years ended
December  31, 1996, 1995 and 1994 were $199, $205 and  $167,
respectively.

The  1994  Harte-Hanks Communications, Inc.  Employee  Stock
Purchase Plan provides for a total of 450,000 shares  to  be
sold   to   participating  employees  at   all   Harte-Hanks
subsidiaries  at 85% of the fair market value  at  specified
quarterly investment dates.  At December 31, 1996, 1995  and
1994,   Harte-Hanks  Newspapers  had  $71,  $71   and   $69,
respectively recorded as a liability for amounts withheld by
the  Company  to  be  used for the purchase  of  Harte-Hanks
Communications, Inc. shares in the subsequent January.

All  costs related to the above described plans are recorded
in  the  Harte-Hanks Newspapers financial statements to  the
extent  that these costs relate to the employees  of  Harte-
Hanks Newspapers.

Note D - Equity

A summary of changes in equity is as follows:

<TABLE>
<CAPTION>
                                             Years Ended December 31,
                                           1996        1995       1994

<S>                                     <C>         <C>        <C>
Beginning balance                       $ 274,593   $ 259,750  $ 246,400
Net earnings.                              16,281      14,843     13,350
Ending balance                          $ 290,874   $ 274,593  $ 259,750
</TABLE>

<PAGE>

Note E - Stock Option Plans

1984 Plan
In  1984, Harte-Hanks Communications, Inc. adopted  a  Stock
Option  Plan  ("1984 Plan") pursuant to which it  issued  to
officers  and  key employees options to purchase  shares  of
common  stock  at prices equal to the market  price  on  the
grant  date.  Market price was determined by  the  Board  of
Directors for purposes of granting stock options and  making
repurchase  offers.  Options granted  under  the  1984  Plan
become  exercisable  five years after  date  of  grant.   At
December  31, 1996, 1995 and 1994, options held by employees
of Harte-Hanks Newspapers to purchase 96,800 shares, 107,400
shares  and  149,400 shares, respectively, were  outstanding
under the 1984 Plan, with exercise prices ranging from $3.33
to  $6.67  per share. No additional options will be  granted
under the 1984 Plan.

1991 Plan
Harte-Hanks  Communications, Inc.  adopted  the  1991  Stock
Option Plan ("1991 Plan") pursuant to which it may issue  to
officers  and  key  employees  options  to  purchase  up  to
3,000,000 shares of common stock.  Options have been granted
to  certain employees of the Company at prices equal to  the
market price on the grant date ("market price options")  and
at prices below market price ("performance options").  As of
December 31, 1996, 1995 and 1994, market price options  held
by  employees of Harte-Hanks Newspapers to purchase  302,075
shares,  258,675  shares and 235,200  shares,  respectively,
were outstanding with exercise prices ranging from $6.67  to
$25.38  per  share.  Market price options become exercisable
after the fifth anniversary of their date of grant.

At  December 31, 1996, 1995 and 1994 performance options  to
purchase 110,300 shares, 107,100 shares and 116,850  shares,
respectively, were outstanding with exercise prices  ranging
from  $0.67  to  $2.00  per share.  The performance  options
become exercisable after the third anniversary of their date
of grant, and the extent to which they become exercisable at
that  time  depends  upon the extent  to  which  Harte-Hanks
Communications,  Inc.  achieves  certain  goals  which   are
established  at  the  time  the options  are  granted.  That
portion  of  the performance options which does  not  become
exercisable  on the third anniversary of the date  of  grant
becomes exercisable after the ninth anniversary of the  date
of  grant. Compensation expense of $217, $274 and  $315  was
recognized  by  Harte-Hanks Newspapers for  the  performance
options held by employees of Harte-Hanks Newspapers for  the
years ended December 31, 1996, 1995 and 1994, respectively.

<PAGE>

The following summarizes stock option plans activity:

<TABLE>
<CAPTION>
                              Number            Weighted Average
                             of Shares            Option Price

<S>                          <C>                    <C>
Options outstanding
  at January 1, 1994          507,000               $   4.95
  Granted                      34,950                   7.92
  Exercised                  (40,500)                   3.04

Options outstanding
  at December 31, 1994        501,450                   5.30
  Granted                      59,100                  10.34
  Exercised                  (60,750)                   4.28
  Cancelled                  (26,625)                   7.47

Options outstanding
  at December 31, 1995        473,175                   5.94
  Granted                      67,450                  18.40
  Exercised                  (18,100)                   4.19
  Cancelled                  (13,350)                  11.93

Options outstanding at
  December 31, 1996           509,175                   7.51

Exercisable at
  December 31, 1996           207,050                   4.18
</TABLE>

The  Company  has adopted the disclosure-only provisions  of
Statement  of  Financial  Accounting  Standards   No.   123,
"Accounting for Stock-Based Compensation."  Accordingly,  no
compensation expense has been recognized for options granted
where the exercise price is equal to the market price of the
underlying  stock  at the date of grant.  The  Company  does
recognize  compensation  expense for  options  whose  market
price of the underlying stock exceeds the exercise price  on
the  date  of  grant  under  the  provisions  of  Accounting
Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," as permitted under SFAS No. 123.

<PAGE>

Had  compensation  expense for the  Company's  options  been
determined  based on the fair value at the  grant  date  for
awards in 1996 and 1995, the Company's net income would have
been reduced to the proforma amounts indicated below.

<TABLE>
<CAPTION>
                                                Year Ended December 31,
In thousands, except per share amounts              1996        1995
  <S>                                            <C>         <C>
  Net income - as  reported                      $  16,281   $  14,843
  Net income - proforma                             16,190      14,816
</TABLE>


The fair value of each option grant is estimated on the date
of  grant using the Black-Scholes option pricing model  with
the  following weighted-average assumptions used for  grants
in 1996 and 1995:

<TABLE>
<CAPTION>
                                            Year Ended December 31,
                                                1996       1995

  <S>                                        <C>         <C>
  Expected dividends yield                       0.3%       0.3%
  Expected stock price volatility               22.1%      21.3%
  Risk-free interest rate                        6.4%       6.4%
  Expected life of options                   3-10 years  3-10 years
</TABLE>


The  weighted-average  fair value of  market  price  options
granted   during  1996  and  1995  was  $7.64   and   $5.52,
respectively.  The weighted-average fair value and  exercise
price  of performance options was $15.01 and $1.25 in  1996,
and $12.15 and $0.67 in 1995, respectively.

Note F - Fair Value of Financial Instruments
Because  of  their  maturities and/or  interest  rates,  the
Company's   financial  instruments   have   a   fair   value
approximating  their  carrying  value.   These   instruments
include    accounts   receivable,   trade   payables,    and
miscellaneous notes receivable and payable.

Note G - Commitments and Contingencies
The Company has pending claims incurred in the normal course
of  business which, in the opinion of management, and  legal
counsel, can be disposed of without material effect  on  the
accompanying  financial statements.

<PAGE>

Note H - Leases
The  Company leases certain real estate and equipment  under
various operating leases. Most of the leases contain renewal
options  for varying periods of time. The total rent expense
under all operating leases was $1,054, $994 and $806 for the
years ended December 31, 1996, 1995 and 1994, respectively.

The   future  minimum  rental  commitments  for   all   non-
cancellable  operating leases with terms in  excess  of  one
year as of December 31, 1996 are as follows:

                            In thousands
1997                          $    812
1998                               726
1999                               556
2000                               409
2001                               244
After 2001                         207
    Total                     $  2,954

<PAGE>



                INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Harte-Hanks Communications, Inc.:


We  have  audited the accompanying balance sheets of  Harte-
Hanks  Newspapers as of December 31, 1996 and 1995, and  the
related  statements of operations and cash flows for each of
the  years in the three-year period ended December 31, 1996.
These  financial statements are the responsibility of Harte-
Hanks  Communications, Inc.'s management. Our responsibility
is to express an opinion on these financial statements based
on our audits.

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

The  accompanying financial statements were prepared on  the
basis  of presentation described in note A, and include  the
assets,  liabilities, revenues and expenses  of  Harte-Hanks
Newspapers.

In  our opinion, the financial statements referred to  above
present  fairly,  in  all material respects,  the  financial
position  of Harte-Hanks Newspapers as of December 31,  1996
and 1995, and the results of their operations and their cash
flows  for each of the years in the three-year period  ended
December  31,  1996, pursuant to the basis  of  presentation
described  in note A, in conformity with generally  accepted
accounting principles.


KPMG Peat Marwick LLP
San Antonio, Texas
April 14, 1997

<PAGE>



                   HARTE-HANKS NEWSPAPERS
                              
  Financial Statements as of June 30, 1997, and for the Six
                      Months Then Ended

Balance Sheets                                       F-16
Statements of Operations                             F-17
Statements of Cash Flows                             F-18
Notes to Financial Statements                        F-19

<PAGE>

<TABLE>
HARTE-HANKS NEWSPAPERS                                                                                                             
BALANCE SHEETS                                                                                                                     
<CAPTION>
                                                                                                                                   
                                                                                                    June 30,                       
In Thousands                                                                           1997                      1996              
                                                                                                                                   
<S>                                                                           <C>                       <C>             
ASSETS                                                                                                                             
Current assets                                                                                                                     
     Cash                                                                     $              1,669      $              1,707       
     Accounts receivable (less allowance for doubtful                                                                              
          accounts of $746 in 1997 and $830 in 1996)                                        12,926                    13,002       
     Inventory                                                                               4,203                     7,981       
     Prepaid expenses                                                                          559                       338       
     Other current assets                                                                    1,390                     1,380       
          Total current assets                                                              20,747                    24,408       
                                                                                                                                   
Property, plant and equipment                                                                                                      
     Land                                                                                    4,381                     4,381       
     Buildings and improvements                                                             18,770                    18,560       
     Equipment and furniture                                                                52,012                    52,887       
                                                                                            75,163                    75,828       
     Less accumulated depreciation                                                          43,174                    42,584       
                                                                                            31,989                    33,244       
     Construction and equipment installations in progress                                      963                       691       
          Net property, plant and equipment                                                 32,952                    33,935       
                                                                                                                                   
Intangible and other assets                                                                                                        
     Goodwill (less accumulated amortization of                                                                                    
          $61,064 in 1997 and $56,427 in 1996)                                             126,343                   130,980       
     Receivable from Harte-Hanks Communications, Inc.                                      135,377                   108,157       
     Other assets                                                                               77                        76       
          Total intangible and other assets                                                261,797                   239,213       
                                                                                                                                   
          Total assets                                                        $            315,496      $            297,556       
                                                                                                                                   
LIABILITIES AND EQUITY                                                                                                             
Current Liabilities                                                                                                                
     Accounts payable                                                         $              2,137      $              2,502       
     Accrued payroll and related expenses                                                    3,168                     2,959       
     Customer deposits                                                                       3,703                     3,731       
     Other current liabilities                                                               1,553                     1,379       
          Total current liabilities                                                         10,561                    10,571       
                                                                                                                                   
     Deferred income tax liability                                                           5,403                     5,313       
     Other long term liabilities                                                                20                        23       
          Total liabilities                                                                 15,984                    15,907       
                                                                                                                                   
     Equity                                                                                299,512                   281,649       
                                                                                                                                   
          Total liabilities and equity                                        $            315,496      $            297,556       
</TABLE>
<PAGE>


<TABLE>
HARTE-HANKS NEWSPAPERS                                                                                                      
STATEMENTS OF OPERATIONS                                                                                                    
<CAPTION>
                                                                                                                            
                                                                                     For the Six Months Ended June 30,
In Thousands                                                                           1997                      1996
                                                                                                                            
<S>                                                                           <C>                       <C>              
Operating revenues                                                            $             62,517      $             60,139
Operating expenses                                                                                                          
     Payroll                                                                                21,407                    20,420
     Production and distribution                                                            14,453                    15,953
     Advertising, selling, general and administrative                                        6,635                     6,522
     Depreciation                                                                            2,025                     1,958
     Goodwill amortization                                                                   2,318                     2,318
                                                                                            46,838                    47,171
Operating income                                                                            15,679                    12,968
Other expenses (income)                                                                         26                      (51)
Income before income tax expense                                                            15,653                    13,019
Income tax expense                                                                           7,015                     5,963
Net income                                                                    $              8,638      $              7,056
</TABLE>

<PAGE>


<TABLE>
HARTE-HANKS NEWSPAPERS                                                                                                             
STATEMENTS OF CASH FLOWS                                                                                                           
<CAPTION>
                                                                                                                                   
                                                                                      For the Six Months Ended June 30,
In Thousands                                                                           1997                      1996              
                                                                                                                                   
<S>                                                                           <C>                       <C>            
Operating Activities                                                                                                               
     Net income                                                               $              8,638      $              7,056       
     Adjustments to reconcile net income to net cash                                                                               
          provided by operating activities:                                                                                        
          Depreciation                                                                       2,025                     1,958       
          Goodwill amortization                                                              2,318                     2,318       
          Deferred income taxes                                                              (134)                       (2)       
          Other, net                                                                           137                        74       
     Changes in operating assets and liabilities                                                                                   
          Decrease in accounts receivable, net                                               1,977                       677       
          Decrease in inventory                                                                476                       717       
          Decrease in prepaid expenses and other current assets                                285                       312       
          Increase (decrease) in accounts payable                                            (395)                     (359)       
          Increase (decrease) in other accrued expenses                                                                            
               and other liabilities                                                         (607)                     (814)       
          Other, net                                                                         (150)                      (57)       
               Net cash provided by operating activities                                    14,570                    11,880       
                                                                                                                                   
Investing Activities:                                                                                                              
     Purchases of property, plant and equipment                                            (1,846)                   (1,510)       
     Proceeds from the sale of property, plant and equipment                                    15                        90       
               Net cash used in investing activities                                       (1,831)                   (1,420)       
                                                                                                                                   
Financing Activities:                                                                                                              
     Distributions to Harte-Hanks Communications, Inc.                                                                             
          including payments for income taxes                                             (13,568)                  (10,010)       
                                                                                                                                   
Net increase (decrease) in cash                                                              (829)                       450       
                                                                                                                                   
Cash at beginning period                                                                     2,498                     1,257       
Cash at end of period                                                         $              1,669      $              1,707       
</TABLE>


<PAGE>


Note  A  -  Basis of Presentation and Significant Accounting Policies

Basis of Presentation
The financial statements have been prepared in accordance
with generally accepted accounting principles for interim
financial information.  The information disclosed in the
notes to financial statements for the year ended December
31, 1996 has not changed materially.  In management's
opinion all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the interim
periods have been made.

Results of operations are not necessarily indicative of the
results that may be expected for future interim periods or
for the full year.


<PAGE>


                   HARTE-HANKS TELEVISION
                              
  Financial Statements as of December 31, 1996, and for the
                   Three Years Then Ended

Balance Sheets                                       F-21
Statements of Operations                             F-22
Statements of Cash Flows                             F-23
Notes to Financial Statements                        F-24
Independent Auditors' Report                         F-31

<PAGE>
                              
<TABLE>
HARTE-HANKS TELEVISION
BALANCE SHEETS
<CAPTION>
                                                           December 31,
In thousands                                            1996       1995

<S>                                                    <C>       <C>
ASSETS                                                                   
Current assets                                                          
  Cash                                                 $    228  $    338
  Accounts receivable (less allowance for doubtful
     accounts of $67 in 1996 and $47 in 1995)             5,146     5,208
  Inventory                                                  29        30
  Prepaid expense                                           261       237
  Film contracts                                          1,517     1,203
  Other current assets                                      188       191
       Total current assets                               7,369     7,207
Property, plant and equipment
  Land                                                      354       354
  Buildings and improvements                              6,169     6,169
  Equipment and furniture                                11,701    10,939
                                                         18,224    17,462
  Less accumulated depreciation                          10,621     9,537
                                                          7,603     7,925
  Construction and equipment installations in progress       67         0
       Net property, plant and equipment                  7,670     7,925
Intangible and other assets
  Goodwill (less accumulated amortization
     of $21,481 in 1996 and $19,733 in 1995)             48,575    50,323
  Receivable from Harte-Hanks Communications, Inc.       34,251    27,665
  Film contracts                                          2,187     1,275
  Other assets                                              232       176
       Total intangible and other assets                 85,245    79,439
       Total assets                                    $100,284  $ 94,571

LIABILITIES AND EQUITY
Current liabilities
  Accounts payable                                     $    685  $    632
  Accrued payroll and related expenses                      727       653
  Film contract payable                                   1,581     1,145
  Other current liabilities                                  37       369
       Total current liabilities                          3,030     2,799
Film contract payable                                     1,488       985
Deferred income tax liability                             1,841     1,780
Other long term liabilities                                 489       532
       Total liabilities                                  6,848     6,096
Equity                                                   93,436    88,475
       Total liabilities and equity                    $100,284  $ 94,571
</TABLE>
<PAGE>

<TABLE>
HARTE-HANKS TELEVISION
STATEMENTS OF OPERATIONS
<CAPTION>
                                                 Year Ended December 31,
In thousands                                    1996       1995      1994

<S>                                          <C>         <C>       <C>
Revenues                                     $ 26,100    $ 25,132  $ 28,629
Operating expenses
  Payroll                                       8,361       8,008     8,624
  Production and distribution                   1,739       2,040     2,864
  Advertising, selling, general
     and administrative                         2,880       2,848     2,800
  Depreciation                                  1,044       1,066     1,041
  Film amortization                             1,347       2,224     2,746
  Goodwill amortization                         1,748       1,748     1,748
                                               17,119      17,934    19,823
Operating income                                8,981       7,198     8,806
Other expenses (income)
  Interest expense                                 20          26        26
  Other, net                                       -         (85)        -
                                                   20        (59)        26
Income before income taxes                      8,961       7,257     8,780
Income tax expense                              4,000       3,366     3,954
Net income                                   $  4,961    $  3,891  $  4,826
</TABLE>
<PAGE>

<TABLE>
HARTE-HANKS TELEVISION
STATEMENTS OF CASH FLOWS
<CAPTION>
                                                  Year Ended December 31,
In thousands                                     1996       1995      1994

<S>                                            <C>       <C>        <C>
Cash Flows from Operating Activities                                       
  Net income                                   $  4,961  $  3,891   $  4,826
  Adjustments to reconcile net income
     to net cash provided by operating
     activities:
       Depreciation                               1,044     1,066      1,041
       Goodwill amortization                      1,748     1,748      1,748
       Amortization of option related
            compensation                             93       163        131
       Film amortization                          1,347     2,224      2,746
       Deferred income taxes                         37        42       (10)
       Other, net                                    -       (85)         -

Changes in operating assets and liabilities:
     Decrease in accounts receivable, net            62       677         52
     Decrease (increase) in inventory                 1         6        (6)
     Decrease (increase) in prepaid expenses
       and other current assets                      61      (59)         99
     Increase (decrease) in accounts payable         53     (324)        329
     (Decrease) in other accrued expenses
       and other liabilities                      (312)     (291)      (100)
     Other, net                                   (258)     (114)         15
  Net cash provided by operating activities       8,837     8,944     10,871

Cash Flows from Investing Activities
  Purchases of property, plant and
     equipment                                    (789)   (1,060)      (883)
  Proceeds from the sale of property,
     plant and equipment                             -        123        142
  Payments on film contracts                    (1,572)   (1,817)    (2,123)
  Net cash (used in) investing activities       (2,361)   (2,754)    (2,864)

Cash Flows from Financing Activities
  Distributions to Harte-Hanks Communications, 
     Inc. including payments for income taxes   (6,586)   (6,406)    (7,874)

Net increase (decrease) in cash                   (110)     (216)        133
Cash at beginning of period                         338       554        421
Cash at end of period                          $    228  $    338   $    554
</TABLE>
<PAGE>


Note  A  -  Basis of Presentation and Significant Accounting Policies

Basis of Presentation
The  accompanying financial statements present the financial
position  of  Harte-Hanks Television (the  "Company").   The
financial   statements  exclude  all  assets,   liabilities,
revenues  and  expenses of Harte-Hanks Communications,  Inc.
and   its   subsidiaries  other  than  assets,  liabilities,
revenues and expenses of its television business.

The  financial  statements have  been  prepared  as  if  the
television  business had operated as an  independent,  stand
alone  entity for all periods presented. Except as described
below,  such  financial statements have been prepared  using
the  historical basis of accounting and include the  assets,
liabilities, revenues, expenses and income taxes  of  Harte-
Hanks'  television business.  These financial statements  do
not  include  any liabilities or disclosure related  to  the
Company's employee benefit plans other than as disclosed  in
note  C.   However, the cost of all employee  benefit  plans
which  relate  to  employees  of Harte-Hanks  Television  is
included  in  these financial statements.   Direct  expenses
incurred  by Harte-Hanks Communications, Inc. on  behalf  of
the  Company  are identified and allocated  to  the  Company
based  on the actual costs incurred.  Any remaining indirect
expenses  incurred by Harte-Hanks Communications, Inc.  have
not  been  allocated to the Company because they  have  been
insignificant.  Management  believes  that  this  method  of
allocation  is reasonable and that such costs would  not  be
materially   different  if  they  had  been  incurred   with
unaffiliated third parties.

Certain  prior  year  amounts  have  been  reclassified  for
comparative purposes.

Television Revenues
Television revenues are presented net of advertising  agency
commissions.

Inventory
Inventory,  consisting  primarily  of  film  and  television
tubes,  is  stated at the lower of cost (first-in, first-out
method) or market.

Property, Plant and Equipment
Property,  plant and equipment are stated on  the  basis  of
cost.   Depreciation of buildings and equipment is  computed
generally on the straight-line method at rates calculated to
amortize  the  cost of the assets over their  useful  lives.
The general ranges of estimated useful lives are:

  Buildings and improvements                 10 to 40 years
  Equipment and furniture                     4 to 20 years

Goodwill
Goodwill  is  stated  on  the basis  of  cost,  adjusted  as
discussed  below, and is amortized on a straight-line  basis
over 40-year periods.

The  Company assesses the recoverability of its goodwill  by
determining whether the amortization of the goodwill balance
over  its  remaining life can be recovered through projected
undiscounted   future   cash  flows   over   the   remaining
amortization period.  If projected undiscounted future  cash
flows  indicate that unamortized goodwill and the  net  book
value  of  long-lived  assets will  not  be  recovered,  net
goodwill  is adjusted to an amount consistent with projected
discounted  future  cash flows.  Cash flow  projections  are
based  on  trends of historical performance and management's
estimate  of  future  performance, giving  consideration  to
existing    and   anticipated   competitive   and   economic
conditions.

<PAGE>

Film Contracts
Film   contract  rights  represent  agreements   with   film
syndicators   for   television   program   material.     The
capitalized costs of film rights and related liabilities are
recorded when the licensed period begins and the film rights
are  available  for  use.  The cost is  amortized  over  the
expected number of telecasts.  The portions of the  cost  to
be  amortized  within  one  year  and  after  one  year  are
reflected in the consolidated balance sheets as current  and
noncurrent  assets, respectively.  The payments under  these
contracts  due  within  one year  and  after  one  year  are
classified as current and noncurrent liabilities.

Income Taxes
Income  taxes  are calculated using the asset and  liability
method   required  by  Statement  of  Financial   Accounting
Standards  ("SFAS")  No.  109.  Deferred  income  taxes  are
recognized   for   the  tax  consequences   resulting   from
"temporary  differences" by applying enacted  statutory  tax
rates   applicable   to  future  years.   These   "temporary
differences"  are  associated with differences  between  the
financial   and  the  tax  basis  of  existing  assets   and
liabilities. Under SFAS No. 109, a statutory change  in  tax
rates  will be recognized immediately in deferred taxes  and
income.

Use of Estimates
The  preparation of financial statements in conformity  with
generally accepted accounting principles requires management
to  make  estimates and assumptions that affect the reported
amounts  of  assets  and liabilities  at  the  date  of  the
financial  statements and the reported amounts  of  revenues
and  expenses  during the reporting period.  Actual  results
could differ from those estimates.

Note B - Income Taxes

The components of income tax expense are as follows:

<TABLE>
<CAPTION>
                                                 Year Ended December 31,
In thousands                                    1996       1995      1994
<S>                                          <C>        <C>        <C>
Current                                                                   
  Federal                                    $  3,607   $  3,025   $  3,580
  State and local                                 356        299        384
     Total current                           $  3,963   $  3,324   $  3,964
Deferred
  Federal                                    $     33   $     37   $    (9)
  State and local                                   4          5        (1)
     Total deferred                          $     37   $     42   $   (10)
</TABLE>
<PAGE>

The  differences  between total income tax expense  and  the
amount computed by applying the statutory Federal income tax
rate to income before income taxes were as follows:

<TABLE>
<CAPTION>
                                              Year Ended December 31,
In thousands                             1996         1995          1994

<S>                                    <C>     <C>  <C>     <C>  <C>     <C>
Computed expected income tax expense   $3,136  35%  $2,540  35%  $3,073  35%
Effect of goodwill amortization           605   7%     605   8%     605   7%
Net effect of state income taxes          234   3%     198   3%     249   3%
Other, net                                 25   -       23   -       27   -

Income tax expense for the period      $4,000  45%  $3,366  46%  $3,954  45%
</TABLE>

The  tax effects of temporary differences that gave rise  to
significant portions of the deferred tax assets and deferred
tax liabilities were as follows:

<TABLE>
<CAPTION>
                                                         December 31,
In thousands                                          1996       1995
<S>                                                <C>       <C>
Deferred tax assets:                                                
  Accrued vacation pay                             $    109  $     99
  Accrued stock option liability                        167       157
  Accounts receivable, net                               23        16
     Total gross deferred tax assets                    299       272

Deferred tax liabilities:
  Property, plant and equipment                     (1,805)   (1,756)
  State income tax                                    (123)     (120)
  Other, net                                           (36)      (24)
     Total gross deferred tax liabilities           (1,964)   (1,900)
     Net  deferred tax liability                   $(1,665)  $(1,628)
</TABLE>

The net deferred tax liability is recorded both as a current
deferred   income  tax  benefit  and  as  other  long   term
liabilities  based upon the classification  of  the  related
temporary  difference.   In  assessing  the  reliability  of
deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax
assets  will  not be realized.  The ultimate realization  of
deferred  tax  assets is dependent upon  the  generation  of
future  taxable  income during the periods  in  which  those
temporary   differences   become   deductible.    Management
considers   the   scheduled   reversal   of   deferred   tax
liabilities,   recoverable  taxes  paid,  projected   future
taxable  income and tax planning strategies in  making  this
assessment.   Based  on  the  level  of  historical  taxable
income,  the  reversal of existing deferred tax  liabilities
and  projections for future taxable income over the  periods
which the deferred tax assets are deductible at December 31,
1996,  management believes it is more likely  than  not  the
Company  will  realize  the  benefits  of  these  deductible
differences.

<PAGE>

Note C - Employee Benefit Plans

Harte-Hanks Communications, Inc. maintains a defined benefit
pension  plan  for  which  most  of  Harte-Hanks  Television
employees  are  eligible. Benefits are  based  on  years  of
service and the employee's compensation for the five highest
consecutive  years of salary during the last  ten  years  of
service.   Benefits vest to the participants upon completion
of  five years of service or upon reaching age 65, whichever
is  earlier. Harte-Hanks' policy is to accrue as expense  an
amount  computed  by its actuary and to fund  at  least  the
minimum amount required by ERISA.

In 1994, the Harte-Hanks Communications, Inc. adopted a non-
qualified, supplemental pension plan covering certain Harte-
Hanks  Television employees, which provides for  incremental
pension  payments  so  that  total  pension  payments  equal
amounts  that  would  have been payable from  the  principal
pension  plan  if  it  were not for limitations  imposed  by
income tax regulation.

In  determining  the 1996, 1995 and 1994  actuarial  present
value of benefit obligations, discount rates of 7 3/4%, 7 1/4%
and 8% were used, respectively.  The assumed annual rate  of
increase  in  future compensation levels  was  4%,  and  the
expected  long term rate of return on plan assets  was  10%.
Pension expense for the years ended December 31, 1996,  1995
and 1994 was $183, $176 and $201, respectively.

Harte-Hanks Communications, Inc. also sponsors a 401(k) plan
which  provides  employees  of Harte-Hanks  Television  with
additional  income upon retirement.  The Company  matches  a
portion  of  employees' voluntary before-tax  contributions.
Employees  are  fully vested in their own contributions  and
vest  in  the  Company's matching contributions  upon  three
years  of service. Contributions made during the years ended
December  31,  1996, 1995 and 1994 were $36,  $40  and  $42,
respectively.

The  1994  Harte-Hanks Communications, Inc.  Employee  Stock
Purchase Plan provides for a total of 450,000 shares  to  be
sold   to   participating  employees  at   all   Harte-Hanks
subsidiaries  at 85% of the fair market value  at  specified
quarterly investment dates.  At December 31, 1996, 1995  and
1994,   Harte-Hanks  Television  had  $21,  $18   and   $17,
respectively recorded as a liability for amounts withheld by
the  Company  to  be  used for the purchase  of  Harte-Hanks
Communications, Inc. shares in the subsequent January.

All  costs related to the above described plans are recorded
in  the  Harte-Hanks Television financial statements to  the
extent  that these costs relate to the employees  of  Harte-
Hanks Television.

Note D - Equity

A summary of changes in equity is as follows:

<TABLE>
<CAPTION>
                                            Year Ended December 31,
                                           1996       1995      1994

<S>                                    <C>        <C>        <C>
Beginning balance                      $ 88,475   $ 84,584   $ 79,758
Net earnings                              4,961      3,891      4,826

Ending balance                         $ 93,436   $ 88,475   $ 84,584
</TABLE>
<PAGE>

Note E - Stock Option Plans

1984 Plan
In  1984, Harte-Hanks Communications, Inc. adopted  a  Stock
Option  Plan  ("1984 Plan") pursuant to which it  issued  to
officers  and  key employees options to purchase  shares  of
common  stock  at prices equal to the market  price  on  the
grant  date.   Market price was determined by the  Board  of
Directors for purposes of granting stock options and  making
repurchase  offers.   Options granted under  the  1984  Plan
become  exercisable  five years after  date  of  grant.   At
December  31, 1996, 1995 and 1994, options held by employees
of  Harte-Hanks Television to purchase 37,500 shares, 37,500
shares  and  52,500 shares, respectively,  were  outstanding
under the 1984 Plan, with exercise prices ranging from $3.33
to  $6.67 per share.  No additional options will be  granted
under the 1984 Plan.

1991 Plan
Harte-Hanks  Communications, Inc.  adopted  the  1991  Stock
Option Plan ("1991 Plan") pursuant to which it may issue  to
officers  and  key  employees  options  to  purchase  up  to
3,000,000 shares of common stock.  Options have been granted
to  certain employees of the Company at prices equal to  the
market price on the grant date ("market price options")  and
at prices below market price ("performance options").  As of
December 31, 1996, 1995 and 1994, market price options, held
by  employees of Harte-Hanks Television, to purchase 175,000
shares,  159,750  shares and 132,750  shares,  respectively,
were outstanding with exercise prices ranging from $6.67  to
$20.50  per  share.  Market price options become exercisable
after the fifth anniversary of their date of grant.

At December 31, 1996, 1995 and 1994 performance options held
by  employees  of Harte-Hanks Television to purchase  49,200
shares, 52,200 shares and 45,450 shares, respectively,  were
outstanding with exercise prices ranging from $0.67 to $2.00
per share.  The performance options become exercisable after
the third anniversary of their date of grant, and the extent
to  which they become exercisable at that time depends  upon
the   extent  to  which  Harte-Hanks  Communications,   Inc.
achieves certain goals which are established at the time the
options  are  granted.   That  portion  of  the  performance
options  which  does  not become exercisable  on  the  third
anniversary  of the date of grant becomes exercisable  after
the  ninth  anniversary of the date of grant.   Compensation
expense  of $93, $163 and $131 was recognized by Harte-Hanks
Television for the performance options held by employees  of
Harte-Hanks  Television  for the years  ended  December  31,
1996, 1995 and 1994, respectively.

<PAGE>

The following summarizes stock option plans activity:
<TABLE>
<CAPTION>
                               Number        Weighted Average
                              of Shares        Option Price

<S>                           <C>                <C>    
Options outstanding                                     
  at January 1, 1994           236,250           $   5.24
  Granted                       23,700               9.91
  Exercised                   (29,250)               4.49

Options outstanding
  at December 31, 1994         230,700               5.82
  Granted                       33,750              10.40
  Exercised                   (15,000)               5.00

Options outstanding
  at December 31, 1995         249,450               6.49
  Granted                       22,500              18.03
  Exercised                    (5,250)               0.67
  Cancelled                    (5,000)              11.78

Options outstanding at
  December 31, 1996            261,700               7.50

Exercisable at
  December 31, 1996            102,000               4.55
</TABLE>


The  Company  has adopted the disclosure-only provisions  of
Statement  of  Financial  Accounting  Standards   No.   123,
"Accounting For Stock-Based Compensation."  Accordingly,  no
compensation expense has been recognized for options granted
where the exercise price is equal to the market price of the
underlying  stock  at the date of grant.  The  Company  does
recognize  compensation  expense for  options  whose  market
price of the underlying stock exceeds the exercise price  on
the  date  of  grant  under  the  provisions  of  Accounting
Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," as permitted under SFAS No. 123.

Had  compensation  expense for the  Company's  options  been
determined  based on the fair value at the  grant  date  for
awards  in  1996  and  1995, the Company's  net  income  and
earnings  per share would have been reduced to the  proforma
amounts indicated below.

<TABLE>
<CAPTION>
                                            Year Ended December 31,
In thousands, except per share amounts        1996          1995
  <S>                                      <C>           <C>
  Net income - as  reported                $  4,961      $  3,891
  Net income - proforma                       4,925         3,877
</TABLE>
<PAGE>

The fair value of each option grant is estimated on the date
of  grant using the Black-Scholes option pricing model  with
the  following weighted-average assumptions used for  grants
in 1996 and 1995:

<TABLE>
<CAPTION>
                                             Year Ended December 31,
                                                1996        1995

  <S>                                        <C>          <C>
  Expected dividends yield                       0.3%        0.3%
  Expected stock price volatility               22.1%       21.3%
  Risk-free interest rate                        6.4%        6.4%
  Expected life of options                   3-10 years   3-10 years
</TABLE>

The  weighted-average  fair value of  market  price  options
granted   during  1996  and  1995  was  $7.00   and   $5.52,
respectively.  The weighted-average fair value and  exercise
price  of performance options was $14.35 and $1.11 in  1996,
and $12.15 and $0.67 in 1995, respectively.

Note F - Fair Value of Financial Instruments
Because  of  their  maturities and/or  interest  rates,  the
Company's   financial  instruments   have   a   fair   value
approximating  their  carrying  value.   These   instruments
include  accounts receivable, trade and film  payables,  and
miscellaneous notes receivable and payable.

Note G - Commitments and Contingencies
The Company has pending claims incurred in the normal course
of  business which, in the opinion of management, and  legal
counsel, can be disposed of without material effect  on  the
accompanying  financial statements.

Note H - Leases
The  Company leases certain real estate and equipment  under
various operating leases. Most of the leases contain renewal
options for varying periods of time.  The total rent expense
under  all operating leases was $320, $307 and $302 for  the
years ended December 31, 1996, 1995 and 1994, respectively.

The future minimum rental commitments for all non-cancelable
operating  leases with terms in excess of  one  year  as  of
December 31, 1996 are as follows:

<TABLE>
<CAPTION>
In thousands
<S>                        <C>
1997                       $  140
1998                           78
1999                           26
2000                            6
         Total             $  250
</TABLE>

<PAGE>

                INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Harte-Hanks Communications, Inc.:


We  have  audited the accompanying balance sheets of  Harte-
Hanks  Television as of December 31, 1996 and 1995, and  the
related  statements of operations and cash flows for each of
the  years in the three-year period ended December 31, 1996.
These  financial statements are the responsibility of Harte-
Hanks Communications, Inc.'s management.  Our responsibility
is to express an opinion on these financial statements based
on our audits.

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

The  accompanying financial statements were prepared on  the
basis  of presentation described in note A, and include  the
assets,  liabilities, revenues and expenses  of  Harte-Hanks
Television.

In  our opinion, the financial statements referred to  above
present  fairly,  in  all material respects,  the  financial
position  of Harte-Hanks Television as of December 31,  1996
and  1995,  and the results of its operations and  its  cash
flows  for each of the years in the three-year period  ended
December  31,  1996, pursuant to the basis  of  presentation
described  in note A, in conformity with generally  accepted
accounting principles.


KPMG Peat Marwick LLP
San Antonio, Texas
April 14, 1997


<PAGE>

                   HARTE-HANKS TELEVISION
                              
  Financial Statements as of June 30, 1997, and for the Six
                      Months Then Ended

Balance Sheets                                       F-33
Statements of Operations                             F-34
Statements of Cash Flows                             F-35
Notes to Financial Statements                        F-36

<PAGE>

<TABLE>
HARTE-HANKS TELEVISION                                                                                                             
BALANCE SHEETS                                                                                                                     
<CAPTION>
                                                                                                                                   
                                                                                                    June 30,
In Thousands                                                                           1997                      1996              
                                                                                                                                   
<S>                                                                           <C>                       <C>              
ASSETS                                                                                                                             
Current assets                                                                                                                     
     Cash                                                                     $                615      $                578       
     Accounts receivable (less allowance for doubtful                                                                              
          accounts of $50 in 1997 and $60 in 1996)                                           5,542                     5,037       
     Inventory                                                                                  21                        32       
     Prepaid expenses                                                                          308                       225       
     Film contracts                                                                          1,172                       974       
     Other current assets                                                                      177                       183       
          Total current assets                                                               7,835                     7,029       
                                                                                                                                   
Property, plant and equipment                                                                                                      
     Land                                                                                      354                       354       
     Buildings and improvements                                                              6,184                     6,169       
     Equipment and furniture                                                                11,737                    11,123       
                                                                                            18,275                    17,646       
     Less accumulated depreciation                                                          11,120                    10,056       
                                                                                             7,155                     7,590       
     Construction and equipment installations in progress                                      457                       190       
          Net property, plant and equipment                                                  7,612                     7,780       
                                                                                                                                   
Intangible and other assets                                                                                                        
     Goodwill (less accumulated amortization of                                                                                    
          $22,355 in 1997 and $20,607 in 1996)                                              47,701                    49,449       
     Receivable from Harte-Hanks Communications, Inc.                                       36,637                    30,406       
     Film contracts                                                                          1,692                     1,037       
     Other assets                                                                              190                       147       
          Total intangible and other assets                                                 86,220                    81,039       
                                                                                                                                   
          Total assets                                                        $            101,667      $             95,848       
                                                                                                                                   
LIABILITIES AND EQUITY                                                                                                             
Current Liabilities                                                                                                                
     Accounts payable                                                         $                691      $                682       
     Accrued payroll and related expenses                                                      764                       574       
     Film contract payable                                                                   1,124                       997       
     Other current liabilities                                                                 123                       425       
          Total current liabilities                                                          2,702                     2,678       
                                                                                                                                   
     Film contract payable                                                                   1,041                       644       
     Deferred income tax liability                                                           1,826                     1,785       
     Other long term liabilities                                                                10                        38       
          Total liabilities                                                                  5,579                     5,145       
                                                                                                                                   
     Equity                                                                                 96,088                    90,703       
                                                                                                                                   
          Total liabilities and equity                                        $            101,667      $             95,848       
</TABLE>
<PAGE>


<TABLE>
HARTE-HANKS TELEVISION                                                                                                             
STATEMENTS OF OPERATIONS                                                                                                           
<CAPTION>
                                                                                                                                   
                                                                                       For the Six Months Ended June 30,
In Thousands                                                                           1997                      1996              
                                                                                                                                   
<S>                                                                           <C>                       <C>              
Operating revenues                                                            $             13,512      $             12,597       
Operating expenses                                                                                                                 
     Payroll                                                                                 4,291                     4,158       
     Production and distribution                                                             1,645                     1,575       
     Advertising, selling, general and administrative                                        1,440                     1,504       
     Depreciation                                                                              500                       518       
     Goodwill amortization                                                                     874                       874       
                                                                                             8,750                     8,629       
Operating income                                                                             4,762                     3,968       
Other expenses (income)                                                                                                   13       
Income before income tax expense                                                             4,762                     3,955       
Income tax expense                                                                           2,110                     1,727       
Net income                                                                    $              2,652      $              2,228       
</TABLE>

<PAGE>

<TABLE>
HARTE-HANKS TELEVISION                                                                                                             
STATEMENTS OF CASH FLOWS                                                                                                           
<CAPTION>
                                                                                                                                   
                                                                                     For the Six Months Ended June 30,
In Thousands                                                                           1997                      1996              
                                                                                                                                   
<S>                                                                           <C>                       <C>             
Operating Activities                                                                                                               
     Net income                                                               $              2,652      $              2,228       
     Adjustments to reconcile net income to net cash                                                                               
          provided by operating activities:                                                                                        
          Depreciation                                                                         500                       518       
          Goodwill amortization                                                                874                       874       
          Film amortization                                                                    863                       694       
          Deferred income taxes                                                               (12)                         5       
          Other, net                                                                            50                        54       
     Changes in operating assets and liabilities                                                                                   
          Decrease (increase) in accounts receivable, net                                    (396)                       171       
          Decrease (increase) in inventory                                                       8                       (2)       
          Decrease (increase) in prepaid expenses and                                                                              
               other current assets                                                           (39)                        53       
          Increase in accounts payable                                                           6                        50       
          Increase (decrease) in other accrued expenses                                                                            
               and other liabilities                                                           123                     (154)       
          Other, net                                                                            33                        20       
               Net cash provided by operating activities                                     4,662                     4,511       
                                                                                                                                   
Investing Activities:                                                                                                              
     Purchases of property, plant and equipment                                              (442)                     (374)       
     Payments on film contracts                                                              (919)                     (654)       
               Net cash used in investing activities                                       (1,361)                   (1,028)       
                                                                                                                                   
Financing Activities:                                                                                                              
     Distributions to Harte-Hanks Communications, Inc.                                                                             
          including payments for income taxes                                              (2,914)                   (3,243)       
                                                                                                                                   
Net increase in cash                                                                           387                       240       
                                                                                                                                   
Cash at beginning period                                                                       228                       338       
Cash at end of period                                                         $                615      $                578       
</TABLE>

<PAGE>

Note A -- Basis of Presentation and Significant Accounting Policies

Basis of Presentation
The financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information.  The
information disclosed in the notes to financial statements for the year
ended December 31, 1996 has not changed materially.  In management's
opinion all adjustments (consisting of normal recurring accruals) necessary
for a fair presentation of the interim periods have been made.

Results of operations are not necessarily indicative of the results 
that may be expected for future interim periods or for the full year. 

<PAGE>

                TELEVISION FOOD NETWORK, G.P.
                              
    Financial Statements as of December 31, 1996, and for the
  Three Years Then Ended and as of June 30, 1997, and for the Six
         Months Ended June 30, 1997, and June 30, 1996

Independent Auditors' Report                         F-38
Consolidated Balance Sheets                          F-39
Consolidated Statements of Operations                F-40
Consolidated Statements of Partners' Capital         F-41
Consolidated Statements of Cash Flows                F-42
Notes to Consolidated Financial Statements           F-44

<PAGE>

                INDEPENDENT AUDITORS' REPORT



To the Partners of
Television Food Network, G.P.:


We have audited the accompanying consolidated balance sheets
of   Television  Food  Network,  G.P.  and  subsidiary  (the
"Partnership")  as of December 31, 1995  and  1996  and  the
related  consolidated  statements of  operations,  partners'
capital, and cash flows for each of the years in three  year
period   ended   December  31,  1996.   These   consolidated
financial   statements   are  the  responsibility   of   the
Partnership's management.  Our responsibility is to  express
an  opinion on these consolidated financial statements based
on our audits.

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

In   our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,
the  financial position of Television Food Network, G.P. and
subsidiary at December 31, 1995 and 1996, and the results of
their  operations and their cash flows for each of the years
in  the  three  year  period ended  December  31,  1996,  in
conformity with generally accepted accounting principles.








KPMG Peat Marwick LLP
Providence, Rhode Island
February 28, 1997

<PAGE>
<TABLE>
                TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
                 Consolidated Balance Sheets
<CAPTION>
                              


                                                                                          (Unaudited)
                                                                  December 31,             June 30,
     Assets                                                    1995         1996            1997

<S>                                                     <C>            <C>              <C>
Current assets:                                                                                      
 Cash and cash equivalents                              $    533,182   $     432,805    $   9,361,977
 Investment securities held to maturity, stated 
  at cost which approximates fair value                    3,738,959       3,348,966        3,417,637
 Trade accounts receivable, net of allowance
  for doubtful accounts of approximately $15,000,
  $79,000 and $97,000 at December 31, 1995 and 1996,
  and June 30, 1997 (unaudited), respectively              1,857,598       3,287,717        3,167,529
 Television program assets, net                            2,894,442       3,192,729        4,034,547
 Inventory                                                       -           116,887           97,976
 Prepaid expenses                                            262,783         270,815          166,239
 Launch incentives                                           135,346         719,117        3,637,941
 Other assets                                                406,952         399,623          495,020

      Total current assets                                 9,829,262      11,768,659       24,378,866

Property  and  equipment, net (note 4)                     4,730,111       4,145,143        4,033,636

Television program assets, net                             1,996,483       2,070,073        2,308,174

Intangible assets, net (note 5)                            4,550,208       3,954,956        3,616,360

Launch  incentives, net                                      611,213       2,971,630        8,628,597

                                                        $ 21,717,277      24,910,461       42,965,633

  Liabilities and Partners' Capital

Current liabilities:
 Accounts payable                                       $  1,483,712       1,780,521        2,128,411
 Launch incentives payable                                 1,177,981       2,323,759       10,571,918
 Accrued expenses (note 7)                                   161,494       1,557,838          823,394
 Deferred income                                             431,747         771,357          841,331
 Must carry rights payable (note 5)                          500,000         425,000          425,000
 Television program rights payable                           100,976          70,000           84,000
 Note  payable  to  related party  (note  6c)                    -         1,500,000              -

      Total current liabilities                            3,855,910       8,428,475       14,874,054

Must  carry  rights payable (note 5)                       2,550,000       2,125,000        2,125,000
Television program rights payable                             86,529          62,500           62,500

      Total liabilities                                    6,492,439      10,615,975       17,061,554

Minority interest (note 9)                                       -             5,370               -
Partners' capital                                         15,224,838      14,289,116       25,904,079

Commitments (note 10)

                                                        $ 21,717,277      24,910,461       42,965,633


See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>


<TABLE>
                TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
            Consolidated Statements of Operations
<CAPTION>
                              

                                                                                            (Unaudited)
                                                                                        Six months ended
                                              Years ended December 31,                        June 30,
                                         1994            1995           1996            1996            1997

<S>                             <C>              <C>             <C>              <C>            <C>
Revenues                        $    1,960,665   $    6,657,207  $   13,404,763   $   6,333,541  $    9,479,684

Operating expenses:
 Programming                         8,778,621       10,302,151      11,354,300       5,381,746       6,070,669
 General and administrative          6,207,789        4,549,792       5,926,393       2,437,149       3,009,667
 Marketing and selling               5,449,688       11,417,851      13,214,115       6,722,365       9,828,586
 Depreciation and amortization       1,058,150        1,535,035       2,158,401       1,001,897       1,091,495

      Total operating expenses      21,494,248       27,804,829      32,653,209      15,543,157      20,000,417

Loss  from  operations            (19,533,583)     (21,147,622)    (19,248,446)     (9,209,616)    (10,520,733)

Other income (expense):
 Interest income, net                  291,291          262,160         273,649          74,633         126,597
 Interest expense                          -                -               -               -         (255,821)

      Total other income (expense)     291,291          262,160         273,649          74,633       (129,224)

Minority interest                          -                -            39,075             -             5,370

Net loss                        $ (19,242,292)   $ (20,885,462)  $ (18,935,722)   $ (9,134,983)  $ (10,644,587)

See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
                TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
        Consolidated Statements of Partners' Capital
   for the years ended December 31, 1994, 1995, and 1996
   and the six months ended June 30, 1997 (unaudited)


<CAPTION>
                              


                                           Managing      Class A     Class B
                                           Partner       Partners    Partners         Total

<S>                                        <C>        <C>               <C>      <C>
Partners'  capital  at December 31, 1993   $ 1,000    $  18,351,592     -        $  18,352,592

Contributions                                  -         12,500,000     -           12,500,000

Net loss                                       -       (19,242,292)     -         (19,242,292)

Partners'  capital  at December 31, 1994     1,000       11,609,300     -           11,610,300

Contributions                                  -         24,500,000     -           24,500,000

Net  loss                                      -       (20,885,462)     -         (20,885,462)

Partners'  capital  at December 31, 1995     1,000       15,223,838     -           15,224,838

Contributions                                  -         18,000,000     -           18,000,000

Net loss                                       -       (18,935,722)     -         (18,935,722)

Partners'  capital  at December 31, 1996     1,000       14,288,116     -           14,289,116

Contributions (unaudited)                      -         22,259,550     -           22,259,550

Net loss (unaudited)                           -       (10,644,587)     -         (10,644,587)

Partners' capital at 
      June 30, 1997 (unaudited)            $ 1,000    $  25,903,079     -        $  25,904,079


See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
            Consolidated Statements of Cash Flows

                                                                                            (Unaudited)
                                                                                        Six months ended
                                                Years ended December 31,                     June 30,
                                          1994           1995            1996           1996           1997
<S>                                 <C>             <C>             <C>             <C>            <C>
Operating activities:                                                                                           
 Net loss                           $ (19,242,292)  $ (20,885,462)  $ (18,935,722)  $ (9,134,983)  $(10,644,587)
 Adjustments to reconcile net loss
  to net cash used in operating
  activities:
  Minority interest                          -               -            (39,075)          -            (5,370)
  Depreciation and amortization          1,058,150       1,535,035       2,158,401      1,001,897      1,091,495
  Amortization of television
   program assets                        1,435,275       2,864,775       4,281,470      1,966,158      2,427,007
  Amortization of launch incentives          -           1,910,621         556,656         24,985      1,178,238  
  Payments for production of
   television programming              (3,029,238)     (3,267,299)     (4,403,347)    (2,068,314)    (3,435,926) 
Payments for launch incentives               -         (1,479,199)     (2,355,066)    (1,709,745)    (1,505,870)
  Changes in current assets
   and liabilities:
   Accounts receivable                 (1,175,908)       (668,782)     (1,430,119)      (408,229)        120,188
   Inventory                                 -               -           (116,887)       (81,434)         18,911
   Prepaid expenses                      (135,943)        (79,868)         (8,032)         69,856        104,576
   Other assets                            437,703       (381,379)           7,329        256,358       (95,397)
   Accounts payable                       (93,053)       1,006,916         296,809        (1,846)        347,890
   Accrued expenses                         32,801          57,009       1,396,344         86,183      (734,444)
   Deferred income                           -             431,747         339,610          3,804         69,974

     Net cash used in
       operating activities           (20,712,505)    (18,955,886)    (18,251,629)    (9,995,310)   (11,063,315)

Investing activities:
 Additions to property and equipment   (5,000,609)       (652,746)       (736,859)      (233,096)      (641,392)
 Additions to intangible assets          (141,325)           -           (196,877)           -             -    
 Purchases of securities
  available for sale                  (11,500,000)           -               -               -             -    
 Proceeds from securities
  available for sale                    26,059,230           -               -               -             -    
 Purchases of securities
  held to maturity                     (2,203,993)     (4,511,709)     (4,589,342)      (740,710)    (2,708,207)
 Maturity of securities
  held to maturity                       2,250,000       1,500,000       4,979,335        730,928      2,639,536

     Net cash provided by (used in)
       investing activities              9,463,303     (3,664,455)       (543,743)      (242,878)      (710,063)
</TABLE>
<PAGE>

<TABLE>
                TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
            Consolidated Statements of Cash Flows
<CAPTION>
                                                                                           (Unaudited)
                                                                                        Six months ended
                                                Years ended December 31,                   June 30,
                                            1994         1995         1996           1996           1997

<S>                                    <C>           <C>          <C>             <C>          <C>
Financing activities:                                                                                      
 Capital contributions                    12,500,000  24,500,000   18,000,000      10,000,000    22,259,550
 Payments for television                                                                                   
  program rights                           (531,544) (1,401,628)    (305,005)       (105,000)      (57,000)
 Payments for must carry rights                 -    (1,250,000)    (500,000)           -             -    
 Proceeds from notes
  payable to related party                      -          -        1,500,000           -         8,500,000
 Repayments of notes payable to 
  related party                                 -          -            -               -      (10,000,000)

     Net cash provided by
       financing activities               11,968,456  21,848,372   18,694,995       9,895,000    20,702,550

Net increase (decrease) in
 cash and cash equivalents                   719,254   (771,969)    (100,377)       (343,188)     8,929,172

Cash and cash equivalents:
 At beginning of period                      585,897   1,305,151      533,182         533,182       432,805

 At end of period                      $   1,305,151 $   533,182  $   432,805     $   189,994  $  9,361,977

Supplemental disclosure of non-cash transaction:
 Obligations incurred for acquisition
  of television program rights         $       -     $ 1,463,228  $   250,000     $   250,000  $  3,506,926
 Obligations incurred for acquisition
  of must carry rights                         -       3,050,000          -               -             -  
 Obligations incurred for
  launch incentives                            -       2,657,180    3,500,844         437,128     9,754,029

See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>

                TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
         Notes to Consolidated Financial Statements
                              
                 December 31, 1995 and 1996



(1)  Description  of  Business,  Partnership  and  Basis  of
     Accounting
  Television  Food  Network, G.P.  (the  "Partnership")  was
  formed  in  1993  to own and operate the  Television  Food
  Network  channel  ("TVFN"). TVFN is a 24-hour  advertising
  supported   network   service  that  provides   television
  programming  related  to  the preparation,  enjoyment  and
  consumption  of  food,  as well as  programs  focusing  on
  nutrition  and  topical news areas.  TVFN  is  distributed
  predominantly to cable television systems throughout  the
  United  States.  The partnership agreement extends through
  December 31, 2012.

  TVFN  is  managed by its managing general  partner,  Cable
  Program Management Co. ("CPMCO").  CPMCO is co-owned by  a
  wholly-owned subsidiary of The Providence Journal  Company
  (Colony    Cable    Networks,   Inc.)    and    Pacesetter
  Communications,  Inc. ("PCI").  CPMCO  contributed  $1,000
  to  the  Partnership  in exchange for  a  10%  partnership
  interest.   CPMCO's partnership interest  entitles  it  to
  distributions   only   after  all  other   Partners   have
  recovered their capital contributions.

  In  addition  to the managing general partner,  there  are
  Class  A  and Class B partners.  Each Class A  partner  is
  entitled  to one vote on the Management Committee  of  the
  Partnership.  The managing general partner and  the  Class
  B  partners are non-voting partners except that in certain
  circumstances  the  managing  general  partner   will   be
  allowed  a  vote  in  the case of a  Management  Committee
  deadlock.

  Under  the  partnership agreement, each  of  the  original
  five   Class   A  partners  were  required  to  contribute
  $9,000,000  in  cash to the capital of the Partnership  in
  exchange  for  one partnership unit each.   Each  Class  A
  partnership  unit  represents  a  12%  interest   in   the
  Partnership.  As a result of such purchases, the  Class  A
  partners   hold  an  aggregate  of  5  partnership   units
  representing  60%  of  the  total  Partnership   interest.
  Class  B  partners  are  not required  to  make  any  cash
  contributions.

  The remaining 30% partnership interest is allocated among 
  Class A and Class B partners based upon subscriber
  commitments.  In general, each Class A and Class B partner
  was to provide carriage of the TVFN channel to its subscribers
  and received a two percent partnership interest per one million
  subscribers.  Subscriber interests will continue to be adjusted
  annually during a four year period at which time partnership interests
  for subscriber commitments will become fixed.

  In  May 1996, The Providence Journal Company ("PJC")  (co-
  managing  general  partner and Class A  partner)  acquired
  the  Class A equity partnership interests held by Landmark
  Programming,  Inc.  and  Scripps Howard  Publishing,  Inc.
  This  increased PJC's total ownership interest in TVFN  to
  46%  and allowed it to hold 3 of the 5 partnership  units.
  On  January 6, 1997, PJC purchased the 9.5% Class A equity
  partnership  interests  held  by  Continental  Programming
  Partners  I, Inc. (Continental).  In connection with  this
  purchase,  PJC  agreed to transfer a 1.4% equity  interest
  in  the  Partnership to Continental.  This  1.4%  interest
  was  given  to PJC in 1993 in exchange for PJC's agreement
  to   carry  TVFN  on  its  former  cable  systems.   These
  transactions increased PJC's total ownership  interest  in
  TVFN  to  55.5%  and  allowed  it  to  hold  4  of  the  5
  partnership units.

                                                            
<PAGE>

  The following is a summary of the Partnership interests at
  December 31, 1996:

<TABLE>
<CAPTION>
                                 General
                                 Partner    Class A    Class B     Total

    <S>                           <C>        <C>        <C>       <C>
    Colony Cable Networks          7.75%     38.33%      1.40%     47.48%
    Tribune Cable Ventures, Inc.     -       12.18      22.49      34.67
    Continental Programming                                             
      Partners   I,  Inc.            -        9.49       2.45      11.94
    PCI                            2.25         -          -        2.25
    Adelphia Communications                                            
      Corporation                    -          -        1.47       1.47
    The Sullivan Group, Inc.         -          -        1.10       1.10
    Times  Mirror  Cable             -          -         .83        .83
    C-Tec  Cable  System             -          -         .26        .26
                                                                        
        Total                     10.00%     60.00%     30.00%    100.00%
</TABLE>

  Partnership   profits  are  allocated  first   to   offset
  previously  allocated losses, and then to each partner  in
  proportion   to  their  relative  partnership   interests.
  Partnership   losses  are  allocated   first   to   offset
  previously  allocated profits; second, to  the  extent  of
  cumulative capital contributions; and finally, to Class  A
  partners  in  proportion  to  their  relative  partnership
  interests.   Class  B  partners are not  entitled  to  any
  distributions  (other than tax distributions  as  provided
  for  in  the  partnership agreement)  until  the  Class  A
  partners have recovered their capital contributions.

  On  September  26,  1996, PJC signed a  definitive  merger
  agreement  with A.H. Belo Corporation ("A.H. Belo")  under
  which  PJC  would be merged into A.H. Belo.   On  February
  19,  1997,  shareholders approved the transaction  and  on
  February 28, 1997, the merger was completed.  Pursuant  to
  this  merger, A.H. Belo replaced  PJC  as the significant
  partner of the Partnership as PJC is now a subsidiary of
  A.H. Belo.  See Note 11.

  The  preparation  of  financial statements  in  conformity
  with  generally  accepted accounting  principles  requires
  management  to make estimates and assumptions that  affect
  the   reported  amounts  of  assets  and  liabilities  and
  disclosure  of  contingent assets and liabilities  at  the
  date  of the financial statements and the reported amounts
  of  revenues  and  expenses during the  reporting  period.
  Actual results could differ from those estimates.

   Certain  1994 and 1995 amounts have been reclassified  to
   conform to the 1996 presentation.

(2) Summary of Significant Accounting Policies
  (a) Principles of Consolidation
  The   consolidated   financial  statements   include   the
  accounts   of   the  Partnership  and  its  majority-owned
  subsidiary,  Chef Events, LLC (see note 8).   Intercompany
  balances and transactions have been eliminated.

  (b) Cash and Cash Equivalents
   Cash   equivalents  consist  of  overnight  repurchase
   agreements  and money market instruments.   For  purposes
   of   the   statement  of  cash  flows,  the   Partnership
   considers   all  highly  liquid  debt  instruments   with
   original  maturities of three months or less to  be  cash
   equivalents.

   At  December  31,  1995 and 1996,  the  funds  held  in
   various  operating  accounts exceeded Federal  Depository
   Insurance  limits by $386,556 and $803,772, respectively.
   However,  management believes the financial  institutions
   utilized  by  the  Partnership have  satisfactory  credit
   ratings  and  the  credit  risk  associated  with   these
   deposits is minimal.

<PAGE>

   (c) Investment Securities
   Investments  made  by  the Partnership  are  generally
   limited to government securities, with maturities of  one
   year or less.

   Held-to-maturity securities are recorded at  amortized
   cost,  adjusted for amortization or accretion of premiums
   or discounts.  A decline in the market value of any held-
   to-maturity  security  below cost that  is  deemed  other
   than  temporary  results  in an adjustment  to  the  cost
   basis of the security and is charged to the statement  of
   operations.    At  December  31,  1995  and   1996,   all
   investment  securities  were considered  to  be  held-to-
   maturity and mature within one year.

   Premiums  are amortized over the life of  the  related
   held-to-maturity  security  as  an  adjustment  to  yield
   using  the straight line method.  Discounts are  accreted
   using  the constant-yield method.  Dividend and  interest
   income are recognized when earned.

   At   December  31,  1995  and  1996,  all  investment
   securities  were  pledged  to  secure  the  Partnership's
   payment  of  must carry right and letters  of  credit  as
   discussed in notes 5 and 7.

   (d) Inventories
   Inventories,   principally   comprising   books   and
   merchandise held for sale, are stated at the  lower  cost
   or  market.  Cost is determined on a first-in,  first-out
   basis.

   (e) Television Program Assets
   Television  program costs consist of costs  to  acquire
   program  rights,  and  production costs  associated  with
   developed   programming.    Production   costs    consist
   primarily of subcontracted production services,  salaries
   and  costs  of  talent.  Capitalized production costs are
   amortized  using  an accelerated method over three years.
   Television program rights acquired under license agreements
   are recorded  as assets  at  the  gross  value of the related
   liabilities upon execution of the  contract.  The rights are
   amortized  using accelerated methods over the  lesser  of
   three  years  or  the  term of the  applicable  contract.
   Television  program costs are evaluated periodically  and
   written  down to net realizable value when  there  is  an
   indication that the carrying value is impaired.

   Program  costs  classified as current assets  represent
   the  total  amount  estimated to be  amortized  within  a
   year.   Program  rights liabilities due to licensers  are
   classified  as  current or long-term in  accordance  with
   the payment terms.

   Accumulated  amortization of television program  assets
   totaled  $4,551,447 and $7,720,357 at December  31,  1995
   and  1996.   Amortization expense of  television  program
   assets  is included with programming expenses and totaled
   $2,864,775   and   $4,281,470   for   1995   and    1996,
   respectively.


  (f) Launch Incentive Fees
   Launch  incentive fees are paid to cable affiliates  in
   connection  with  their carriage of the  Television  Food
   Network.  The incentives are amortized over the  term  of
   the  affiliate  agreements.  The related amortization  is
   included   in   marketing  and  selling  costs   in   the
   statements of operations.

   The Partnership has commitments for payments in 1997 to
   certain  cable  affiliates for launch incentive  fees  of
   approximately  $8,400,000 for systems that  are  expected
   to launch during 1997.  See note 11.

<PAGE>

  (g) Property and Equipment
   Property   and   equipment   are   stated   at   cost.
   Expenditures for maintenance and repairs are  charged  to
   expense  as  incurred.   The  Partnership  provides   for
   depreciation  using  the straight-line  method  over  the
   following estimated useful lives:

       Leasehold improvements                 4 years
       Furniture and fixtures                 3 - 10 years
       Broadcast equipment                    5 - 15 years

  (h) Intangible Assets
   Intangible  assets  consist  of  purchased  must  carry
   rights,  network  identification costs, and  organization
   costs   which   are  stated  at  cost.   The  Partnership
   provides   for   amortization,  using  the  straight-line
   method over thirty six to ninety six months.

   (i) Long-Lived Assets
   The   Company  reviews  its  long-lived   assets   for
   impairment  whenever events or changes  in  circumstances
   indicate that the carrying amount of an asset may not  be
   recoverable.   If  it  is determined  that  the  carrying
   amount  of  an  asset  cannot  be  fully  recovered,   an
   impairment loss is recognized.

   (j) Deferred Income
   Deferred income consists of under-delivered advertising
   which  is  recorded as income as the Partnership  re-runs
   or   otherwise  "makes  good"  on  the  delivery  of  the
   advertising to the customer.

  (k) Income Taxes
   In   accordance   with   Internal   Revenue   Service
   regulations, the Partnership's profits and losses  become
   those  of  the  individual partners and, accordingly,  no
   income  taxes  or  tax  benefit  are  reflected  in   the
   Partnership's financial statements.

   (l) Financial Instruments
   Financial  instruments  of the Partnership  consist  of
   cash and cash equivalents, investment securities held  to
   maturity,  accounts receivable, accounts  payable  and  a
   note  payable  to a related party.  The carrying  amounts
   of  these  financial instruments approximate  their  fair
   value.

   (m) Advertising Costs
   The   Partnership  expenses  media   advertising   and
   advertising  promotion  expense  as  incurred.   For  the
   years  ended  December  31,  1994,  1995,  and  1996  the
   Company  incurred  advertising expense  of  approximately
   $1,200,000, $1,600,000, and $2,600,000, respectively.

  (n) Unaudited Interim Consolidated Financial Statements
   The consolidated financial statements as of and for the
   six  months ended June 30, 1996 and 1997 are unaudited;
   however,  they  include  all adjustments  (consisting  of
   normal  recurring  adjustments) considered  necessary  by
   management  for  a  fair presentation  of  the  financial
   position  and  results of operations for  these  periods.
   The  results  of operations for interim periods  are  not
   necessarily  indicative  of  the  results  that  may   be
   expected for the entire year.

<PAGE>

(3) Funding of Future Operations
  The  Partnership has incurred significant operating losses
  from   its   inception  through  December  31,  1996   and
  Management  believes that operating losses  will  continue
  to  be  significant during 1997 and 1998.   As  such,  the
  Partnership  has  relied  on  Class  A  Partners   capital
  contributions  to  fund its operations  and  is  dependent
  upon  the continuing commitment of its partners to provide
  necessary capital.

  Management's  plans to fund future operations  consist  of
  drawing  on  the resources and commitments of its  current
  Class  A partners, primarily A.H. Belo Corporation as  the
  acquirer  of PJC, to make additional capital contributions
  sufficient to provide adequate working capital until  such
  time   as   working  capital  is  derived  entirely   from
  operations.  See note 11.

(4) Property and Equipment
  Property  and  equipment  consists  of  the  following  at
  December 31, 1995 and 1996:

<TABLE>
<CAPTION>
                                      1995            1996

    <S>                           <C>             <C>
    Equipment                     $ 3,644,988     $ 4,107,471
    Furniture and fixtures          1,572,143       1,943,769
    Leasehold improvements          1,784,341       1,731,536

                                    7,001,472       7,782,776

    Less accumulated depreciation 
       and amortization             2,271,361       3,637,633

                                  $ 4,730,111     $ 4,145,143
</TABLE>

  Depreciation  expense  on property and  equipment  totaled
  $981,270,  $1,283,345, and $1,366,272 for the years  ended
  December 31, 1994, 1995 and 1996, respectively.

 (5) Intangible Assets
  Intangible  assets  consist of the following  at  December
  31, 1995 and 1996:

<TABLE>
<CAPTION>
                                     1995              1996

  <S>                            <C>              <C>
  Organization costs             $    370,327     $    370,327
  Network identification costs        243,912          196,877
  Purchased must carry rights       4,300,000        4,300,000

                                    4,914,239        4,867,204
  Less accumulated amortization       364,031          912,248

                                 $  4,550,208     $  3,954,956
</TABLE>
                                                            
  Amortization  of intangible assets charged  to  operations
  totaled $76,880, $251,690 and $792,129 in 1994, 1995,  and
  1996, respectively.

  During  1995, the Partnership committed to pay  $4,300,000
  to  a  New Jersey television station to waive their  right
  to  be  carried on a cable system in New York City,  thus,
  opening  a  channel on this cable system for the  carriage
  of  TVFN.   The  total commitment of $4,300,000  has  been
  recorded  as  an intangible asset.  In 1996, $500,000  was
  paid  toward this commitment and the remaining  $2,550,000
  is  to be paid in annual installments of $425,000 over the
  next six years.

<PAGE>

(6) Related Party Transactions
   (a) Transactions with Partners
   As discussed in note 1, certain partners have agreed to
   provide   carriage   of  the  TVFN   channel   to   their
   subscribers  in exchange for partnership  interests.   As
   of  December  31,  1996, carriage was being  provided  to
   approximately   13,700,000   subscribers   under    these
   arrangements.   Each  partner  has  also   entered   into
   noncompetition  agreements with the  Partnership  whereby
   they  have  agreed  not to participate  in  any  business
   venture related to, or competitive with, the business  of
   the Partnership.

   (b) Pacesetter Communications, Inc. (PCI)
   The  Partnership  has agreed to pay  an  amount  up  to
   $950,000   per  year  to  PCI  for  management  personnel
   expenses,   including  benefits,   which   expenses   are
   incurred  in  connection  with  the  management  of   the
   Partnership.    Such   amount  is   subject   to   annual
   percentage   increases  as  approved  by  the  Management
   Committee.   Amounts  incurred by the  Partnership  under
   this  arrangement for the period ended December 31,  1994
   and  1995,  totaled approximately $906,000 and  $911,000,
   respectively.   There  were  no  transactions  with   PCI
   during  1996  and there were no amounts owed at  December
   31, 1995 and 1996.

   (c) The Providence Journal Company
   During  the year ended December 31, 1994, 1995  and
   1996,   the  Partnership  paid  The  Providence   Journal
   Company $150,000, $85,000 and $85,000, respectively,  for
   administrative   and   accounting   services.     Certain
   employees  of  The  Providence Journal  Company,  through
   CPMCO,  assist in managing operations of the Partnership.
   The   Partnership  does  not  reimburse  The   Providence
   Journal  Company for any related salaries.  Amounts  owed
   to  The Providence Journal Company for administrative and
   accounting services totaled $7,083 at December  31,  1995
   and 1996.

   The  Partnership entered into a sub-lease agreement
   with The Providence Journal Company for the use of one C-
   band  primary  transponder.  The lease is effective  from
   March  1994  through  March 1999 and  calls  for  monthly
   lease  payments which decrease as The Providence  Journal
   Company  adds  additional leasees.  Rental expense  under
   this  lease  totaled $1,700,000, $1,090,000 and  $960,000
   in  1994,  1995, and 1996, respectively.  Lease  payments
   owed  to  The Providence Journal Company totaled $180,000
   and   $160,000   at   December   31,   1995   and   1996,
   respectively.

   On  December  20,  1996, the Partnership  signed  a
   demand  note  payable to The Providence  Journal  Company
   for  up to $5,000,000.  Under the terms of the Note,  the
   Partnership  can  borrow  up  to  $5,000,000   from   The
   Providence  Journal Company.  Interest on the outstanding
   balance  of  the  Note  is  payable  monthly  at   prime,
   commencing  January 31, 1997.  As of December  31,  1996,
   $1,500,000  was outstanding and through February 1997, the
   Partnership borrowed an additional $2,500,000.

   (d) "Lets Make Sure Everybody Eats Foundation, Inc."
   On  April 15, 1994, the Partnership entered into  a
   trust  agreement  with  a member  of  management  and  an
   employee  of  The  Providence  Journal  Company  for  the
   formation  of "Lets Make Sure Everybody Eats  Foundation,
   Inc."   The Partnership's capacity in this trust is  that
   of a donor.

   The  Partnership  entered into a related  agreement
   with  several  charitable  organizations  to  produce  an
   annual   Lets   Make   Sure   Everybody   Eats   Telethon
   (Telethon).   The  Partnership has  the  option,  in  any
   given   year,  to  cancel  production  of  the  Telethon.
   During  1994 and 1995, the Partnership incurred costs  of
   approximately  $555,000  and $825,000,  respectively,  in
   conjunction  with the Telethon.  These  costs  have  been
   included   in  operating  expenses  in  the  accompanying
   statement  of  operations.  No Telethon was  produced  in
   1996.

<PAGE>

(7) Accrued Expenses
  Accrued  expenses  consist of the  following  at  December
  31,1995 and 1996:

<TABLE>
<CAPTION>
                                              1995            1996

    <S>                                   <C>            <C>
    Salaries and wages                    $ 140,011      $ 605,672
    Employee benefits and payroll taxes      21,483        282,213
    Sales taxes                                 -          443,953
    Other                                       -          226,000

                                          $ 161,494      $1,557,838
</TABLE>

 (8) Operating Leases
  The   Partnership  has  certain  noncancelable   operating
  leases  with  renewal options for studio and office  space
  and   equipment.   Future  minimum  lease  payments  under
  noncancelable  operating  leases,  including  leases  with
  related  parties  (see note 6), are due in  the  following
  years:

        1997                                   $1,934,543
        1998                                    1,142,213
        1999                                      343,290
        2000                                      101,212
        2001  and  thereafter                     226,110

  Rental  expense  for  the years ended December  31,  1994,
  1995  and  1996  was approximately $2,087,000,  $1,877,000
  and  $1,929,000, respectively.  At December 31, 1994, 1995
  and   1996,  the  Partnership  has  a  letter  of   credit
  commitment in an amount of $750,000 in support  of  leased
  studio space.

(9) Investment
  On  November 18, 1996, the Partnership and EMG  Worldwide,
  Inc.   ("EMG")   entered  into  an   operating   agreement
  resulting  in  the  formation of Chef  Events  LLC  ("Chef
  Events").   Chef  Events is 90% owned by  the  Partnership
  and 10% owned by EMG and was initially capitalized with  a
  $400,000  cash  contribution  by  the  Partnership  and  a
  $45,000  property  contribution by EMG.   The  Partnership
  subsequently contributed an additional $300,000  to  cover
  sign-on  bonuses  to the management of Chef  Events.   The
  results  of Chef Events' operations have been consolidated
  with  the  Partnership  and  the  10%  owned  by  EMG   is
  reflected  in  these consolidated financial statements  as
  minority interest.

(10) Commitments
  The  Partnership has agreements with one of its  employees
  and   one  of  its  contracted  celebrity  representatives
  pursuant  to  which they may receive future cash  payments
  through  the year 2001 based on the attainment  of  future
  goals  or  increases in the value of the Partnership.   At
  December  31,  1996,  approximately $200,000  was  payable
  pursuant   to  these  agreements;  however,  the   amounts
  ultimately payable may increase through the year 2001.

(11) Subsequent Event (unaudited)
  On  September  4,  1997, A. H. Belo  agreed  to  sell  its
  interest  in  TVFN  to The E. W. Scripps  Co.  ("Scripps").
  Pursuant to this merger, Scripps will replace A.  H.  Belo
  as the significant partner of the Partnership.  Management's
  plans to fund the operations of the Partnership will be
  unaffected as Scripps will replace A. H. Belo as the
  Partnership's primary source of operating capital.


  On March 28, 1997, TVFN was launched on DIRECTV.  TVFN accrued
  $7,600,000 related to launch incentive and advertising fees,
  which is included in launch incentives payable at June 30, 1997.
  Launch incentive costs have been capitalized and are being 
  amortized over the five year term of the carriage agreement.
<PAGE>

                       THE E. W. SCRIPPS COMPANY
                                   
               INDEX TO PRO FORMA FINANCIAL INFORMATION
                                   
                                   
     
     Pro Forma Balance Sheet as of June 30, 1997               P-2
     Pro Forma Statement of Income for the Six 
         Months Ended June 30, 1997                            P-3
     Pro Forma Statement of Income for the Year 
         Ended December 31, 1996                               P-4
     Notes to Pro Forma Financial Information                  P-5
     
<PAGE>

<TABLE>
PRO FORMA BALANCE SHEET  (UNAUDITED)                                                                                            
AS OF JUNE 30, 1997                                                                                                             
<CAPTION>
( in thousands )                                                                                                                

                                                                    ----- As Reported -------            Pro             Pro      
                                                                                 Harte-Hanks             Forma          Forma as
                                                              Scripps      Newspapers   Television    Adjustments       Adjusted
<S>                                                       <C>           <C>           <C>          <C>              <C>
ASSETS                                                                                                                          
Current Assets:                                                                                                                 
     Cash and cash equivalents                            $      13,794 $       1,669 $        615                  $     16,078
     Short-term investments                                      33,389                            $    (33,389)  D              
     Accounts and notes receivable                              176,484        12,926        5,542                       194,952
     Program rights and production costs                         29,979                      1,172                        31,151
     Inventories                                                 12,705         4,203           21                        16,929
     Subscriber acquisition costs                                 9,731                                                    9,731
     Deferred income taxes                                       25,134           783          173        (956)   E       25,134
     Miscellaneous                                               33,303         1,166          312                        34,781
     Total current assets                                       334,519        20,747        7,835     (34,345)          328,756
Investments                                                      66,067                                                   66,067
Property, Plant and Equipment                                   426,267        32,952        7,612       18,700   C      485,531
Goodwill and Other Intangible Assets                            581,170       126,343       47,701      541,756   C    1,296,970
Other Assets:                                                                                                                   
     Program rights and production costs                         25,330                      1,692                        27,022
     Subscriber acquisition costs                                49,046                                                   49,046
     Receivable from Harte-Hanks                                              135,377       36,637    (172,014)   B             
     Miscellaneous                                               19,961            77          190                        20,228
     Total other assets                                          94,337       135,454       38,519    (172,014)           96,296
TOTAL ASSETS                                              $   1,502,360 $     315,496 $    101,667 $    354,097     $  2,273,620
                                                                                                                                
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                            
Current Liabilities:                                                                                                            
    Current portion of long-term debt                     $      90,040                            $    156,926   D $    246,966
    Accounts payable                                             53,860 $       2,137 $      1,815                        57,812
    Customer deposits and unearned revenue                       33,905         3,703                                     37,608
    Accrued liabilities:                                                                                                        
        Employee compensation and benefits                       32,764         3,168          764                        36,696
        Subscriber acquisition costs                             40,357                                                   40,357
        Miscellaneous                                            45,298         1,553          123                        46,974
    Total current liabilities                                   296,224        10,561        2,702      156,926          466,413
Deferred Income Taxes                                            69,998         5,403        1,826      (7,229)   E       69,998
Long-Term Debt                                                   31,819                                 600,000   D      631,819
Other Long-Term Obligations and Minority Interests              102,105            20        1,051                       103,176
Stockholders' Equity                                          1,002,214       299,512       96,088    (395,600)        1,002,214
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $   1,502,360 $     315,496 $    101,667 $    354,097     $  2,273,620
                                                                                                                                
See notes to pro forma financial information.
</TABLE>

<TABLE>
PRO FORMA BALANCE SHEET  (UNAUDITED)                                                                          
AS OF JUNE 30, 1997                                                                                           
<CAPTION>
( in thousands )                                                                                              
                                              Pro        Sale of      TV Food         Pro               Pro
                                            Forma as   Harte-Hanks    Network        Forma            Forma as
                                            Adjusted   Television   As Reported   Adjustments         Adjusted
<S>                                        <C>        <C>          <C>          <C>              <C>
ASSETS                                                                                                        
Current Assets:                                                                                               
     Cash and cash equivalents             $   16,078 $     70,997 $      9,362 $    (71,681)  D $      24,825
     Short-term investments                                               3,417                          3,417
     Accounts and notes receivable            194,952      (5,542)        3,168                        192,578
     Program rights and production costs       31,151      (1,172)        4,035                         34,014
     Inventories                               16,929         (21)           98                         17,006
     Subscriber acquisition costs               9,731                     3,638       (3,638)  C         9,731
     Deferred income taxes                     25,134                                                   25,134
     Miscellaneous                             34,781        (312)          661                         35,130
     Total current assets                     328,756       64,019       24,379      (75,319)          341,835
Investments                                    66,067      133,231                  (133,231)  C        66,067
Property, Plant and Equipment                 485,531     (11,321)        4,034         3,651  C       481,895
Goodwill and Other Intangible Assets        1,296,970    (187,800)        3,616       117,671  C     1,230,457
Other Assets:                                                                                                 
     Program rights and production costs       27,022      (1,692)        2,308                         27,638
     Subscriber acquisition costs              49,046                     8,629       (8,629)  C        49,046
     Receivable from Harte-Hanks                                                                              
     Miscellaneous                             20,228        (190)                                      20,038
     Total other assets                        96,296      (1,882)       10,937       (8,629)           96,722
TOTAL ASSETS                               $2,273,620 $    (3,753) $     42,966 $    (95,857)    $   2,216,976
                                                                                                              
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                          
Current Liabilities:                                                                                          
    Current portion of long-term debt      $  246,966                           $    (71,681)  D $     175,285
    Accounts payable                           57,812 $    (1,815) $      2,213                         58,210
    Customer deposits and unearned revenue     37,608                       841                         38,449
    Accrued liabilities:                                                                                      
        Employee compensation and benefits     36,696        (764)          534                         36,466
        Subscriber acquisition costs           40,357                    10,997                         51,354
        Miscellaneous                          46,974        (123)          290                         47,141
    Total current liabilities                 466,413      (2,702)       14,875      (71,681)          406,905
Deferred Income Taxes                          69,998                                                   69,998
Long-Term Debt                                631,819                                                  631,819
Other Long-Term Obligations and               103,176      (1,051)        2,187         1,728 C,F      106,040
Minority Interests
Stockholders' Equity                        1,002,214                    25,904      (25,904)        1,002,214
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,273,620 $    (3,753) $     42,966 $    (95,857)    $   2,216,976
                                                                                                              
See notes to pro forma financial information. 
</TABLE>

<PAGE>

<TABLE>
PRO FORMA INCOME STATEMENT  (UNAUDITED)                                                                                         
FOR THE SIX MONTHS ENDED JUNE 30, 1997                                                                                          
<CAPTION>
( in thousands )                                                                                                                
                                                                  ------- As Reported ---------          Pro             Pro      
                                                                                Harte-Hanks             Forma           Forma as
                                                              Scripps      Newspapers   Television    Adjustments       Adjusted
                                                                                                                                
<S>                                                       <C>           <C>           <C>          <C>              <C>     
Operating Revenues                                        $     596,222 $      62,517 $     13,512                  $    672,251
                                                                                                                                
Operating Expenses:                                                                                                             
    Employee compensation and benefits                          191,186        21,407        4,291 $      (161)   B      216,723
    Newsprint and ink                                            57,767         8,209                                     65,976
    Program, production and copyright costs                      42,815                        863                        43,678
    Other operating expenses                                    142,680        12,879        2,222                       157,781
    Depreciation                                                 25,894         2,025          500          850   C       29,269
    Amortization of intangible assets                             9,668         2,318          874        5,831   C       18,691
    Total operating expenses                                    470,010        46,838        8,750        6,520          532,118
                                                                                                                                
Operating Income                                                126,212        15,679        4,762      (6,520)          140,133
                                                                                                                                
Other Credits (Charges):                                                                                                        
    Interest expense                                            (5,050)                                (22,512)   D     (27,562)
    Miscellaneous, net                                              481          (26)                     (630)   D        (175)
    Net other credits (charges)                                 (4,569)          (26)                  (23,142)         (27,737)
                                                                                                                                
Income Before Taxes and Minority Interests                      121,643        15,653        4,762     (29,662)          112,396
Provision for Income Taxes                                       51,205         7,015        2,110     (11,347)   E       48,983
                                                                                                                                
Income Before Minority Interests                                 70,438         8,638        2,652     (18,315)           63,413
Minority Interests                                                1,836                                                    1,836
                                                                                                                                
Net Income                                                $      68,602 $       8,638 $      2,652 $   (18,315)     $     61,577
                                                                                                                                
                                                                                                                                
Weighted-average shares outstanding                              80,937                                                   80,937
                                                                                                                                
Net income per share of common stock                               $.85                                                     $.76
                                                                                                                                
See notes to pro forma financial information.
</TABLE>


<TABLE>
PRO FORMA INCOME STATEMENT  (UNAUDITED)                                                                       
FOR THE SIX MONTHS ENDED JUNE 30, 1997                                                                        
<CAPTION>
( in thousands )                                                                                              
                                              Pro        Sale of      TV Food         Pro              Pro
                                            Forma as   Harte-Hanks    Network        Forma           Forma as
                                            Adjusted   Television   As Reported   Adjustments        Adjusted
                                                                                                              
<S>                                     <C>           <C>          <C>          <C>              <C>      
Operating Revenues                      $     672,251 $   (13,512) $      9,480                  $     668,219
                                                                                                              
Operating Expenses:                                                                                           
    Employee compensation and benefits        216,723      (4,241)        7,349                        219,831
    Newsprint and ink                          65,976                                                   65,976
    Program, production and copyright costs    43,678        (863)        2,427                         45,242
    Other operating expenses                  157,781      (2,222)        9,134                        164,693
    Depreciation                               29,269        (681)          752           228  C        29,568
    Amortization of intangible assets          18,691      (2,348)          339         2,142  C        18,824
    Total operating expenses                  532,118     (10,355)       20,001         2,370          544,134
                                                                                                              
Operating Income                              140,133      (3,157)     (10,521)       (2,370)          124,085
                                                                                                              
Other Credits (Charges):                                                                                      
    Interest expense                         (27,562)                     (256)         2,124  D      (25,694)
    Miscellaneous, net                          (175)                       127                           (48)
    Net other credits (charges)              (27,737)                     (129)         2,124         (25,742)
                                                                                                              
Income Before Taxes and Minority Interests    112,396      (3,157)     (10,650)         (246)           98,343
Provision for Income Taxes                     48,983      (1,496)                    (3,844)  E        43,643
                                                                                                              
Income Before Minority Interests               63,413      (1,661)     (10,650)         3,598           54,700
Minority Interests                              1,836                       (5)         (846)  F           985
                                                                                                              
Net Income                              $      61,577 $    (1,661) $   (10,645) $       4,444    $      53,715
                                                                                                              
                                                                                                              
Weighted-average shares outstanding            80,937                                                   80,937
                                                                                                              
Net income per share of common stock             $.76                                                     $.66
                                                                                                              
See notes to pro forma financial information.
</TABLE>

<PAGE>

<TABLE>
PRO FORMA INCOME STATEMENT  (UNAUDITED)                                                                                         
FOR THE YEAR ENDED DECEMBER 31, 1996                                                                                            
<CAPTION>
( in thousands )                                                                                                                
                                                                 ---- As Reported ----------           Pro                Pro
                                                                                 Harte-Hanks          Forma             Forma as
                                                              Scripps      Newspapers   Television  Adjustments         Adjusted
                                                                                                                                
<S>                                                       <C>           <C>           <C>          <C>              <C>
Operating Revenues                                        $   1,121,858 $     124,313 $     26,100                  $  1,272,271
                                                                                                                                
Operating Expenses:                                                                                                             
    Employee compensation and benefits                          360,697        41,023        8,361 $      (310)   B      409,771
    Newsprint and ink                                           123,390        19,957                                    143,347
    Program, production and copyright costs                      88,990                      1,347                        90,337
    Other operating expenses                                    273,553        25,515        4,619                       303,687
    Depreciation                                                 49,528         3,927        1,044        1,780   C       56,279
    Amortization of intangible assets                            19,849         4,637        1,748       11,660   C       37,894
    Total operating expenses                                    916,007        95,059       17,119       13,130        1,041,315
                                                                                                                                
Operating Income                                                205,851        29,254        8,981     (13,130)          230,956
                                                                                                                                
Other Credits (Charges):                                                                                                        
    Interest expense                                            (9,629)                       (20)     (44,945)   D     (54,594)
    Net gains and unusual items                                  21,531                                                   21,531
    Miscellaneous, net                                            1,834            32                     (123)   D        1,743
    Net other credits (charges)                                  13,736            32         (20)     (45,068)         (31,320)
                                                                                                                                
Income from Continuing Operations                                                                                               
    Before Taxes and Minority Interests                         219,587        29,286        8,961     (58,198)          199,636
Provision for Income Taxes                                       86,011        13,005        4,000     (22,260)   E       80,756
                                                                                                                                
Income from Continuing Operations                                                                                               
    Before Minority Interests                                   133,576        16,281        4,961     (35,938)          118,880
Minority Interests                                                3,436                                                    3,436
                                                                                                                                
Income From Continuing Operations                               130,140        16,281        4,961     (35,938)          115,444
Income From Discontinued Operation - Cable Television            27,263                                                   27,263
                                                                                                                                
Net Income                                                $     157,403 $      16,281 $      4,961 $   (35,938)     $    142,707
                                                                                                                                
                                                                                                                                
Weighted-average shares outstanding                              80,401                                                   80,401
                                                                                                                                
Per Share of Common Stock:                                                                                                      
     Income from continuing operations                            $1.62                                                    $1.44
                                                                                                                                
     Net income                                                   $1.96                                                    $1.77
                                                                                                                                
See notes to pro forma financial information.
</TABLE>


<TABLE>
PRO FORMA INCOME STATEMENT  (UNAUDITED)                                                                       
FOR THE YEAR ENDED DECEMBER 31, 1996                                                                          
<CAPTION>
( in thousands )                                                                                              
                                              Pro        Sale of      TV Food         Pro              Pro
                                            Forma as   Harte-Hanks    Network        Forma           Forma as
                                            Adjusted   Television   As Reported   Adjustments        Adjusted
                                                                                                              
<S>                                     <C>           <C>          <C>          <C>              <C>    
Operating Revenues                      $   1,272,271 $   (26,100) $     13,405                  $   1,259,576
                                                                                                              
Operating Expenses:                                                                                           
    Employee compensation and benefits        409,771      (8,268)       12,475                        413,978
    Newsprint and ink                         143,347                                                  143,347
    Program, production and copyright costs    90,337      (1,347)        4,281                         93,271
    Other operating expenses                  303,687      (4,619)       13,739                        312,807
    Depreciation                               56,279      (1,363)        1,366 $         456  C        56,738
    Amortization of intangible assets          37,894      (4,695)          792         3,945  C        37,936
    Total operating expenses                1,041,315     (20,292)       32,653         4,401        1,058,077
                                                                                                              
Operating Income                              230,956      (5,808)     (19,248)       (4,401)          201,499
                                                                                                              
Other Credits (Charges):                                                                                      
    Interest expense                         (54,594)           20                      3,486  D      (51,088)
    Net gains and unusual items                21,531                                                   21,531
    Miscellaneous, net                          1,743                       273                          2,016
    Net other credits (charges)              (31,320)           20          273         3,486         (27,541)
                                                                                                              
Income from Continuing Operations                                                                             
    Before Taxes and Minority Interests       199,636      (5,788)     (18,975)         (915)          173,958
Provision for Income Taxes                     80,756      (2,787)                    (7,031)  E        70,938
                                                                                                              
Income from Continuing Operations                                                                             
    Before Minority Interests                 118,880      (3,001)     (18,975)         6,116          103,020
Minority Interests                              3,436                      (39)       (1,504)  F         1,893
                                                                                                              
Income From Continuing Operations             115,444      (3,001)     (18,936)         7,620          101,127
Income From Discontinued Operation -           27,263                                                   27,263
Cable Television                                                                                               
                                                                                                              
Net Income                              $     142,707 $    (3,001) $   (18,936) $       7,620    $     128,390
                                                                                                              
                                                                                                              
Weighted-average shares outstanding            80,401                                                   80,401
                                                                                                              
Per Share of Common Stock:                                                                                    
     Income from continuing operations          $1.44                                                    $1.26
                                                                                                              
     Net income                                 $1.77                                                    $1.60
                                                                                                              
See notes to pro forma financial information.
</TABLE>

<PAGE>

NOTES TO PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

A.   Basis of Presentation

The unaudited pro forma financial information presented herein gives
effect to The E. W. Scripps Company's (the "Company") acquisition of
the newspaper and broadcast operations of Harte-Hanks Communications
(the "HHC Newspaper and HHC Broadcast Operations," respectively), the
subsequent sale of the HHC Broadcast Operations to certain subsidiaries 
of A.H. Belo Corporation ("Belo") for $75 million in cash and Belo's 
approximate 58% controlling interest in The Television Food 
Network ("TVFN," a 24-hour cable television network), and additional 
borrowings incurred by the Company in connection with such 
transactions (collectively referred to hereinafter as the 
"Transactions").  The Pro Forma Income Statements for the 
six months ended June 30, 1997, and for the year ended December 31, 1996, 
reflect adjustments as if the Transactions had occurred at the 
beginning of the periods.  The Pro Forma Balance Sheet as of 
June 30, 1997, reflects adjustments as if the Transactions had
occurred as of that date.

The acquisition of the HHC Newspaper Operations and TVFN will be
accounted for using the purchase method of accounting.  Accordingly,
assets acquired and liabilities assumed will be recorded at their
estimated fair values.  The estimated fair values presented in the
accompanying pro forma financial information are based upon
preliminary estimates, and are subject to further adjustment based on
appraisals and other analyses.  Management does not expect that the
final allocation of the purchase price will differ materially from the
allocations set forth in the pro forma financial information presented
herein.

The pro forma adjustments are based upon available information and
assumptions that management believes are reasonable.  The Pro Forma
Balance Sheet and Income Statements do not purport to present the
financial position or results of operations of the Company had the
Transactions occurred on the dates specified, nor are they necessarily
indicative of the results of operations that may be achieved in
the future.  The Pro Forma Income Statements do not reflect any
adjustments for synergies or cost savings that management expects to
realize.  No assurances can be made as to the amount of cost savings
or revenue enhancement, if any, that actually will be realized.

The pro forma financial information should be read in conjunction with
the consolidated financial statements and related notes included in
the Company's Annual Report on Form 10-K for the year ended December
31, 1996, and Quarterly Report on Form 10-Q for the period ended June
30, 1997, and the financial statements and notes thereto of the HHC
Newspaper Operations, the HHC Broadcast Operations, and TVFN included
in this Current Report on Form 8-K.  Certain amounts in the HHC
Newspaper Operations, HHC Broadcast Operations and TVFN financial
statements have been reclassified to conform to the Company's
classifications.

B.   Assets Not Acquired and Liabilities Not Assumed

The HHC Newspaper and Broadcast Operations' intercompany receivables 
will not be acquired by the Company, and the Company will not
assume obligations related to the HHC Newspaper and Broadcast
Operations' stock option plans.  Therefore, the Pro Forma Balance
Sheet and Pro Forma Income Statements have been adjusted to remove
these amounts from the historical financial position and results of
operations of the HHC Newspaper and Broadcast Operations.

<PAGE>

C.   Description of Consideration and Fair Value Adjustments

The pro forma cost of the Transactions has been allocated to assets
acquired and liabilities assumed at their estimated fair values as
follows:

<TABLE>
<CAPTION>
( in thousands )                                                                                                     Net
                                                                                     Sale of                       Pro Forma  
                                             Harte-Hanks   Harte-Hanks               Harte-Hanks          TV        Cost of   
                                             Newspapers     Television     Total     Television          Food     Transactions
                                                                                                                        
<S>                                           <C>        <C>           <C>          <C>              <C>          <C>
Purchase price                                $  575,000 $     200,000 $    775,000 $  (200,000)     $    125,000 $    700,000
Estimated working capital adjustment               9,403         4,912       14,315      (4,912)            7,300       16,703
Estimated fees and expenses                        1,000                      1,000                         1,000        2,000
Pro forma cost of the acquisition                585,403       204,912      790,315    (204,912)          133,300      718,703
                                                                                                                              
Net tangible book value of assets acquired       173,169        48,387      221,556     (48,387)           10,832      184,001
Intercompany balances not acquired             (135,377)      (36,637)    (172,014)       36,637                     (135,377)
Book value of net tangible assets                 37,792        11,750       49,542     (11,750)           10,832       48,624
Estimated fair value adjustments                  21,611         5,362       26,973      (5,362)           23,958       45,569
Estimated fair value of net tangible and                                                                                      
     identifiable intangible assets acquired      59,403        17,112       76,515     (17,112)           34,790       94,193
                                                                                                                              
Excess of cost over fair value of net assets  $  526,000 $     187,800 $    713,800 $  (187,800)     $     98,510 $    624,510
acquired
</TABLE>


The estimated fair value adjustments consist of the following:

<TABLE>
<CAPTION>
( in thousands )                                                                           Sale of                 Net Pro Forma
                                               Harte-Hanks   Harte-Hanks                 Harte-Hanks        TV        Cost of     
                                               Newspapers     Television     Total       Television        Food    Transactions     
                                                                                                                          
<S>                                             <C>        <C>           <C>          <C>               <C>        <C>      
Step-up of property, plant and equipment to     $   14,991 $       3,709 $     18,700 $     (3,709)     $    3,651 $     18,642
   fair value
Customer lists and carriage contracts                2,000                      2,000                       19,976       21,976
Reduce long-term obligations to fair value                                                                     331          331
Deferred income tax adjustment                       4,620         1,653        6,273       (1,653)                       4,620
Total estimated fair value adjustments          $   21,611 $       5,362 $     26,973 $     (5,362)     $   23,958 $     45,569
</TABLE>


Property, plant and equipment will be depreciated on a straight-line
basis over lives averaging approximately eight years. Newspaper
customer lists will be amortized on a straight-line basis over lives
averaging approximately 10 years.  TVFN carriage contracts will be
amortized based on the percentage of the current period's subscriber
revenue to estimated total subscriber revenue over the terms of the
contracts, or for contracts which do not require payment of subscriber
fees, on a straight-line basis over the lives of the contracts, which
average approximately 4 years.

The excess of cost over the fair value of the net tangible and
identifiable intangible assets acquired will be allocated to goodwill.
Goodwill will be amortized on a straight-line basis over 40 years.

The Pro Forma Income Statements give effect to the periodic
depreciation and amortization that would have resulted during the
periods presented.

<PAGE>

D.   Borrowings and Interest Expense

In connection with the Transactions the Company expects to issue
$100 million of five-year and $100 million of ten-year notes.   
The amount and mix of the five-year and ten-year notes may be
adjusted based upon market conditions.  The Company also expects
to replace its existing $50 million variable rate credit facilities 
with Competitive Advance and Revolving Credit Facility 
Agreements (the "Variable Rate Credit Facilities") which 
collectively will permit aggregate borrowings up to $800 million.
The Variable Rate Credit Facilities will be comprised of two 
unsecured lines, one limited to $400 million principal amount 
maturing in one year, and the other limited to $400 million 
principal amount maturing in five years.  Borrowings under 
the Variable Rate Credit Facilities will be available on a 
committed revolving credit basis at any of three short-term 
rates (including the prime rate) or through an auction procedure 
at the time of each borrowing allowing banks to offer lower rates.
The Variable Rate Credit Facilities may also be used by the Company 
in whole or in part, in lieu of direct borrowings, as credit support 
for a commercial paper program to be established by the Company.

Cash received in the sale of the HHC Broadcast Operations will be
used to reduce outstanding borrowings.  The Transactions will also
be funded in part with the Company's existing cash and short-term
investments.  Based upon the pro forma cost of the Transactions,
the Company would have borrowed approximately $485 million under
the Variable Rate Credit Facilities if the acquisition had been
completed as of June 30, 1997.  Pro forma borrowings at June 30,
1997, are as follows:


<TABLE>
<CAPTION>
( in thousands )                                                                                  
                                                                                                  
<S>                                                                                   <C>     
Variable Rate Credit Facilities                                                       $    485,314
Five-year and ten-year notes to be sold                                                    200,000
6.17% note, due in 1997                                                                     90,000
7.375% notes, due in 1998                                                                   29,706
Other notes                                                                                  2,153
Total pro forma borrowings                                                            $    807,173
</TABLE>

The Pro Forma Income Statements give effect to the interest charges
that would have been incurred during the periods presented, assuming a
weighted average interest rate of 6.5% on the notes and a weighted average
borrowing rate of approximately 5.65% on the Variable Rate Credit
Facilities.  The Pro Forma Income Statements also give effect to the
lower investment income that would have been earned during the periods
presented, based upon the Company's actual yields on its cash balances
and investment portfolio during those periods.

E.   Income Taxes

The Pro Forma Income Statements have been adjusted to reflect the
amount of income taxes that would have been incurred had the
Transactions been completed at the beginning of the periods presented.
In accordance with Internal Revenue Service regulations, TVFN losses
are reported on the tax returns of the partners.  Therefore, the
income tax adjustment does not include tax benefits for TVFN losses
that would be reported on the tax returns of minority partners.

The estimated fair value of the assets acquired and liabilities
assumed for financial reporting purposes will not differ materially
from their respective tax bases.  Therefore, the Pro Forma Balance
Sheet has been adjusted to remove the deferred income tax assets and
liabilities from the historical financial position of the HHC
Newspaper and Broadcast Operations.

F.   Minority Interest

The Pro Forma Income Statements and Pro Forma Balance Sheet have 
been adjusted to reflect the minority share of TVFN results of 
operations and the minority interest in the net assets of TVFN.

<PAGE>

                  THE E. W. SCRIPPS COMPANY
                              
                      INDEX TO EXHIBITS
                              
                              

Acquisition Agreement, Dated as of May 16, 1997 by and
  between The E. W. Scripps Company and Harte-Hanks 
  Communications, Inc.                                            E-2
Exchange Agreement, Dated as of September 4, 1997, By and
  Among Belo Holdings Inc., Colony Cable Networks, Inc., 
  PJ Programming, Inc., BHI  Sub, Inc. and  
  The E. W. Scripps Company.                                      E-34

<PAGE>


                    ACQUISITION AGREEMENT
                              
                  Dated as of May 16, 1997
                              
                       By and Between
                              
                              
                  THE E. W. SCRIPPS COMPANY
                              
                             and
                              
              HARTE-HANKS COMMUNICATIONS, INC.


<PAGE>
                              
                      TABLE OF CONTENTS

                                                             Page
                          ARTICLE I

                 Purchase and Sale of Shares

Section 1.1      Sale of Acquired Business                     E-6
Section 1.2      Purchase Price                                E-6
Section 1.3      Purchase Price Adjustment                     E-7
Section 1.4      Purchase Price Allocation                     E-8

                         ARTICLE II

                           Closing

Section 2.1      Time and Place                                E-8
Section 2.2      Delivery by Seller                            E-8
Section 2.3      Delivery by Buyer                             E-8

                         ARTICLE III

          Representations and Warranties of Seller

Section 3.1       Organization                                 E-9
Section 3.2       Capitalization                               E-9
Section 3.3       Authority                                    E-9
Section 3.4       Consents and Approvals; No Violations       E-10
Section 3.5       Acquired Business Financial Statements      E-10
Section 3.6       Litigation                                  E-10
Section 3.7       Employee Benefits                           E-11
Section 3.8       Absence of Certain Changes or Events        E-11
Section 3.9       No Violation of Law                         E-12
Section 3.10      Taxes                                       E-12
Section 3.11      Environmental Matters                       E-13
Section 3.12      Material Contracts                          E-14
Section 3.13      Brokers or Finders                          E-14
Section 3.14      Title to Assets                             E-14
Section 3.15      Condition of Assets                         E-14
Section 3.16      Employees                                   E-14
Section 3.17      Insurance                                   E-14
Section 3.18      FCC Licenses                                E-15

<PAGE>

                         ARTICLE IV

           Representations and Warranties of Buyer

Section 4.1      Organization                                 E-15
Section 4.2      Authority                                    E-15
Section 4.3      Consents and Approvals; No Violations        E-16
Section 4.4      Litigation                                   E-16
Section 4.5      No Violation of Law                          E-16
Section 4.6      Sufficient Funds                             E-16
Section 4.7      Purchase for Investment                      E-16
Section 4.8      Brokers or Finders                           E-17
Section 4.9      Investigations                               E-17

                          ARTICLE V

                Covenants Pending the Closing

Section 5.1     Covenants of Seller with Respect to 
                  the Acquired Business                       E-17
Section 5.2     Covenants of Seller                           E-19
Section 5.3     Covenants of Buyer                            E-19
Section 5.4     Control of the Seller Stations                E-19

                         ARTICLE VI

                    Additional Agreements

Section 6.1      Reasonable Efforts                           E-20
Section 6.2      Access to Information                        E-20
Section 6.3      Legal Conditions to Purchase                 E-20
Section 6.4      Use of Names                                 E-20
Section 6.5      Intercompany Balances                        E-20
Section 6.6      Employee Matters; Seller Stock Plans         E-20
Section 6.7      Defense and Payment of Certain Claims        E-22
Section 6.8      Insurance                                    E-23
Section 6.9      Fees and Expenses                            E-23
Section 6.10     Taxes                                        E-23
Section 6.11     Sales and Transfer Taxes                     E-26
Section 6.12     Assignment of Contracts and Permits          E-26
Section 6.13     Notification                                 E-26
Section 6.14     Indemnity Relating to Certain Litigation; 
                   and Certain Benefits Liabilities           E-26

                         ARTICLE VII

                         Conditions

Section 7.1      Conditions to Each Party's Obligation to 
                   Effect the Closing                         E-28
Section 7.2      Conditions of Obligations of Buyer           E-28
Section 7.3      Conditions of Obligations of Seller          E-29

<PAGE>

                        ARTICLE VIII

                  Termination and Amendment

Section 8.1      Termination                                  E-29
Section 8.2      Effect of Termination                        E-30
Section 8.3      Amendment                                    E-30
Section 8.4      Extension; Waiver                            E-30

                         ARTICLE IX

                        Miscellaneous

Section 9.1      Nonsurvival of Representations and 
                   Warranties                                 E-30
Section 9.2      Notices                                      E-31
Section 9.3      Interpretation                               E-32
Section 9.4      Counterparts                                 E-32
Section 9.5      Entire Agreement; No Third-Party 
                   Beneficiaries                              E-32
Section 9.6      Governing Law                                E-32
Section 9.7      Specific Performance                         E-32
Section 9.8      Publicity                                    E-32
Section 9.9      Assignment                                   E-32
Section 9.10     Further Assurances                           E-32
                              
                   Schedules and Exhibits

Seller Disclosure Schedule

Exhibit A  -                              Noncompetition Agreement
Exhibit B  -                       Television Financial Statements
Exhibit C  -                        Newspaper Financial Statements


<PAGE>

                    ACQUISITION AGREEMENT


     ACQUISITION AGREEMENT (this "Agreement"), dated as of
May 16, 1997, by and between THE E. W. SCRIPPS COMPANY, an
Ohio corporation ("Buyer"), and HARTE-HANKS COMMUNICATIONS,
INC., a Delaware corporation ("Seller").

     WHEREAS, Buyer and Seller have entered into an
Agreement and Plan of Reorganization dated as of May 16,
1997 (the "Merger Agreement") providing for the merger (the
"Merger") of Seller into Buyer after Seller shall have
effected the Distribution (as defined in the Merger
Agreement);

     WHEREAS, in the event that the Merger Agreement is
terminated, Buyer desires to purchase, and Seller desires to
sell, substantially all of Seller's newspaper, television
and radio operations, on the terms and subject to the
conditions contained in this Agreement;

     NOW, THEREFORE, in consideration of the foregoing and
the respective representations, warranties, covenants and
agreements set forth herein, the parties hereto agree as
follows:


                          ARTICLE I

                Purchase and Sale of Business

     Section 1.1    Sale of Acquired Business.  Upon the
terms and subject to the conditions hereof, at the closing
of the transactions contemplated hereby (the "Closing"),
Seller will sell and assign to Buyer, and Buyer will
purchase and acquire from Seller, the Acquired Business.
The "Acquired Business" means and includes the assets,
liabilities, capital stock and interests reflected on the
Acquired Business Balance Sheet (as defined in Section 3.5),
as such assets and liabilities may have changed since the
date of the Acquired Business Balance Sheet, but in any
event shall include all of Seller's direct and indirect
right, title and interest in the assets used primarily in,
and all of Seller's liabilities and obligations (accrued,
absolute, contingent, undisclosed or otherwise) which are
primarily related to or have arisen or will arise from
Seller's newspaper, television and radio businesses,
including the ownership and operation of the newspapers
listed in Section 1.1 of the Seller Disclosure Schedule,
KENS-TV and KENS-AM.  The Acquired Business shall include
the following Subsidiaries of Seller (individually, a
"Acquired Subsidiary" and collectively, the "Acquired
Subsidiaries"): Independent Publishing Company, a South
Carolina corporation ("IPC"), Harte-Hanks Community
Newspapers, Inc., a Texas corporation ("Community
Newspapers"), and Harte-Hanks Television, Inc., a Delaware
corporation ("HHTV").  As used in this Agreement, the word
"Subsidiary" means, with respect to any party, any
corporation or other organization, whether incorporated or
unincorporated, of which (i) such party or any other
Subsidiary of such party is a general partner (excluding
partnerships the general partnership interests of which held
by such party and any Subsidiary of such party do not have a
majority of the voting interest in such partnership) or (ii)
securities or other interests having by their terms a
majority of the outstanding voting power with respect to
such corporation or other organization are directly or
indirectly owned or controlled by such party or by any one
or more of its Subsidiaries, or by such party and one or
more of its Subsidiaries.

     Section 1.2    Purchase Price.  The total consideration
(the "Purchase Price") for the Acquired Business will be the
sum of $775 million, plus or minus the positive or negative
amount of net working capital (current assets less current
liabilities) of the Acquired Business estimated by the chief
financial officer of Seller as the net working capital as of
the Closing Date pursuant to Section 7.2(c) (the "Cash
Payment"), plus Buyer's assumption of Seller's liabilities
included in the Acquired Business, plus or minus the
adjustment amount calculated pursuant to Section 1.3.  At
the Closing, Buyer will pay the Cash Payment to Seller by
wire transfer of immediately available funds.

<PAGE>

Section 1.3    Purchase Price Adjustment.

          (a)  No later than 45 days after the Closing Date,
Seller shall deliver to Buyer a balance sheet of the
Acquired Business at the Closing Date (the "Closing Balance
Sheet").  The Closing Balance Sheet shall be prepared in
accordance with generally accepted accounting principles on
a basis consistent with the Acquired Business Financial
Statements (as defined below), except that the Closing
Balance Sheet will not include (i) any liabilities or
reserves in respect of Continuing Claims (as defined below),
(ii) will reflect all film contracts as long term assets and
all film contract payables as long term liabilities and
(iii) will not reflect as current liabilities the severance
obligations for Employees referenced in Section 6.6(a)
below.  To the extent that the net working capital (current
assets less current liabilities) of the Acquired Business as
shown on the Closing Balance Sheet is more or less than the
amount estimated by the chief financial officer of Seller as
the net working capital as of the Closing Date pursuant to
Section 7.2(c), Buyer shall pay to Seller, or Seller shall
pay to Buyer, the amount of such excess or shortfall,
respectively, by wire transfer of immediately available
funds within five days of the earlier to occur of
(i) acceptance by Buyer or (ii) the Neutral Auditors'
determination.

          (b)  After receipt of the Closing Balance Sheet,
Buyer shall have 20 days to review the Closing Balance
Sheet, together with the workpapers used in the preparation
thereof.  Representatives of Buyer and Seller shall be given
access to all work papers, books, records and other
information related to the preparation of the Closing
Balance Sheet to the extent required to complete their
review of the Closing Balance Sheet.  Buyer may dispute
items reflected on the Closing Date Balance Sheet only on
the basis that such amounts were not arrived at in
accordance with the consistent application of accounting
principles used in the preparation of the Acquired Business
Financial Statements.  Unless Buyer delivers written notice
to Seller on or prior to the 20th day after Buyer's receipt
of the Closing Balance Sheet specifying in reasonable detail
all disputed items and the basis therefor, Buyer shall be
deemed to have accepted and agreed to the Closing Balance
Sheet.  If Buyer so notifies Seller of its objection to the
Closing Balance Sheet, Buyer and Seller shall, within 30
days following such notice (the "Resolution Period"),
attempt to resolve their differences and any resolution by
them as to any disputed amounts shall be final, binding and
conclusive.
          
          (c)  If at the conclusion of the Resolution Period
there remain amounts in dispute pursuant to paragraph (b) of
this Section 1.3, then all amounts remaining in dispute
shall be submitted to a firm of nationally recognized
independent public accountants who shall not have had a
material relationship with Buyer or Seller within the past
two years (the "Neutral Auditors") and who shall be selected
by mutual agreement of Buyer and Seller within 10 days after
the expiration of the Resolution Period.  Each party agrees
to execute, if requested by the Neutral Auditors, a
reasonable engagement letter.  All fees and expenses
relating to the work, if any, to be performed by the Neutral
Auditors shall be borne equally by Buyer and Seller.  The
Neutral Auditors shall act as an arbitrator to determine,
based solely on presentations by Buyer and Seller, and not
by independent review or audit, only those issues still in
dispute.  The Neutral Auditors' determination shall be made
within 30 days of their selection, shall be set forth in a
written statement delivered to Buyer and Seller and shall be
final, binding and conclusive.

          (d)  "Continuing Claims" means all suits, claims,
actions, arbitrations, inquiries, proceedings or
investigations by or before any court, arbitral tribunal,
administrative agency or commission or other governmental,
regulatory or administrative agency or commission against
Seller or any of the Acquired Subsidiaries that arise from
facts or events occurring prior to the Closing Date relating
to bodily injury, property damage or worker's compensation
and that would fall under Seller's automobile, general
liability, or worker's compensation coverage.

<PAGE>

Section 1.4    Purchase Price Allocation.  The Purchase
Price will be allocated among the Shares and assets of
Seller constituting the remainder of the Acquired Business
as agreed by Seller and Buyer on or prior to Closing.
Except as otherwise provided in Section 6.10(b) in the event
a Section 338(h)(10) election is made, Buyer and Seller
will, not later than 90 days after the Closing, execute and
cause to be filed Forms 8594 under Internal Revenue Code of
1986, as amended (the "Code") reflecting such allocation.
Upon any adjustment to the Purchase Price under Section 1.3,
Buyer and Seller will each execute additional Forms 8594, if
necessary.


                         ARTICLE II
                              
                           Closing

     Section 2.1    Time and Place.  On the terms and
subject to the conditions of this Agreement, the Closing
will take place at the offices of Seller's outside counsel,
Hughes & Luce, L.L.P., located at 1717 Main Street, Suite
2800, Dallas, Texas 75201 at 10:00 a.m. local time on the
third business day following the date on which the last
remaining condition set forth in Article VII has been
satisfied or waived, or at such other time and place as the
parties hereto agree upon in writing (the "Closing Date").

     Section 2.2    Delivery by Seller. At the Closing,
Seller will deliver to Buyer the following:

          (a)  Certificates representing all of the issued
     and outstanding shares of capital stock in IPC,
     Community Newspapers and HHTV (collectively, the
     "Shares"), endorsed in blank or together with duly
     executed stock transfer powers in favor of Buyer;
          (b)  A receipt for the Cash Payment;
          (c)  A bill of sale and assignment, in form
     reasonably acceptable to Buyer, conveying to Buyer all
     of the assets included in the Acquired Business that
     are owned by Seller, together with certificates of
     title with respect to motor vehicles;
          (d)  Instruments of assignment, in form reasonably
     acceptable to Buyer, assigning to Buyer all of Seller's
     rights under the Contracts (as defined below) to which
     Seller is a party, and Seller shall have obtained all
     necessary consents to such assignments other than
     consents which the failure to obtain will not have a
     material adverse effect on the Acquired Business taken
     as a whole;
          (e)  A good and sufficient deed, in form
     reasonably acceptable to Buyer, conveying a good and
     clear record and marketable title to all of the real
     property owned by Seller and included in the Acquired
     Business;
          (f)  the Noncompetition Agreement in the form
     attached hereto as Exhibit A; and
          (g)  Each of the other documents and instruments
     required to be delivered under the terms of this
     Agreement.

     Section 2.3    Delivery by Buyer.  At the Closing,
     Buyer will deliver to Seller the following:

          (a)  The Cash Payment, in the manner required in
     Section 1.2;
          (b)  A receipt for the delivery of the Shares;
          (c)  An instrument of assumption of liabilities,
     in form reasonably acceptable to Seller, covering those
     liabilities of Seller included in the Acquired
     Business;
          (d)  the Noncompetition Agreement in the form
     attached hereto as Exhibit A; and
          (e)  Each of the other documents and instruments
     required to be delivered under the terms of this
     Agreement.

<PAGE>

                         ARTICLE III
                              
          Representations and Warranties of Seller

Seller represents and warrants to Buyer as follows:

     Section 3.1    Organization.  Each of Seller and the
Acquired Subsidiaries is duly organized, validly existing
and in good standing under the laws of the jurisdiction of
its incorporation and Seller and each Acquired Subsidiary
has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its
business as now being conducted, except where the failure to
be so organized, existing and in good standing or to have
such power and authority would not have a material adverse
effect on the Acquired Business taken as a whole.  Seller
and the Acquired Subsidiaries are each duly qualified or
licensed to do business and in good standing in each
jurisdiction in which the property owned, leased or operated
by them or the nature of the business conducted by them
makes such qualification or licensing necessary, except
where the failure to be so qualified or licensed and in good
standing would not in the aggregate have a material adverse
effect on the Acquired Business taken as a whole or on the
ability of Seller to consummate the transactions
contemplated hereby.  True, accurate and complete copies of
the charters and bylaws, including all amendments thereto,
of the Acquired Subsidiaries have heretofore been delivered
to Buyer.  As used in this Agreement, any reference to any
event, change or effect having a material adverse effect on
or with respect to the Acquired Business taken as a whole or
an entity (or group of entities taken as a whole) means that
such event, change or effect is materially adverse to the
business, properties, assets, results of operations or
financial condition of the Acquired Business or such entity
(or, if with respect thereto, of such group of entities
taken as a whole).

     Section 3.2    Capitalization.  The authorized capital
stock of IPC consists of 150 shares of common stock, $100.00
par value per share, all of which shares are issued and
outstanding and owned by Seller.  The authorized capital
stock of Community Newspapers consists of 6,000 shares of
common stock, no par value per share, all of which shares
are issued and outstanding and owned by Seller.  The
authorized capital stock of HHTV consists of 1,000 shares of
common stock, $1.00 par value per share, all of which shares
are issued and outstanding and owned by Seller.  All the
Shares are duly authorized, validly issued, fully paid and
non-assessable and free of any preemptive rights in respect
thereof.  There are no existing options, warrants, calls,
subscriptions or other rights or other agreements,
commitments, understandings or restrictions of any character
binding on any of the Acquired Subsidiaries with respect to
the issued or unissued capital stock of any of the Acquired
Subsidiaries.  There are no outstanding contractual
obligations of any of the Acquired Subsidiaries to
repurchase, redeem or otherwise acquire any shares of
capital stock of any of the Acquired Subsidiaries.  Upon the
sale of the Shares to Buyer at the Closing, Buyer will
acquire the entire legal and beneficial ownership in all of
the Shares, free and clear of any liens, claims, security
interests or encumbrances.

     Section 3.3    Authority.  Seller has the requisite
corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated
hereby.  The execution, delivery and performance of this
Agreement by Seller and the consummation by Seller of the
transactions contemplated hereby have been duly authorized
by Seller's Board of Directors, and no other corporate
proceedings on the part of Seller are necessary to authorize
this Agreement or for Seller to consummate the transactions
so contemplated hereby.  This Agreement has been duly
executed and delivered by Seller and, assuming this
Agreement constitutes a valid and binding obligation of
Buyer, constitutes a valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms.

<PAGE>

Section 3.4    Consents and Approvals; No Violations.
Except (a) as set forth in Section 3.4 of the Seller
Disclosure Schedule, (b) for filings, permits,
authorizations, consents and approvals as may be required
under, and other applicable requirements of, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), and the Communications Act of 1934,
as amended (the "FCC Act"), and (c) as may be necessary as a
result of any facts or circumstances relating solely to
Buyer or any of its Subsidiaries, none of the execution,
delivery or performance of this Agreement by Seller or the
consummation by Seller of the transactions contemplated
hereby and compliance by Seller with any of the provisions
hereof will (i) conflict with or result in any breach of any
provisions of the charters or bylaws of Seller or of any of
the Acquired Subsidiaries, (ii) require any filing by Seller
or any of the Acquired Subsidiaries with, or any permit,
authorization, consent or approval to be obtained by Seller
or any of the Acquired Subsidiaries of, any court, arbitral
tribunal, administrative agency or commission or other
governmental or other regulatory authority or agency (a
"Governmental Entity"), (iii) result in a violation or
breach of, or constitute (with or without due notice or
lapse of time or both) a default (or give rise to any right
of termination, amendment, cancellation or acceleration)
under, any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, lease, license, contract,
agreement or other instrument, obligation or commitment to
which Seller or any of the Acquired Subsidiaries is a party
or by which any of them or any of their properties or assets
may be bound ("Contracts") or result in the creation of any
lien upon any of the property or assets of the Acquired
Business, or (iv) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to Seller or
any of the Acquired Subsidiaries, except, in the case of
clause (ii), (iii) or (iv), for failures to file or obtain,
violations, breaches, defaults or liens which would not have
a material adverse effect on the Acquired Business taken as
a whole or the ability of Seller to consummate the
transactions contemplated hereby.  The Seller has no
knowledge of any facts or circumstances relating to the
Seller or any of its Acquired Subsidiaries that,
individually or in the aggregate, would prevent any
necessary approval of the transactions contemplated by this
Agreement under the FCC Act.

     Section 3.5    Acquired Business Financial Statements.
Attached hereto as Exhibits B and C are the audited balance
sheets (the "Acquired Business Balance Sheets") of the
Acquired Business as of December 31, 1996 ( the "Balance
Sheet Date") and December 31, 1995, and the related
statement of operations and cash flows for the three years
ended December 31, 1996 and the accompanying notes for the
Seller's television and radio operations and newspaper
operations, respectively (together with the Acquired
Business Balance Sheets, the "Acquired Business Financial
Statements").  The Acquired Business Financial Statements
have been prepared in accordance with generally accepted
accounting principles consistently applied, and, except as
set forth in Section 3.5 of the Seller Disclosure Schedule,
fairly present in all material respects the financial
position of the Acquired Business as at the dates thereof,
and the results of its operations for the periods then
ended.  After the Closing, except as otherwise contemplated
by this Agreement, neither Seller nor any of its other
Subsidiaries will own or have rights to use any of the
assets or property, whether tangible, intangible or mixed,
which are necessary for the conduct of the Acquired Business
as conducted on the date hereof.

     Section 3.6    Litigation.  Except as disclosed in the
Acquired Business Financial Statements or as set forth in
Section 3.6 of the Seller Disclosure Schedule, there is no
suit, action, proceeding or investigation relating to the
Acquired Business pending or, to the knowledge of Seller,
threatened, against Seller or any of the Acquired
Subsidiaries before any Governmental Entity which,
individually or in the aggregate, is reasonably likely to
have a material adverse effect on the Acquired Business
taken as a whole or the ability of Seller to consummate the
transactions contemplated hereby.  Except as set forth in
Section 3.6 of the Seller Disclosure Schedule, neither
Seller nor any of the Acquired Subsidiaries is subject to
any outstanding order, writ, injunction or decree relating
to the Acquired Business which, individually or in the
aggregate, is reasonably likely to have a material adverse
effect on the Acquired Business taken as a whole or a
material adverse effect on the ability of Seller to
consummate the transactions contemplated hereby.

<PAGE>

Section 3.7    Employee Benefits.

          (a)  Section 3.7 of the Seller Disclosure Schedule
contains a list of all "employee benefit plans" within the
meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and all other
material benefit plans, programs, agreements and
arrangements (the "Benefit Plans"), which cover employees or
former employees of Seller and the Acquired Subsidiaries who
are or were employed in the Acquired Business (the
"Employees").  True and complete copies of all Benefit
Plans, any trust instruments and/or insurance contracts, if
any, forming a part of any such plans, and all amendments
thereto; current summary plan descriptions; where
applicable, the most current determination letter received
from the Internal Revenue Service (the "Service"); and where
applicable, annual reports, financial statements and
actuarial reports for the last plan year, which fairly and
accurately reflect the financial condition of the plans have
been made available to Buyer.

          (b)  All Benefit Plans are in compliance with
ERISA, the Code, and all other applicable laws in all
material respects.  Each Benefit Plan which is an "employee
pension benefit plan" within the meaning of Section 3(2) of
ERISA (a "Pension Plan") and which is intended to be
qualified under Section 401(a) of the Code has received a
favorable determination letter from the Service, and Seller
is not aware of any circumstances likely to result in
revocation of any such favorable determination letter.
Neither Seller, the Acquired Subsidiaries nor any ERISA
Affiliate (as defined below) has contributed or been
required to contribute to any Multiemployer Plan (as defined
in ERISA) with respect to any Employees.

          (c)  No liability under Subtitle C or D of Title
IV of ERISA has been incurred by Seller or any of the
Acquired Subsidiaries with respect to any ongoing, frozen or
terminated Pension Plan, currently or formerly maintained by
any of them, or the Pension Plan of any entity which is or
has been considered one employer with Seller or any of the
Acquired Subsidiaries, as the case may be, under Section
4001 of ERISA or Section 414 of the Code (an "ERISA
Affiliate") which would have a material adverse effect on
the Acquired Business taken as a whole.

          (d)  All contributions required to be made or
accrued as of the Balance Sheet Date under the terms of any
Benefit Plan for which Seller or any of the Acquired
Subsidiaries may have liability have been timely made or
have been reflected on the Acquired Business Balance Sheet.
Neither any Pension Plan nor any single-employer plan of an
ERISA Affiliate has incurred an "accumulated funding
deficiency" (whether or not waived) within the meaning of
Section 412 of the Code or Section 302 of ERISA in an amount
which would have a material adverse effect on the Acquired
Business taken as a whole.  Neither Seller nor any of the
Acquired Subsidiaries has provided, or is required to
provide, security to any Pension Plan pursuant to Section
401(a)(29) of the Code.

          (e)  Neither Seller nor any of the Acquired
Subsidiaries has any obligations for retiree health and life
benefits for Employees or former Employees under any Benefit
Plan, except as set forth in Section 3.7 of the Seller
Disclosure Schedule or as required by Part 6 of  Title I of
ERISA.

     Section 3.8    Absence of Certain Changes or Events.
Except as set forth in Section 3.8 of the Seller Disclosure
Schedule, since the Balance Sheet Date, the Acquired
Business has been conducted only in the ordinary course
consistent with past practice, and there has not been any
change or development, or combination of changes or
developments (other than changes relating to or arising from
legislative or regulatory changes, developments generally
affecting the newspaper or broadcasting industries or
general economic conditions in the United States), which
individually or in the aggregate have had or are reasonably
likely to have a material adverse effect on the Acquired
Business taken as a whole.

<PAGE>

Section 3.9    No Violation of Law.  Except as disclosed in
the Acquired Business Financial Statements or as set forth
in Section 3.9 of the Seller Disclosure Schedule, neither
Seller nor any of the Acquired Subsidiaries is in violation
of, or, to the knowledge of Seller, under investigation with
respect to or has been given notice or been charged by any
Governmental Entity with any violation of, any law, statute,
order, rule, regulation or judgment of any Governmental
Entity, except for violations which, in the aggregate, would
not have a material adverse effect on the Acquired Business
taken as a whole.  Seller and the Acquired Subsidiaries have
all permits, licenses, franchises and other governmental
authorizations, consents and approvals necessary to conduct
the Acquired Business as presently conducted, except for any
such permits, licenses, franchises or other governmental
authorizations, consents and approvals the failure of which
to have would not have a material adverse effect on the
Acquired Business taken as a whole.

     Section 3.10   Taxes.

          (a)  Except as disclosed in the Acquired Business
Financial Statements or as set forth in Section 3.10 of the
Seller Disclosure Schedule:

               (i)  Seller, the Acquired Subsidiaries and
     the consolidated group (the "Group") of which Seller
     and/or the Acquired Subsidiaries are members, have (A)
     duly filed with the appropriate governmental
     authorities all Tax Returns (as hereinafter defined)
     required to be filed by them on or prior to the Closing
     Date, other than those Tax Returns the failure of which
     to file would not have a material adverse effect on the
     entity required to file such Tax Return, and such Tax
     Returns are true, correct and complete in all material
     respects, and (B) duly paid in full or made provision
     in accordance with generally accepted accounting
     principles for the payment of all Taxes (as hereinafter
     defined) due with respect to periods ending on or prior
     to the Closing Date;

               (ii) all monies which Seller, the Acquired
     Subsidiaries or any member of the Group has been
     required by law to withhold from employees or other
     contractors with respect to payments made or periods
     ending on or before the Closing Date have been withheld
     and timely paid to the appropriate governmental
     authority;

               (iii)     as of the date hereof, the Tax
     Returns for Seller, the Acquired Subsidiaries and/or
     any member of the Group are not currently the subject
     of any audit, investigation or proceeding by the
     Service or, to Seller's, any Acquired Subsidiary's or
     the Group's knowledge, any state or local taxing
     authority, and Seller, the Acquired Subsidiaries and/or
     any member of the Group have not received any written
     notice of deficiency or assessment from any taxing
     authority with respect to liabilities for material
     Taxes of Seller, the Acquired Subsidiaries and/or any
     member of the Group which have not been paid or finally
     settled, other than audits, deficiencies or assessments
     disclosed in Section 3.10 of the Seller Disclosure
     Schedule which are being contested in good faith
     through appropriate proceedings; and

               (iv) the consolidated federal income tax
     return of the Group has been audited through December
     31, 1990 and no waiver of any statute of limitations in
     respect of Taxes or any extension of time with respect
     to a Tax assessment or deficiency granted by Seller,
     any of the Acquired Subsidiaries and/or any member of
     the Group is currently in effect.

<PAGE>

          (b)  "Taxes" means all taxes, charges, fees,
levies, imposts, duties or other assessments, including,
without limitation, income, gross receipts, estimated taxes,
excise, personal property, real property, sales, ad valorem,
value-added, leasing, withholding, social security, workers
compensation, unemployment insurance, occupation, use,
service, service use, license, stamp, payroll, employment,
windfall profit, environmental, alternative or add-on
minimum tax, franchise, transfer and recording taxes, fees
and charges, imposed by the United States or any state,
local, or foreign governmental authority whether computed on
a separate, consolidated, unitary, combined or any other
basis; and such term shall include any interest, fines,
penalties or additional amounts attributable or imposed on
or with respect to any such taxes, charges, fees, levies,
imposts, duties or other assessments.  "Tax Return" means
any return, report or other document or information required
to be supplied to a taxing authority in connection with
Taxes.

          (c)  Except as provided in Section 3.10 of the
Seller Disclosure Schedule, neither Seller, any Acquired
Subsidiary, nor any member of the Group (i) has filed a
consent pursuant to Section 341(f) of the Code nor agreed to
have Section 341(f)(2) apply to any disposition of a
subsection (f) asset (as such term is defined in Section
341(f) of the Code) owned by a member of the Group, (ii) has
agreed, or is required, to make any adjustment under Section
481(a) of the Code by reason of a change in accounting
method or otherwise that will affect the liability of the
Group for Taxes, (iii) has made an election, or is required,
to treat any asset of the Group as owned by another person
pursuant to the provisions of former Section 168(f)(8) of
the Code, (iv) is now or has ever been a party to any
agreement, contract, arrangement, or plan that would result,
separately or in the aggregate, in the payment of any
"excess parachute payments" within the meaning of Section
280G of the Code, (v) has participated in an international
boycott as defined in Section 999 of the Code, (vi) is now
or has ever been a "foreign person" within the meaning of
Section 1445(b)(2) of the Code, or (vii) has made any of the
foregoing elections or is required to apply any of the
foregoing rules under any comparable state or local tax
provision.  After the date hereof, no election with respect
to Taxes or extension of the period of limitation will be
made without the written consent of Buyer.

     Section 3.11   Environmental Matters.

          (a)  Except as disclosed in the Acquired Business
Financial Statements or as set forth in Section 3.11 of the
Seller Disclosure Schedule and except for such matters that,
individually or in the aggregate, would not have a material
adverse effect on the Acquired Business taken as a whole,
(i) to the knowledge of Seller, the Acquired Business is in
compliance in all material respects with all applicable
Environmental Laws (as hereinafter defined); (ii) to the
knowledge of Seller, the properties included in the Acquired
Business and presently owned or operated by Seller or the
Acquired Subsidiaries (the "Acquired Properties") do not
contain any Hazardous Substance (as hereinafter defined)
other than as permitted under applicable Environmental Laws;
(iii) neither Seller nor any of the Acquired Subsidiaries
has since December 31, 1994 received any claims, notices,
demand letters, lawsuits or requests for information from
any Governmental Entity or any private third party alleging
that the Acquired Business is in violation of, or liable
under, any Environmental Laws; and (iv) none of Seller, the
Acquired Subsidiaries or the Acquired Properties is subject
to any court order, administrative order or decree relating
to the Acquired Business arising under any Environmental
Law.

          (b)  "Environmental Law" means any applicable
Federal, state or local law, regulation, permit, judgment or
agreement with any Governmental Entity, relating to (x) the
protection, preservation or restoration of the environment
or to human health or safety, or (y) the exposure to, or the
use, storage, recycling, treatment, generation,
transportation, processing, handling, labeling, production,
release or disposal of Hazardous Substances.  "Hazardous
Substance" means any substance presently listed, defined,
designated or classified as hazardous, toxic, radioactive or
dangerous, or otherwise regulated, under any Environmental
Law.

<PAGE>

     Section 3.12   Material Contracts.  Section 3.12 of the
Seller Disclosure Schedule identifies any Contract included
in the Acquired Business to which Seller or any of the
Acquired Subsidiaries is a party or by which any of its
assets or operations may be bound as of the date of this
Agreement that is (i) a loan or similar agreement or
indebtedness evidenced by a note or other instrument, or any
direct or indirect guarantee of indebtedness of any other
person, in excess of $1,000,000; (ii) any Contract that
expressly limits the right to terminate the Contract without
penalty upon less than one year's notice and such Contract
provides for future payments in excess of $250,000 within
the next twelve (12) months from the date hereof; (iii) a
network affiliation agreement; (iv) an employment or
severance agreement providing for payments in excess of
$100,000 to any Employee; and (v) any Contract related to
capital expenditures, which provides for future payments in
excess of $500,000 within the next twelve (12) months from
the date hereof.  Except as set forth in Section 3.12 of the
Seller Disclosure Schedule (i) each of the Contracts set
forth on Section 3.12 of the Seller Disclosure Schedule is
in full force and effect, except where the failure to be in
full force and effect would not have a material adverse
effect on the Acquired Business taken as a whole and (ii)
there are no existing defaults by Seller or any Acquired
Subsidiary thereunder which default would result in a
material adverse effect on the Acquired Business taken as a
whole.

     Section 3.13   Brokers or Finders.  Neither Seller nor
any of the Acquired Subsidiaries has any liability to any
agent, broker, investment banker, financial advisor or other
firm or person for any broker's or finder's fee or any other
commission or similar fee in connection with any of the
transactions contemplated by this Agreement except
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"),
whose fees and expenses, as previously disclosed to Buyer,
will be paid by Seller in accordance with Seller's agreement
with such firm.

     Section 3.14   Title to Assets.  Except as set forth in
Section 3.14 of the Seller Disclosure Schedule, Seller and
the Acquired Subsidiaries own all of the material assets of
the Acquired Business free and clear of any liens, claims,
security interests or encumbrances that, individually or in
the aggregate, are reasonably likely to have a material
adverse effect on the Acquired Business taken as a whole.

     Section 3.15   Condition of Assets.  All
of the material assets of the Acquired Business are in good
operating condition and repair, ordinary wear and tear
excepted.

     Section 3.16   Employees.  With respect to the Acquired
Business, neither Seller nor any Acquired Subsidiary is a
party to, or is bound by, any collective bargaining
agreement or other contract with a labor union, nor is
Seller or any of the Acquired Subsidiaries the subject of
any proceeding or organizing activity seeking to compel it
to bargain with any labor union as to wages and conditions
of employment, nor is there any strike, labor dispute, slow
down or stoppage involving Seller or any of the Acquired
Subsidiaries pending or, to the knowledge of Seller,
threatened that, individually or in the aggregate, are
reasonably likely to have a material adverse effect on the
Acquired Business taken as a whole.

     Section 3.17   Insurance.  Set forth in Section 3.17 of
the Seller Disclosure Schedule is a schedule of the
insurance coverage (including policy limits, coverage
layers, and named insureds) maintained by Seller on the
assets, properties, premises, operations and personnel of
the Acquired Business.

<PAGE>

     Section 3.18   FCC Licenses.  The Seller has provided
Buyer with a complete list of the FCC Licenses held or
controlled by the Seller, Tall Tower, Inc. or any of the
Acquired Subsidiaries.  Except as does not materially
jeopardize the operation by the Seller or the applicable
Acquired Subsidiary of any of the Seller Stations to which
the FCC Licenses apply or as set forth in Section 3.18 of
the Seller Disclosure Schedule:  (i) the Seller and those of
its Acquired Subsidiaries that are required to hold FCC
Licenses, or that control FCC Licenses, are qualified to
hold such FCC Licenses or to control such FCC Licenses, as
the case may be; (ii) the Seller and those of its Acquired
Subsidiaries that are required to hold FCC Licenses hold
such FCC Licenses; (iii) the Seller is not aware of any
facts or circumstances relating to the Seller or any of its
Acquired Subsidiaries that would prevent the FCC's granting
the requisite consent to the FCC Form 315 Transfer of
Control Application to be filed (the "FCC Application"),
except that the Seller has filed a renewal application with
the FCC relating to KENS-AM, which renewal application may
delay the granting of the FCC Application; (iv) each Seller
Station is in material compliance with all FCC Licenses held
by it; and (v) there is not pending or, to the knowledge of
the Seller, threatened any application, petition, objection
or other pleading with the FCC or other Governmental Entity
which challenges the validity of, or any rights of the
holder under, any FCC License held by the Seller or one of
its Acquired Subsidiaries, except for rule making or similar
proceedings of general applicability to persons engaged in
substantially the same business conducted by the Seller
Stations.  As used herein, the term "Seller Station" shall
mean KENS-TV and KENS-AM and the term "FCC License" shall
mean any permit, license, waiver or authorization that a
person is required by the FCC to hold in connection with the
operation of its business.


                         ARTICLE IV
                              
           Representations and Warranties of Buyer

Buyer represents and warrants to Seller as follows:

     Section 4.1    Organization.  Buyer is a corporation
duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation and has
all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as
now being conducted except where the failure to be so
organized, existing and in good standing or to have such
power and authority would not have a material adverse effect
on the ability of Buyer to consummate the transactions
contemplated hereby.  Buyer is duly qualified or licensed to
do business and in good standing in each jurisdiction in
which the property owned, leased or operated by it or the
nature of the business conducted by it makes such
qualification or licensing necessary, except where the
failure to be so duly qualified or licensed and in good
standing would not in the aggregate have a material adverse
effect on the ability of Buyer to consummate the
transactions contemplated hereby.

     Section 4.2    Authority.  Buyer have the requisite
corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated
hereby.  The execution, delivery and performance of this
Agreement by Buyer and the consummation by Buyer of the
purchase of the Shares and of the other transactions
contemplated hereby have been duly authorized by the Board
of Directors of Buyer, and no other corporate proceedings on
the part of Buyer is necessary to authorize this Agreement
or to consummate the transactions so contemplated.  This
Agreement has been duly executed and delivered by Buyer and,
assuming this Agreement constitutes a valid and binding
obligation of Seller, constitutes a valid and binding
obligation of Buyer, enforceable against Buyer in accordance
with its terms.

<PAGE>

     Section 4.3    Consents and Approvals; No Violations.
Except for filings, permits, authorizations, consents and
approvals as may be required under, and other applicable
requirements of the Exchange Act, the HSR Act and the FCC
Act, and as may be necessary as a result of any facts or
circumstances relating solely to Seller and its
Subsidiaries, neither the execution, delivery or performance
of this Agreement by Buyer nor the consummation by Buyer of
the transactions contemplated hereby nor compliance by Buyer
with any of the provisions hereof will (i) conflict with or
result in any breach of any provision of the respective
charter or bylaws of Buyer, (ii) require any filing by Buyer
or its Subsidiaries with, or permit, authorization, consent
or approval to be obtained by Buyer or its Subsidiaries of,
any Governmental Entity, (iii) result in a violation or
breach of, or constitute (with or without due notice or
lapse of time or both) a default (or give rise to any right
of termination, cancellation or acceleration) under, any of
the terms, conditions or provisions of any Contract to which
Buyer or any of its Subsidiaries is a party or by which any
of them or any of their properties or assets may be bound or
(iv) violate any order, writ, injunction, decree, statute,
ordinance, rule or regulation applicable to Buyer or any of
its Subsidiaries, except, in the case of clause (ii), (iii)
or (iv), for failures to file or obtain, violations,
breaches or defaults which would not, individually or in the
aggregate, have a material adverse effect on the ability of
Buyer to consummate the transactions contemplated hereby.

     Section 4.4    Litigation.  There is no suit, action,
proceeding or investigation pending or, to the knowledge of
Buyer, threatened, against Buyer or any of its Subsidiaries
before any Governmental Entity which, individually or in the
aggregate, might reasonably be expected to have a material
adverse effect on the ability of Buyer to consummate the
transactions contemplated by this Agreement.  Neither Buyer
nor any of its Subsidiaries is subject to any outstanding
order, writ, injunction or decree which, individually or in
the aggregate, might reasonably be expected to have a
material adverse effect on the ability of Buyer to
consummate the transactions contemplated hereby.  Buyer has
no knowledge of any facts or circumstances relating to Buyer
or any of its Subsidiaries, that, individually or in the
aggregate, would prevent any necessary approval of the
transactions contemplated by this Agreement under the FCC
Act.  Buyer is legally and financially qualified and, to
Buyer's knowledge, otherwise qualified to hold, or control
the entities which hold or will hold, the FCC Licenses
currently held or controlled by the Seller or to be held by
Buyer, or any person under their control after the Closing
Date, and are not aware of any facts or circumstances that
might prevent or delay prompt consent to or waivers for the
FCC Application.


     Section 4.5    No Violation of Law.  Neither Buyer nor
any of its Subsidiaries is in violation of, or, to the
knowledge of Buyer, is under investigation with respect to
or has been given notice or been charged by any Governmental
Entity with any violation of, any law, statute, order, rule,
regulation or judgment of any Governmental Entity, except
for violations which, in the aggregate, do not have a
material adverse effect on the ability of Buyer to
consummate the transactions contemplated hereby.  Buyer and
its Subsidiaries have all permits, licenses, franchises and
other governmental authorizations, consents and approvals
necessary to conduct their businesses as presently
conducted, except for any such permits, licenses, franchises
or other governmental authorizations, consents and approvals
the failure of which to have would not have a material
adverse effect on the ability of Buyer to consummate the
transactions contemplated hereby.

     Section 4.6    Sufficient Funds.  Buyer has, on the
date hereof, the financial capability to purchase the
Acquired Business on the terms and subject to the conditions
set forth in this Agreement, and will have such capability
on the Closing Date.

     Section 4.7    Purchase for Investment.  Buyer is
acquiring the Shares for its own account for investment
purposes and not with a view to or for resale in connection
with any distribution thereof within the meaning of the
Securities Act of 1933, as amended.  Buyer will refrain from
transferring or otherwise disposing of the Shares, or any
interest therein, in such a manner as to violate any
securities laws.

<PAGE>

     Section 4.8    Brokers or Finders.  Neither Buyer nor
any of its Subsidiaries has any liability to any agent,
broker, investment banker, financial advisor or other firm
or person for any broker's or finder's fee or any other
commission or similar fee in connection with any of the
transactions contemplated by this Agreement.

     Section 4.9    Investigations.  Buyer is an informed
and sophisticated participant in the transactions
contemplated by this Agreement and has been advised by
persons experienced in the evaluation and purchase of
enterprises such as the Acquired Business, and along with
such persons has undertaken such investigation, and has been
provided with and have evaluated such documents and
information, as Buyer and its advisors have deemed necessary
to enable them to make an informed and intelligent decision
with respect to the execution, delivery and performance of
this Agreement.  Anything herein to the contrary
notwithstanding, Buyer acknowledges that Buyer is acquiring
the Acquired Business without any representation or
warranty, express or implied, by Seller or any of its
affiliates except as expressly set forth herein.  In
furtherance of the foregoing, and not in limitation thereof,
Buyer acknowledges that neither Seller nor any of its
advisors, including, without limitation, DLJ, nor any of
their respective affiliates or representatives have made any
representation or warranty (express or implied) with respect
to, and Buyer is not relying upon, (i) the information set
forth in the Confidential Memorandum provided to Buyer
relating to the Acquired Business, (ii) any other
information provided to Buyer pursuant to the
Confidentiality Agreement (as defined below), or (iii) any
financial projection or forecast delivered to Buyer with
respect to the revenues, profitability, cash flow, capital
expenditures, or other financial or operating aspect that
may arise from the operation of the Acquired Business either
before or after the Closing Date.  With respect to any
projection or forecast delivered by or on behalf of the
Seller to Buyer, Buyer acknowledges that (i) there are
uncertainties inherent in attempting to make such
projections and forecasts, (ii) Buyer is familiar with such
uncertainties, (iii) Buyer is taking full responsibility for
making its own evaluation of the adequacy and accuracy of
all such projections and forecasts furnished to Buyer and
(iv) Buyer will not have a claim against either Seller or
any of its advisors including, without limitation, DLJ, or
any of their respective affiliates with respect to such
projections or forecasts or with respect to any related
matter.


                          ARTICLE V
                              
                Covenants Pending the Closing

     Section 5.1    Covenants of Seller with Respect to the
Acquired Business.  During the period from the date of this
Agreement and continuing until the Closing Date, Seller
agrees that, except (i) as contemplated or permitted by this
Agreement, (ii) as set forth in Section 5.1 of the Seller
Disclosure Schedule, or (iii) to the extent that Buyer shall
otherwise consent in writing (which consent will not be
unreasonably withheld or delayed):

          (a)  Ordinary Course.  Seller and the Acquired
Subsidiaries shall carry on the Acquired Business in the
usual, regular and ordinary course consistent with past
practice and use all reasonable efforts to preserve intact
the present business organization, keep available,
consistent with past practice, the services of the present
officers and employees and preserve the relationships with
customers, suppliers and others having business dealings
with the Acquired Business, it being understood, however,
that the failure of any Employees to remain employees of the
Acquired Business or become employees of Buyer or any
Subsidiary of Buyer shall not constitute a breach of this
covenant.

          (b)  Changes in Stock.  Seller will not permit the
Acquired Subsidiaries to split (including a reverse stock
split), combine or reclassify any of their capital stock or
issue or authorize or propose the issuance of any other
securities in respect of, in lieu of or in substitution for
shares of their capital stock.

<PAGE>

          (c)  Issuance of Securities.  Seller shall not
permit any of the Acquired Subsidiaries to, issue, transfer
or sell, or authorize or propose or agree to the issuance,
transfer or sale of, any shares of their capital stock of
any class, any other equity interests or any securities
convertible into, or any rights, warrants, calls,
subscriptions, options or other rights or agreements,
commitments or understandings to acquire, any such shares,
equity interests or convertible securities, other than
issuances by a wholly owned Subsidiary of its capital stock
to its parent.

          (d)  Governing Documents.  None of the Acquired
Subsidiaries will amend their charters or bylaws in a manner
adverse to Buyer or otherwise inconsistent with the
transactions contemplated hereby.

          (e)  Indebtedness.  Seller shall not permit any of
the Acquired Subsidiaries to incur any indebtedness for
borrowed money or guarantee any such indebtedness or issue
or sell any debt securities or warrants or rights to acquire
any debt securities of any of the Acquired Subsidiaries or
guarantee any such obligations of others other than in the
ordinary course of business consistent with past practice.

          (f)  Changes to Benefit Plans.  Except as would
not materially increase the costs of the Acquired Business
and except for changes required to comply with applicable
law, Seller shall not, nor shall it permit any of the
Acquired Subsidiaries to, (i) enter into, adopt, amend
(except as may be required by law and except for immaterial
amendments) or terminate any Benefit Plan or any agreement,
arrangement, plan or policy between Seller or any such
Acquired Subsidiary and one or more of its directors,
officers or Employees or (ii) except for normal increases in
the ordinary course of business consistent with past
practice and the payment of bonuses and other consideration
to Employees in the aggregate not to exceed the amount set
forth in Section 5.1 of the Seller Disclosure Schedule,
increase in any manner the compensation or fringe benefits
of any director, officer or Employee or pay any benefit to
any director, officer or Employee not required by any plan
or arrangement as in effect as of the date hereof or enter
into any contract, agreement, commitment or arrangement to
do any of the foregoing; provided that the foregoing shall
not prohibit Seller or the Acquired Subsidiaries from hiring
and paying new employees in the ordinary course of business
consistent with past practice.

          (g)  Filings.  Seller shall promptly provide Buyer
(or its counsel) copies of all filings (other than those
portions of filings under the HSR Act which Buyer has no
reasonable interest in obtaining in connection with the
acquisition of the Acquired Business) made by Seller with
any Federal, state or foreign Governmental Entity in
connection with this Agreement and the transactions
contemplated hereby.

          (h)  Accounting Policies and Procedures.  Seller
will not and will not permit any of the Acquired
Subsidiaries to change any of its accounting principles,
policies or procedures with regard to the Acquired Business,
except as may be required by generally accepted accounting
principles.

          (i)  Sale of Assets.  Seller will not and will not
permit any of the Acquired Subsidiaries to sell, lease,
exchange, mortgage, pledge, transfer or otherwise dispose
of, or agree to sell, lease, exchange, mortgage, pledge,
transfer or otherwise dispose of, any of the assets included
in the Acquired Business, except for dispositions of
inventories and equipment in the ordinary course of business
and consistent with past practice.


<PAGE>

     Section 5.2    Covenants of Seller.  During the period
from the date of this Agreement and continuing to the
Closing Date, Seller agrees that Seller will not and will
not permit the Acquired Subsidiaries to take any action that
would or is reasonably likely to result in any of the
conditions to the Closing set forth in Article VII not being
satisfied or that would materially impair the ability of
Seller to consummate the transactions contemplated herein in
accordance with the terms hereof or would materially delay
such consummation, and Seller shall promptly advise Buyer
orally and in writing of any change in, or event with
respect to, the business or operations of Seller having, or
which insofar as can reasonably be foreseen, could have, a
material adverse effect on the ability of Seller to
consummate the transactions contemplated hereby.

     Section 5.3    Covenants of Buyer.  During the period
from the date of this Agreement and continuing until the
Closing Date, Buyer agrees that except (i) as contemplated
or permitted by this Agreement or (ii) to the extent that
Seller shall otherwise consent in writing (which consent
will not be unreasonably withheld or delayed):

          (a)  Filings.  Buyer shall promptly provide Seller
(or its counsel) copies of all filings (other than those
portions of filings under the HSR Act which Seller has no
reasonable interest in obtaining in connection with the
acquisition of the Acquired Business) made by Buyer with any
Federal, state or foreign Governmental Entity in connection
with this Agreement and the transactions contemplated
hereby.

          (b)  Cooperation.  Buyer shall not take any action
that would or is reasonably likely to result in any of the
conditions to the Closing set forth in Article VII not being
satisfied or that would materially impair the ability of
Buyer to consummate the transactions contemplated herein in
accordance with the terms hereof or materially delay such
consummation, and Buyer shall promptly advise Seller orally
and in writing of any change in, or event with respect to,
the business or operations of Buyer having, or which,
insofar as can reasonably be foreseen, could have, a
material adverse effect on the ability of Buyer to
consummate the transactions contemplated hereby.

     Section 5.4    Control of the Seller Stations.  Prior
to the Closing Date, control of the Seller's television and
radio broadcasting operations, along with all of the
Seller's other operations, shall remain with Seller.  Seller
and Buyer acknowledge and agree that neither Buyer nor any
of its employees, agents or representatives, directly or
indirectly, shall, or have any right to, control, direct or
otherwise supervise, or attempt to control, direct or
otherwise supervise, such broadcast and other operations, it
being understood that supervision of all programs,
equipment, operations and other activities of such broadcast
and other operations shall be the sole responsibility, and
at all times prior to the Closing Date remain within the
complete control and discretion, of the Seller, subject to
the terms of Sections 5.1 and 5.2.


                         ARTICLE VI
                              
                    Additional Agreements

     Section 6.1    Reasonable Efforts.  Subject to the
terms and conditions of this Agreement, each of the parties
hereto agrees to use all reasonable efforts to take, or
cause to be taken, all actions, and to do, or cause to be
done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement
including, without limitation, (i) the prompt preparation
and filing of all necessary documents under the HSR Act and
the FCC Act including (but not limited to) any required
waiver of the FCC one-to-a-market rule, and (ii) such
actions as may be required to have the applicable waiting
period under the HSR Act expire or terminate as promptly as
practicable, including by consulting with each other as to,
and responding promptly to any comments or requests for
information with respect thereto.  Each party shall promptly
consult with the other and provide any necessary information
with respect to all filings made by such party with any
Governmental Entity in connection with this Agreement and
the transactions contemplated hereby.

<PAGE>

     Section 6.2    Access to Information.  Upon reasonable
notice, Seller shall (and shall cause each of the Acquired
Subsidiaries to) afford to the officers, employees,
accountants, counsel and other representatives of Buyer,
access, during normal business hours during the period prior
to the Closing Date, to all of the properties, books,
contracts, commitments and records relating to the Acquired
Business, and, during such period, Seller shall (and shall
cause the Acquired Subsidiaries to) furnish promptly to
Buyer all other information concerning the business,
properties and personnel of the Acquired Business as Buyer
may reasonably request.  After the Closing Date, upon
reasonable notice, Buyer shall cause the Acquired
Subsidiaries to afford to the officers, employees,
accountants, counsel and other representatives of Seller
access, during normal business hours, to the Acquired
Subsidiaries' books and records which Seller may reasonably
request in order to complete tax filings or for other
legitimate business purposes.  Unless otherwise required by
law, the parties will hold any information made available
pursuant to this Section 6.2 which is nonpublic in
confidence in accordance with the confidentiality agreement,
dated March 11, 1997 (the "Confidentiality Agreement"),
between Buyer and Seller.

     Section 6.3    Legal Conditions to Purchase.  Each of
Seller and Buyer will use all reasonable efforts to comply
promptly with all legal requirements which may be imposed on
it or its respective Subsidiaries with respect to the
purchase of the Acquired Business by Buyer (which actions
shall include, without limitation, furnishing all
information required under the HSR Act and the FCC Act and
will promptly cooperate with and furnish information to each
other in connection with any such requirements imposed upon
any of them or any of their respective Subsidiaries in
connection with the purchase of the Acquired Business by
Buyer).  Subject to the terms and conditions hereof, each of
Seller and Buyer will, and will cause its respective
Subsidiaries to, promptly use all reasonable efforts to
obtain (and will consult and cooperate with each other in
obtaining) any consent, authorization, order or approval of,
or any exemption by, any Governmental Entity or other public
or private third party, required to be obtained or made by
such party in connection with the purchase of the Acquired
Business by Buyer or the taking of any action contemplated
by this Agreement.

     Section 6.4    Use of Names.  (a)  Following the
Closing Date, Seller shall have the sole and exclusive
ownership of and right to use, as between Buyer and the
Acquired Subsidiaries on the one hand, and the Seller on the
other hand, each of the names, trademarks, trade names and
other proprietary rights set forth in Section 6.4 of the
Seller Disclosure Schedule (the "Acquired Proprietary Name
Rights").  The Acquired Proprietary Name Rights include,
without limitation, the name "Harte-Hanks" and derivatives
thereof.

          (b) Following the Closing Date, Buyer shall, and
shall cause the Acquired Subsidiaries and other affiliates
to, take all action necessary to cease using, and change as
promptly as practicable (including by amending any charter
documents), any corporate or other names which are the same
as or confusing similar to any of the Acquired Proprietary
Name Rights.

     Section 6.5    Intercompany Balances.  All amounts
owing between the Acquired Subsidiaries, on the one hand,
and Seller and its other Subsidiaries, on the other hand,
other than amounts arising in the ordinary course of
business for the purchase of goods or services in commercial
transactions, shall be eliminated in full (without any
payment to either party) at or prior to the Closing Date.

     Section 6.6    Employee Matters; Seller Stock Plans.

          (a)  Buyer and the Acquired Subsidiaries shall
assume and retain, with respect to the Employees, any and
all severance obligations that arise due to (i) the purchase
of the Acquired Business by Buyer being deemed a "Change of
Control" under the severance agreements for Employees
specified in Section 6.6 of the Seller Disclosure Schedule,
(ii) events or actions occurring as a result of the
transactions consummated on the Closing Date, subject to the
provisions of Section 6.14 below, and (iii) events or
actions occurring after the Closing Date.

<PAGE>

          (b)  Seller and Buyer agree that Buyer will,
immediately after the Closing Date and for at least one year
thereafter, permit the Employees (i) to participate in a
group health plan of Buyer, or one of its Subsidiaries in
which similarly situated employees of Buyer participate, in
accordance with the terms of the plan and, to waive any pre-
existing condition clause or waiting period requirement in
such group health plan and to give credit for deductible
amounts paid by an Employee during the current deductible
year of such group health plan while employed by Seller or
any of the Acquired Subsidiaries; provided, however, that
Buyer will be in compliance with this clause (i) regarding
Employees employed by Seller or the Acquired Subsidiaries if
it assumes the current group health contracts of Seller or
the Acquired Subsidiaries relating to the Employees; (ii) to
participate in and receive credit, for vesting and
eligibility purposes, under tax qualified retirement plans
of Buyer or any of its Subsidiaries in which similarly
situated employees of Buyer participate, for which they are
otherwise eligible, for their service with Seller or any of
the Acquired Subsidiaries, to the extent permitted by
applicable tax-qualification requirements; (iii) to
participate in other benefit plans of Buyer which are
offered to similarly situated employees and (iv) to
participate in stock option programs and stock purchase
programs of Buyer which are offered to similarly situated
employees.

          (c)  Effective as of the Closing Date, the
Employees shall cease to be eligible to participate in the
Benefit Plans, shall no longer accrue benefits under the
Benefit Plans, and shall not be eligible under the Benefit
Plans for payment of claims incurred thereafter, except to
the extent Buyer has assumed and continued any such Benefit
Plan with the consent of Seller.

          (d)  Notwithstanding any contrary provisions of
this Agreement, (i) Seller shall remain liable for any and
all obligations arising under or relating to the Benefit
Plans (except as otherwise provided in Schedule 6.6 of the
Seller Disclosure Schedule), and (ii) with respect to
Employees who as of the Closing Date are former employees of
the Acquired Business, or are not actively at work, the
Buyer shall assume liability only for (1) any leave
entitlements, reemployment obligations, reinstatement
rights, or related rights, under applicable law, including,
without limitation, the Family and Medical Leave Act of
1993, the Uniformed Services Employment and Reemployment
Rights Act of 1994, workers' compensation laws, or similar
laws, and (2) any rights, benefits or entitlements under the
Acquired Welfare Plans listed on Schedule 6.6, including,
without limitation, health care continuation pursuant to
Part 6 of Title I of ERISA.

          (e)  Each outstanding option (a "Seller Option")
to purchase shares of Seller's common stock held by an
Employee under any stock option plan of Seller, whether
vested or unvested, exercisable or unexerciseable, shall
remain the responsibility of Seller; and Buyer shall have no
obligation or responsibility whatsoever with respect to any
Seller Options.

          (f)  All of the Employees of the Acquired Business
will become Employees of Buyer as of the Closing Date;
however, nothing in this Agreement shall be construed to
require Buyer or the Acquired Subsidiaries to continue the
employment of any Employee for any period of time, or,
except as required by Section 6.6(b) above, to offer any
particular type or level of benefits to any employee.
Nothing in this Agreement shall prevent Buyer or the
Acquired Subsidiaries from disciplining or terminating any
Employee or from amending or terminating any benefit plans
at any time.

<PAGE>

     Section 6.7    Defense and Payment of Certain Claims.
(a) The parties hereto undertake and agree that, after the
Closing Date, and in the name and on behalf of Buyer and the
Acquired Subsidiaries, Seller will assume all of the
Continuing Claims and, in connection therewith, will (i)
conduct, or cause to be conducted, the administration and
defense of the Continuing Claims, and (iii) pay or cause to
be paid, as may be necessary and appropriate, all
liabilities to third parties, cost and expenses resulting
from the Continuing Claims that are not paid to or for the
account of claimants or Buyer or the Acquired Subsidiaries
by insurance or by any third party ("Continuing Claims
Costs").  In connection with the foregoing, Seller hereby
agrees to indemnify and hold Buyer and its directors,
officers, employees, agents and affiliates harmless from all
liability to third parties asserting Continuing Claims.

          (b)  In consideration for the undertaking and
agreement of Seller set forth in this Section 6.7 and the
other consideration provided for in this Agreement, Buyer
agrees, that:

               (i)  subject to the obligations of Seller and
Buyer after the Closing Date under this Section 6.7, at all
times after the Closing Date, Seller will have the sole and
exclusive right to conduct, or cause to be conducted, and,
whether through insurance carriers or otherwise, the
administration and defense of all Continuing Claims as
provided above; provided, however, that (i) Buyer will be
entitled to monitor, at its own expense, and with any
counsel selected by it, the administration and defense of
all material Continuing Claims by Seller and (ii) Buyer may,
in its sole and absolute discretion, at any time and from
time to time in respect of any Continuing Claim, elect to
terminate Seller's rights to conduct or cause to be
conducted the administration and defense thereof by giving
notice in writing to Seller of such election, whereupon such
rights by Seller will automatically terminate and Seller
will automatically be deemed released from any further
liability or obligation under this Section 6.7 in respect of
the Continuing Claims as to which Buyer has terminated
Seller's rights and obligations (a "Discontinued Claim").
Notwithstanding any provision of this Agreement to the
contrary, any liabilities, costs or expenses resulting from
or in connection with a Discontinued Claim that are incurred
or paid subsequent to Seller's receipt of Buyer's election
to terminate Seller's rights and obligations with respect
thereto will not thereafter be deemed or treated as
Continuing Claims Costs for purposes of this Section 6.7.
If Buyer terminates Seller's rights with respect to the
administration and defense of a Discontinued Claim, Seller
will make commercially reasonable efforts to change counsel
of record and otherwise fully vest in Buyer or the
appropriate Acquired Subsidiary the full and sole right and
power to conduct the administration and defense of such
Discontinued Claim;

               (ii) at all times after the Closing Date,
Buyer will give notice, within five business days, to Seller
of the assertion or commencement of any action which would
be a Continuing Claim, but no failure to give such notice
will relieve Seller from its obligations provided above
(except to the extent that Seller has suffered actual
prejudice thereby).  Further, Seller will have a period of
30 days from the receipt of notice of any such action which
to investigate such action and to determine whether to
execute an acknowledgment of claim; provided, however, in
the event that Buyer or any of the Acquired Subsidiaries
take any action believed to be reasonable with respect to
such action before the end of such 30-day period, such
action will not relieve Seller from its obligations provided
above; and provided, further that Buyer has provided Seller
with prior written notification of such action to the extent
practicable;

               (iii)     Buyer and the Acquired Subsidiaries
will provide or make available to Seller and its
representatives, all records, materials and personnel of the
Acquired Business reasonably required by Seller or its
representatives for use in the conduct of the administration
and defense of the Continuing Claims and, further, Buyer and
the Acquired Subsidiaries will cooperate fully with Seller
and its representatives in the conduct of the administration
and defense of the Continuing Claims;

               (iv) Buyer and the Acquired Subsidiaries will
maintain all books, records, materials and files of the
Acquired Business existing as of the Closing Date and
relating to any of the Continuing Claims for a period of ten
years following the Closing Date;

<PAGE>

               (v)  Neither Buyer nor any of the Acquired
Subsidiaries will take any action that would impair or
invalidate the insurance under which any of the Continuing
Claims are or may be covered that are in existence at the
Closing Date.  For purposes of this Section 6.7, all
references to the representatives of Seller will include the
attorneys and insurance carriers of Seller and its
affiliates as well as the personnel of Seller and its
affiliates; and

               (vi) Seller will retain, and Buyer, on behalf
of the Acquired Subsidiaries, agrees to assign to Seller,
any and all insurance claims, insurance receivables and all
other benefits (including premium refunds) arising under any
and all insurance policies covering the Continuing Claims
for which Seller is liable or obligated under this Section
6.7.  With respect to the Continuing Claims, Buyer will not
have any obligation to make a claim under any insurance
policy procured by Buyer after the Closing Date; any such
insurance policy will expressly negate or waive any right of
subrogation with respect to any contractual rights against
Seller or any affiliate of Seller or any insurance carrier
of Seller relating to the Continuing Claims.

     Section 6.8    Insurance.  Buyer agrees and
acknowledges that the insurance policies listed on Section
3.16 of the Seller Disclosure Schedule are maintained by
Seller and that immediately after the Closing, the Acquired
Subsidiaries will no longer be designated insureds
thereunder and, except to benefit Seller with respect to
Continuing Claims assumed by Seller, such insurance policies
will cease to insure any of the business, operations,
assets, or affairs of the Acquired Business.

     Section 6.9    Fees and Expenses. Whether or not the
transactions contemplated herein are consummated and except
as otherwise provided herein, all fees, costs and expenses
incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party
incurring such expenses; provided, however, that Seller and
Buyer shall each pay one-half of (i) the filing fee required
under the HSR Act and (ii) any filing fee required by the
FCC to file FCC applications.

     Section 6.10   Taxes.

          (a)  Apportionment of Taxes Between Pre-Closing
and Post-Closing Tax Periods.  In order to apportion
appropriately any Taxes relating to any taxable year or any
other period that is treated as a taxable year (a "Tax
Period") that includes (but that would not, but for this
Section 6.10, close on) the Closing Date, the parties hereto
will, unless specifically prohibited by applicable law,
elect with the relevant taxing authority to treat for all
purposes the Closing Date as the last day of a taxable
period of the Acquired Subsidiaries, and such Tax Period
will be treated as a Short Tax Period and a Pre-Closing Tax
Period for purposes of this Agreement.  In any case in which
applicable law specifically prohibits any of the Acquired
Subsidiaries from treating the Closing Date as the last day
of a Short Tax Period, then for purposes of this Agreement,
the portion of such Taxes that is attributable to the
operations of such Acquired Subsidiary for such Interim Tax
Period will be the Income Tax that would be due with respect
to the Interim Tax Period if such Interim Tax Period were a
Short Tax Period.  "Short Tax Period" means any Tax Period
ending on the Closing Date.  "Interim Tax Period" means,
with respect to any Taxes imposed on the Acquired
Subsidiaries on a periodic basis for which the Closing Date
is not the last day of a Short Tax Period, the period of
time beginning on the first day of the actual Tax Period
that includes (but does not end on) the Closing Date and
ending on the Closing Date.  "Pre-Closing Tax Period" means
any Tax Period, Short Tax Period or Interim Tax Period
ending on or before the Closing Date.

<PAGE>

          (b)  Section 338 Election.  At Buyer's option,
Seller will join with Buyer (or any of its wholly-owned
subsidiaries) in making an election (or elections) under
Section 338(h)(10) and Treasury Regulation Section
1.338(h)(10)-1 of the Code, and any corresponding elections
permitted under state, local or foreign law, with respect to
the purchase and sale of the Shares.  The Purchase Price
will be allocated among the assets of the Acquired
Subsidiaries as agreed to by Seller and Buyer prior to the
Closing.  Seller and Buyer will exchange completed copies of
Internal Revenue Service Form 8023-A, required schedules
thereto, and any similar state, local or foreign forms or
schedules, executed by the Seller, as soon as practicable
after the Closing Date.  Seller and Buyer agree that as a
result of the election under Section 338(h)(10), the deemed
asset sale resulting from the Section 338(h)(10) election
must be included in the final Short Tax Period.  In any case
where applicable law specifically prohibits any of the
Acquired Subsidiaries from treating the Closing Date as the
last day of a Short Tax Period, then for purposes of this
Agreement, the portion of such Tax that is attributable to
the operations of such Acquired Subsidiaries for such
Interim Tax Period will be the Tax that would be due with
respect to the Interim Tax Period if such Interim Tax Period
were a Short Tax Period.  The Seller will not, and will not
permit any of the Acquired Subsidiaries to, take, cause or
permit to be taken any action that would disqualify the sale
of the Shares as a deemed asset sale under Section
338(h)(10) and Treasury Regulation Section 1.338(h)-(10)(a).

          (c)  Preparation and Filing of Income Tax Returns.
Seller will be responsible, at its expense, for the
preparation and filing of all Tax Returns for all Tax
periods ending prior to the Closing Date and for any Short
Tax Period.  Seller will prepare such Tax Returns in a
manner consistent with prior years and will, in respect of
such Tax Returns, determine the income, gain, expenses,
losses, deductions and credits of the Acquired Subsidiaries
in a manner consistent with prior practice.  The results of
operations of the Acquired Subsidiaries from the first day
of the taxable year through the Closing Date will be
included in Seller's consolidated federal income Tax Return
and in any consolidated, combined or unitary income Tax
Returns required to be filed by Seller after the Closing
Date.  The results of operations of the Acquired
Subsidiaries from the first day of the taxable year through
the Closing Date will be included in any separate Tax
Returns filed by the Acquired Subsidiaries after the Closing
Date; provided, however, that Seller will prepare (without
cost to Buyer or the Acquired Subsidiaries) all such
separate Tax Returns for any Short Tax Period (but not for
any Tax Period which includes or ends after the Closing
Date) and submit them to Buyer, and Buyer will have all such
separate Tax Returns appropriately executed and filed on a
timely basis.  With respect to any Tax Return to be prepared
by Seller, Buyer will, and will cause the Acquired
Subsidiaries to, provide to Seller information in a manner
consistent with past practice for use in preparation of such
Tax Returns, in each case, no later than 60 days after the
relevant Tax Period ends.  Notwithstanding the foregoing,
Buyer will be responsible for preparing and filing all Tax
Returns of the Acquired Subsidiaries for Tax Periods not
ending on or before the Closing Date, even if such Tax
Returns cover Tax Periods prior to the Closing Date.

          (d)  Cooperation.  Seller, on the one hand, and
Buyer, on the other hand, will, and will cause the Acquired
Subsidiaries to, provide each other with such assistance as
may reasonably be requested by them in connection with the
preparation of any Tax Return, any Tax audit or other
examination by any Governmental Entity, or any judicial or
administrative proceedings related to liability for Taxes.
Seller, on the one hand, and Buyer, on the other hand, will,
and will cause the Acquired Subsidiaries to, retain and
provide each other with any records or information which may
be relevant to such preparation, audit, examination,
proceeding or determination.  Such assistance will include
making employees available on a mutually convenient basis to
provide and explain such records and information and will
include providing copies of any relevant Tax Returns and
supporting work schedules.  The party requesting assistance
hereunder will reimburse the other for reasonable out-of-
pocket expenses incurred in providing such assistance.

<PAGE>

          (e)  Refund Claims.  Seller will provide Buyer and
the Acquired Subsidiaries with such assistance as they may
reasonably request to prepare any refund claim attributable
to the carryback of any tax losses or tax credits incurred
by Buyer or the Acquired Subsidiaries in any Post-Closing
Tax Period to any consolidated, combined or unitary income
Tax Return of Seller or to any separate Tax Return of any of
the Acquired Subsidiaries for any Pre-Closing Tax Period,
and Seller will receive and retain the amount of any
resulting refunds together with any interest thereon upon
receipt by any party hereto.  "Post-Closing Tax Period"
means any Tax Period that begins after the Closing Date and,
with respect to any Tax Period beginning before and ending
after the Closing Date, the portion of such Tax Period
commencing on the day following the Closing Date.

          (f)  Tax Sharing Agreements.  Any and all Tax (or
similar) agreements, arrangements or undertaking among
Seller and the Acquired Subsidiaries or the Group or any
member of the Group and the Company  that relate to any
liability of the Acquired Subsidiaries for the Taxes of
Seller, the Group or any member of the Group will terminate
as of the Closing Date and any rights or obligations
resulting from such agreements will be eliminated as of the
Closing Date.

          (g)  Notice of Audit.  If, in connection with any
examination, investigation, audit or other proceeding
concerning any Tax Return covering the operations of any of
the Acquired Subsidiaries on or before the Closing Date,
Seller, on the one hand, or Buyer or such Acquired
Subsidiary, on the other hand, receives from any
Governmental Entity a notice of deficiency, a proposed
adjustment, an assertion of claim or a demand concerning the
Tax Period covered by such Tax Return, Seller will notify
Buyer and such Acquired Subsidiary (if received by Seller)
and Buyer will notify Seller (if received by Buyer or such
Acquired Subsidiary), as the case may be, in writing
promptly (and in any case within 20 days) (i) of its receipt
of same and (ii) upon learning of any examination,
investigation, audit or other proceeding relating to same.

          (h)  Audits Controlled by Seller.  Seller will, at
its own expense, have the sole and exclusive right, power
and authority to negotiate, resolve, settle or contest any
such notice of deficiency, proposed adjustment or assertion
of claim or demand, and to represent and act for and on
behalf of the Acquired Subsidiaries in connection with any
such examination, investigation, audit or other proceeding
related thereto, including refund claims relating to any Tax
Return of the Acquired Subsidiaries, for Tax Periods ending
on or before the Closing Date.  Seller will keep Buyer
informed of the progress thereof and consult with Buyer in
good faith in connection therewith.  Notwithstanding the
first sentence of this Section 6.10(h), Seller agrees that
it will not, and that it will not permit its Acquired
Subsidiaries to, resolve, settle, compromise or abandon any
issue or claim without the prior written consent of Buyer if
such action would materially and adversely affect the Taxes
of Buyer or the Acquired Subsidiaries with respect to any
Post-Closing Tax Period.  Such consent will not be
unreasonably withheld.

          (i)  Audits Controlled by Buyer.  Buyer will, at
its own expense, have the sole and exclusive right, power
and authority to negotiate, resolve, settle or contest any
such notice of deficiency, proposed adjustment or assertion
of claim or demand, and to represent and act for and on
behalf of the Acquired Subsidiaries in connection with any
such examination, investigation, audit or other proceeding
of any Tax Return of Buyer or the Acquired Subsidiaries for
Tax Periods ending after the Closing Date.  In the event
that any such examination, investigation, audit or other
proceeding could affect Tax Returns of the Acquired
Subsidiaries for Tax Periods ending on or before the Closing
Date, Buyer will keep, and will cause the Acquired
Subsidiaries to keep, Seller informed of the progress of any
such proceedings and will consult, and will cause the
Acquired Subsidiaries to consult, with Seller in good faith
in connection therewith.  Notwithstanding the first sentence
of this Section 6.10(i), to the extent that Seller has
indemnified Buyer and the Acquired Subsidiaries with respect
to any such notice of deficiency, proposed adjustment or
assertion or claim or demand herein, Buyer will not, and
will not permit the Acquired Subsidiaries to, resolve,
settle, compromise, or abandon any issue or claim without
the prior written consent of Seller if such action would
materially and adversely affect the Taxes of Seller for any
Tax Period.  Such consent will not be unreasonably withheld,
and will not be necessary to the extent that Buyer notifies
Seller that Buyer will forego any obligation of Seller to
indemnify Buyer against the effects of any such settlement.

<PAGE>

     Section 6.11   Sales and Transfer Taxes.  Buyer will be
responsible for and pay all sales and use Taxes, duties, and
transfer fees applicable to the transactions contemplated
herein.

     Section 6.12   Assignment of Contracts and Permits.
Notwithstanding any other provision hereof, in connection
with any Contract identified on Section 3.12 of the Seller
Disclosure Schedule or any permit, approval, license or
authorization issued by a Governmental Entity (each a
"Governmental Authorization") held by Seller or the Acquired
Subsidiaries which relates exclusively to the Acquired
Business and which, as a matter of law or by its terms, is
(i) not assignable, or (ii) not assignable without the prior
approval or consent of the issuer thereof or the other party
or parties thereto (collectively "Non-Assignable Rights"),
Seller shall:

          (a) apply for and use all reasonable efforts to
obtain all consents or approvals contemplated by the
Contracts or Governmental Authorizations, in form and
substance satisfactory to Buyer;

          (b) cooperate with Buyer in any reasonable and
lawful arrangements designed to provide the benefits and
burdens of such Non-Assignable Rights to Buyer, including
holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;

          (c) enforce any rights of Seller arising from
such Non-Assignable Rights against the issuer thereof or the
other party or parties thereto;

          (d) take all such actions and do, or cause to be
done, all such things at the request of Buyer as shall
reasonably be necessary and proper in order that the value
of any Non-Assignable Rights shall be preserved and shall
inure to the benefit of Buyer; and

          (e) pay over to Buyer all monies or other assets
collected by or paid to Seller in respect of such Non-
Assignable Rights.

     Buyer shall reimburse Seller for all reasonably
incurred payments, costs and expenses made, incurred or
suffered in performing Seller's obligations as requested by
Buyer under this Section 6.12.  If Seller is unable to
lawfully provide the benefit of any Governmental
Authorization to Buyer, it shall not, at any time, use such
Governmental Authorization for its own purposes or assign or
provide the benefit of such Governmental Authorization to
any other party.

     6.13 Notification.  Each party hereto shall, in the
event of, or promptly after obtaining knowledge of, the
occurrence or threatened occurrence of any fact or
circumstance that would cause or constitute a material
breach of any of its representations and warranties set
forth herein, give notice thereof to the other party and
shall use its reasonable efforts to prevent or remedy such
breach.

     6.14 Indemnity Relating to Certain Litigation and
Certain Benefits Liabilities.  (a)  Seller shall indemnify
from and after the Closing Date (i) Buyer and its
subsidiaries against all losses in connection with any suit,
action, proceeding or investigation pending at or arising
after the Closing Date that relates to the Company or any of
its subsidiaries prior to the Closing Date ("Indemnifiable
Claim") and (ii) any person who was an officer, director,
partner or employee of the Company or any of its
subsidiaries against all losses in connection with any
Indemnifiable Claim.

          (b)  If a party entitled to be indemnified
hereunder (an "Indemnified Party") shall receive notice of
the assertion by a person who is not a party to this
Agreement of an Indemnifiable Claim, such Indemnified Party
shall give Seller prompt notice thereof after becoming aware
of such Indemnifiable Claim; provided, however, that the
failure of the Indemnified Party to give notice as provided
in this Section 6.14(b) shall not relieve Seller of its
obligations under Section 6.14(a), except to the extent that
Seller is actually prejudiced by such failure to give
notice.  Such notice shall describe the Indemnifiable Claim
in reasonable detail, and, if practicable, shall indicate
the estimated amount of the loss sustained by Indemnified
Party.

<PAGE>

          (c)  Seller may elect to defend, at its own
expense and by its own counsel, any Indemnifiable Claim.  If
Seller elects to defend an Indemnifiable Claim, it shall,
within 30 days of notice of such Indemnifiable Claim (or
sooner, if the nature of such Indemnifiable Claim so
requires), notify the related Indemnified Party of its
intent to do so and acknowledge its liability therefor, and
such Indemnified Party shall cooperate in the defense of
such Indemnifiable Claim.  After notice from Seller to an
Indemnified Party of its election to assume the defense of
an Indemnifiable Claim, Seller shall not be liable to such
Indemnified Party under this Section 6.14 for any legal or
other expenses subsequently incurred by such Indemnified
Party in connection with the defense thereof; provided,
however, that if, under applicable standards of professional
conduct (as advised by counsel to Seller), a conflict on any
significant issue between such Indemnified Party and Seller
or between any two or more Indemnified Parties may exist in
respect of such claim, then Seller shall pay the reasonable
fees and expenses of one such additional counsel as may be
required to be Acquired in light of such conflict.  If
Seller elects not to defend against an Indemnifiable Claim,
or fails to notify an Indemnified Party of its election as
provided in this Section 6.14 within the time period
specified, such Indemnified Party may defend, compromise and
settle such Indemnifiable Claim.  Notwithstanding the
foregoing, (i) neither Seller nor an Indemnified Party, as
the party controlling the defense of an Indemnifiable Claim,
may compromise or settle any claim or consent to the entry
of any judgment for other than monetary damages without the
prior written consent of the other; provided that (upon
reasonable notice thereof) consent to compromise or
settlement or the entry of a judgment shall not be
unreasonably withheld or delayed, and (ii) Seller shall not
consent to the entry of any judgment or enter into any
compromise or settlement which does not include as an
unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party and all other
Indemnified Parties, as the case may be, subject to such
Indemnifiable Claim of a full and final release from all
liability in respect of such claim or litigation.

          (d)  Notwithstanding any other provision of this
Agreement to the contrary, and except with respect to Tax
Losses (as defined below):  (i) Seller will not be liable to
any Indemnified Party for any Losses pursuant to this
Section 6.14 or otherwise except to the extent that the
aggregate amount of Losses indemnified thereunder exceeds
$2,500,000; (ii) the total aggregate liability of Seller
Losses that may arise under this Section 6.14 or otherwise
will not exceed $50,000,000; and (iii) any claims for Losses
pursuant to this Section 6.14 or otherwise can only be made
in respect of Indemnifiable Claims actually filed or
commenced on or prior to eighteen months after the Closing
Date.  Notwithstanding any other provision of this Agreement
to the contrary, Seller's liability for Losses relating to
Indemnifiable Claims for Taxes ("Tax Losses") shall be
without limit in dollar amount (although still subject to
Section 6.14(d)(i)) and claims for Tax Losses pursuant
hereto may be made at any time.

          (e)  Notwithstanding the foregoing provisions,
Seller shall indemnify, from and after the Closing Date,
Buyer or any of its Subsidiaries against any Indemnifiable
Claim resulting directly from (i) claims by Employees under
the Acquired Welfare Plans that were incurred but unpaid
prior to the Closing Date, but only to the extent such
claims exceed (A) the insurance coverage and trust assets
available to cover such claims, plus (B) the amounts
reserved on the Closing Balance Sheet with respect to such
claims; and (ii) any claims by Employees resulting solely
from (A) the failure of Seller to accelerate the
exercisability of such Employees' outstanding options under
the Company Stock Plans (as defined in the Merger Agreement)
or (B) the lapse or cancellation of such options.

<PAGE>

                         ARTICLE VII
                              
                         Conditions

     Section 7.1    Conditions to Each Party's Obligation to
Effect the Closing.  The respective obligations of the
parties to effect the transactions contemplated herein are
subject to the satisfaction, on or prior to the Closing
Date, of the following conditions:

          (a)  Approvals. All authorizations, consents,
orders or approvals of, or declarations or filings with, or
expirations of waiting periods imposed by, any Governmental
Entity or other public or private third party, the failure
of which to obtain would have a material adverse effect on
the Acquired Business as a whole or the ability of Buyer to
own the Shares or the assets included in the Acquired
Business or to operate the Acquired Business, shall have
been filed, occurred or been obtained.

          (b)  No Injunctions or Restraints.  No temporary
restraining order, preliminary or permanent injunction or
other order issued by any court of competent jurisdiction or
other legal restraint or prohibition preventing the
consummation of the transactions contemplated herein shall
be in effect (each party agreeing to use all reasonable
efforts to have any such order reversed or injunction
lifted).

          (c)  HSR and FCC Approvals.  Any applicable
waiting period under the HSR Act shall have expired or been
terminated and the FCC Application shall have been approved
by the FCC.  As used herein, "FCC Approval" means action by
the FCC or its staff granting consent to the transfer of
control of the FCC Licenses to Buyer which, except as may be
waived in writing by Buyer in its sole discretion, has not
been reserved, stayed, enjoined, set aside, annulled or
suspended; with respect to which no timely request for stay,
petition for reconsideration or appeal of sua sponte action
of the FCC with comparable effect is pending; and as to
which the time for filing any such request, petition or
appeal or for the taking of any such sua sponte action by
the FCC has expired; provided further that, the FCC Approval
shall include grant of a waiver of Section 73.3555(c) of the
rules, the one-to-a-market rule (if necessary under the
rules then in effect), permitting common ownership of
Station KENS-TV and KENS-AM.

          (d)  Termination of Merger Agreement.  The Merger
Agreement shall have been terminated in accordance with its
terms.

     Section 7.2    Conditions of Obligations of Buyer.  The
obligations of Buyer to effect the transactions contemplated
herein are subject to the satisfaction, on or prior to the
Closing Date, of the following conditions unless waived by
Buyer:

          (a)  Representations and Warranties.  The
representations and warranties of Seller contained herein
shall be true and correct in all material respects as of the
Closing Date as though made on and as of the Closing Date,
except to the extent such representations and warranties
speak as of an earlier date (in which case, such
representations and warranties shall be true and correct in
all material respects as of such earlier date) and except as
otherwise contemplated by this Agreement, and Buyer shall
have received a certificate signed on behalf of Seller by
the chief executive officer or the chief financial officer
of Seller to such effect.

          (b)  Performance of Obligations of Seller.  Seller
shall have performed in all material respects all
obligations required to be performed by it under this
Agreement at or prior to the Closing Date, and Buyer shall
have received a certificate signed on behalf of Seller by
the chief executive officer or the chief financial officer
of Seller to such effect.

          (c)  Working Capital at Closing.  Buyer shall have
received a certificate signed on behalf of Seller by the
chief financial officer of Seller setting forth the
estimated net working capital of the Acquired Business
(which shall be calculated on a basis consistent with the
provisions of Section 1.3) as of the Closing Date.

<PAGE>

     Section 7.3    Conditions of Obligations of Seller.
The obligation of Seller to effect the transactions
contemplated herein is subject to the satisfaction of the
following conditions, on or prior to the Closing Date,
unless waived by Seller:

          (a)  Representations and Warranties.  The
representations and warranties of Buyer contained in this
Agreement shall be true and correct in all material respects
as of the Closing Date as though made on and as of the
Closing Date, except to the extent such representations and
warranties speak as of an earlier date (in which case, such
representations and warranties shall be true and correct in
all material respects as of such earlier date) and except as
otherwise contemplated by this Agreement, and Seller shall
have received a certificate signed on behalf of Buyer by the
chief executive officer or the chief financial officer of
Buyer to such effect.

          (b)  Performance of Obligations of Buyer.  Buyer
shall have performed in all material respects all
obligations required to be performed by them under this
Agreement at or prior to the Closing Date, and Seller shall
have received a certificate signed on behalf of Buyer by the
chief executive officer or the chief financial officer of
Buyer to such effect.


                        ARTICLE VIII
                              
                  Termination and Amendment

     Section 8.1    Termination.  This Agreement may be
terminated at any time prior to the Closing Date:

          (a)  by mutual consent of Buyer and Seller, it
being understood that without limiting the generality of the
foregoing, the consummation of the Merger shall constitute
the mutual consent of Buyer and Seller to the termination of
this Agreement;

          (b)  by either Buyer or Seller if the Closing
shall not have been consummated before April 30, 1998
(unless the failure to so consummate the Closing by such
date shall be due to the action or failure to act of the
party seeking to terminate this Agreement);

          (c)  by Buyer, upon a material breach of any
representation, warranty, covenant or agreement on the part
of Seller set forth in this Agreement, or if any
representation or warranty of Seller shall have become
untrue in any material respect, in either case such that the
conditions set forth in Section 7.2(a) or Section 7.2(b) of
this Agreement, as the case may be, would be incapable of
being satisfied by April 30, 1998; provided, that in any
case, a willful breach shall be deemed to cause such
conditions to be incapable of being satisfied for purposes
of this Section 8.1(c) if such willful breach shall not have
been remedied within ten (10) days after receipt by Seller
of written notice from Buyer specifying the nature of such
willful breach and requesting that it be remedied;

          (d)  by Seller, upon a material breach of any
representation, warranty, covenant or agreement on the part
of Buyer set forth in this Agreement, or if any
representation or warranty of Buyer shall have become untrue
in any material respect, in either case such that the
conditions set forth in Section 7.3(a) or Section 7.3(b) of
this Agreement, as the case may be, would be incapable of
being satisfied by April 30, 1998; or provided, that in any
case, a willful breach shall be deemed to cause such
conditions to be incapable of being satisfied for purposes
of this Section 8.1(d) if such willful breach shall not have
been remedied within ten (10) days after receipt by Buyer of
written notice from Seller, specifying the nature of such
willful breach and requesting that it be remedied; or

          (e)  automatically, without any action by either
Buyer or Seller, at 12:01 a.m. Eastern Time on January 1,
1998, so long as the Merger Agreement has not been
terminated.

<PAGE>

     Section 8.2    Effect of Termination.  In the event of
a termination of this Agreement by either Seller or Buyer as
provided in Section 8.1, this Agreement shall forthwith
become void and there shall be no liability or obligation on
the part of Buyer or Seller or their affiliates or
respective officers or directors; provided, however, that
any such termination shall not relieve any party from
liability for willful breach of this Agreement or from its
obligations under the Confidentiality Agreement.

     Section 8.3    Amendment. This Agreement may not be
amended except by an instrument in writing signed on behalf
of each of the parties hereto.

     Section 8.4    Extension; Waiver.  At any time prior to
the Closing Date, the parties hereto, by action taken or
authorized by the respective Boards of Directors, may, to
the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the
other parties hereto, (ii) waive any inaccuracies in the
representations and warranties contained herein or in any
document delivered pursuant hereto, and (iii) waive
compliance with any of the agreements or conditions
contained here.  Any agreement on the part of a party hereto
to any such extension or waiver shall be valid only if set
forth in a written instrument signed on behalf of such
party.


                         ARTICLE IX

                        Miscellaneous

     Section 9.1    Nonsurvival of Representations and
Warranties.  None of the representations or warranties in
this Agreement or in any instrument delivered pursuant to
this Agreement shall survive the Closing Date.  This Section
9.1 shall not limit any other covenant or agreement of the
parties set forth in this Agreement or in any instrument
delivered pursuant to the terms hereof.

<PAGE>

     Section 9.2    Notices.  All notices and other
communications hereunder shall be in writing and shall be
deemed given on the date delivered if delivered personally
(including by reputable overnight courier), on the date
transmitted if sent by facsimile (which is confirmed) or
mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or at
such other address for a party as shall be specified by like
notice):

     (a)  if to Buyer, to

     The E. W. Scripps Company
     312 Walnut Street, 28th Floor
     Cincinnati, Ohio 45202
     Attn:  M. Denise Kuprionis, Secretary
     Facsimile:
     Confirmation:

     with a copy to

     Baker & Hostetler LLP
     3200 National City Center
     1900 East 9th Street
     Cleveland, Ohio 44114
     Attn:  William Appleton, Esq.
     Facsimile:
     Confirmation:

     Attn:
     Facsimile:
     Confirmation:

     and

     (b)  if to Seller, to

     Harte-Hanks Communications, Inc.
     200 Concord Plaza Drive
     San Antonio, Texas 78216
     Attn:  Donald R. Crews
     Facsimile:  210/829-9403
     Confirmation:  210/829-9000

     with a copy to

     Hughes & Luce, L.L.P.
     1717 Main Street, Suite 2800
     Dallas, Texas  75201
     Attn:  Alan J. Bogdanow
     Facsimile:  214/939-6100
     Confirmation:  214/939-5500

<PAGE>

     Section 9.3    Interpretation.  When a reference is
made in this Agreement to Sections, such reference shall be
to a Section of this Agreement unless otherwise indicated.
The table of contents and headings contained in this
Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.  Whenever the words "include," "includes" or
"including" are used in this Agreement they shall be deemed
to be followed by the words "without limitation."  The
phrase "made available" in this Agreement shall mean that
the information referred to has been made available if
requested by the party to whom such information is to be
made available.

     Section 9.4    Counterparts.  This Agreement may be
executed in counterparts, all of which shall be considered
one and the same agreement and shall become effective when a
counterpart has been signed by each of the parties and
delivered to each of the other parties, it being understood
that all parties need not sign the same counterpart.

     Section 9.5    Entire Agreement; No Third-Party
Beneficiaries.  This Agreement (including the documents and
the instruments referred to herein) and the Confidentiality
Agreement (a) constitute the entire agreement and supersede
all prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter
hereof and thereof, and (b) except as provided in Section
6.6, are not intended to confer upon any person other than
the parties hereto and thereto any rights or remedies
hereunder or thereunder.

     Section 9.6    Governing Law.  This Agreement shall be
governed and construed in accordance with the laws of the
State of Texas without regard to any applicable conflicts-of-
law principles.

     Section 9.7    Specific Performance.  The parties
hereto agree that if any of the provisions of this Agreement
were not performed in accordance with their specific terms
or were otherwise breached, irreparable damage would occur,
no adequate remedy at law would exist and damages would be
difficult to determine, and that the parties shall be
entitled to specific performance of the terms hereof, in
addition to any other remedy at law or equity.

     Section 9.8    Publicity.  Except as otherwise required
by law or the rules of the New York Stock Exchange, Inc.,
for so long as this Agreement is in effect and then with as
much advance notice to the other party as is practicable
under the circumstances, neither Seller nor Buyer shall, or
shall permit any of its Subsidiaries to, issue or cause the
publication of any press release or other public
announcement with respect to the transactions contemplated
by this Agreement without the consent of the other party,
which consent shall not be unreasonably withheld or delayed.

     Section 9.9    Assignment.  Neither this Agreement nor
any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written
consent of the other parties, except that Buyer may assign,
in its sole discretion, any or all of its rights hereunder
to any direct or indirect wholly owned Subsidiary of Buyer.
Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns.

     Section 9.10   Further Assurances.  Subject to the
terms and conditions hereof, Seller and Buyer will, and will
cause their respective Subsidiaries to, do such additional
things as are necessary or proper to carry out and
effectuate the intent of this Agreement or any part hereof
or the transactions contemplated hereby.

<PAGE>

     IN WITNESS WHEREOF, Buyer and Seller have caused this
Acquisition Agreement to be signed by their respective
officers thereunto duly authorized as of the date first
written above.

                                THE E. W. SCRIPPS COMPANY


                                By:
                                   Name:
                                   Title:

                                HARTE-HANKS COMMUNICATIONS, INC.


                                By:
                                   Name:
                                   Title:
<PAGE>


                     EXCHANGE AGREEMENT
                              
                              
                Dated as of September 4, 1997
                              
                              
                        By and Among
                              
                              
                    BELO HOLDINGS, INC.,
     COLONY CABLE NETWORKS, INC., PJ PROGRAMMING, INC.,
                        BHI SUB, INC.
                              
                              
                             and
                              
                              
                  THE E. W. SCRIPPS COMPANY
                              
                              
<PAGE>                              
                              


                     TABLE OF CONTENTS
                                                     Page

ARTICLE I - Purchase, Sale and Exchange of 
              Properties and Assets                  E-39
          1.1  TVFN Interests                        E-39
          1.2  KENS; First Closing Date              E-39
          1.3  KENS; Second Closing Date             E-40
          1.4  Assumption of Certain Liabilities     E-40
          1.5  The Closings                          E-41
          1.6  Exchange Consideration                E-41
          1.7  KENS Purchase Price Adjustments       E-41
          1.8  TVFN Adjustments                      E-42
          1.9  Purchase Price Allocation             E-43

ARTICLE II - Representations and Warranties of the 
               Belo Entities                         E-44
          2.1  Organization                          E-44
          2.2  Capitalization; Subsidiaries          E-44
          2.3  Authority                             E-44
          2.4  Consents and Approvals; No Violations E-46
          2.5  CPMCO and TVFN Financial Statements   E-46
          2.6  Litigation                            E-46
          2.7  Employee Benefits.                    E-47
          2.8  Absence of Certain Changes or Events  E-47
          2.9  No Violation of Law                   E-48
          2.10 Taxes.                                E-48
          2.11 Environmental Matters.                E-49
          2.12 Material Contracts                    E-49
          2.13 Brokers or Finders                    E-50
          2.14 Title to Assets                       E-50
          2.15 Condition of Assets.                  E-50
          2.16 Employees.                            E-50
          2.17 Insurance.                            E-50
          2.18 Affiliation Agreements                E-51
          2.19 Belo Interests                        E-51
          2.20 Related Party Agreements              E-51
          2.21 Network Intangible Rights             E-51
          2.22 Trade Secrets                         E-52
          2.23 Transponder Subleases                 E-53
          2.24 Investigations                        E-53

<PAGE>

ARTICLE III - Representations and Warranties of 
                Scripps                              E-54
          3.1  Organization                          E-54
          3.2  Authority                             E-54
          3.3  Consents and Approvals; No Violations E-54
          3.4  KENS Financial Statements             E-55
          3.5  Litigation                            E-55
          3.6  Employee Benefits.                    E-55
          3.7  Absence of Certain Changes or Events  E-56
          3.8  No Violation of Law                   E-56
          3.9  Taxes.                                E-56
          3.10 Environmental Matters.                E-57
          3.11 Material Contracts                    E-57
          3.12 Brokers or Finders                    E-57
          3.13 Title to Assets                       E-57
          3.14 Condition of Assets.                  E-58
          3.15 Employees.                            E-58
          3.16 Insurance.                            E-58
          3.17 FCC Licenses.                         E-58
          3.18 KENS Intangible Rights                E-58
          3.19 KENS Trade Secrets                    E-59
          3.20 Investigations                        E-59

ARTICLE IV -   Covenants of the Belo Entities 
                 Pending the First Closing           E-60
          4.1  Covenants with Respect to CPMCO and 
                 TVFN                                E-60
          4.2  Covenants of the Belo Entities        E-62

ARTICLE V -    Covenants of Scripps Pending the 
                 Closings                            E-62
          5.1  Covenants with Respect to the KENS 
                 Assets                              E-62
          5.2  Covenants of Scripps                  E-64

ARTICLE VI -   Additional Agreements                 E-64
          6.1  Reasonable Efforts                    E-64
          6.2  Access to Information                 E-65
          6.3  Legal Conditions to Purchase          E-65
          6.4  Use of Names                          E-65
          6.5  Intercompany Balances                 E-66
          6.6  KENS Employee Matters; Harte-Hanks 
                 Stock Plans                         E-66
          6.7  TVFN Employee Matters                 E-67
          6.8  Fees and Expenses                     E-67
          6.9  Transfer Taxes                        E-67
          6.10 Employment Taxes                      E-67
          6.11 Scripps Assignment of Contracts 
                 and Permits                         E-67
          6.12 Belo Assignment of Contracts and 
                 Permits                             E-68
          6.13 Schedules                             E-69
          6.14 Notification                          E-69
          6.15 Additional Agreements Related to 
                 FCC Licenses                        E-69
          6.16 Resignations                          E-69
          6.17 LMA Agreement                         E-69
          6.18 Notice to Other Partners              E-70
          6.19 Transponder Agreement                 E-70

<PAGE>

ARTICLE VII - Conditions to the Obligations of the Belo
                Entities                             E-70
          7.1  Representations, Warranties, 
                 Covenants                           E-70
          7.2  Proceedings                           E-71
          7.3  Damage to the Assets                  E-71
          7.4  Certain Consents                      E-71
          7.5  Hart-Scott-Rodino                     E-71
          7.6  Deliveries                            E-71
          7.7  Closing of the Acquisition Agreement  E-71
          7.8  LMA                                   E-71
          7.9  Affiliation Agreement                 E-71
          7.10 FCC Authorizations                    E-71
          7.11 FCC Approval                          E-71

ARTICLE VIII - Conditions to the Obligations of 
                 Scripps                             E-72
          8.1  Representations, Warranties, 
                 Covenants                           E-72
          8.2  Proceedings                           E-72
          8.3  Certain Consents                      E-72
          8.4  Hart-Scott-Rodino                     E-72
          8.5  Deliveries                            E-72
          8.6  Closing of the Acquisition Agreement  E-72
          8.7  LMA                                   E-72
          8.8  FCC Approval                          E-72

ARTICLE IX - Items to be Delivered at the Closings   E-73
          9.1  Deliveries by Scripps                 E-73
          9.2  Deliveries by the Belo Entities       E-74

ARTICLE X - Nonsurvival of Representations, 
              Warranties and Covenants; 
              Indemnification                        E-75
          10.1 Nonsurvival of Representations 
                 and Warranties                      E-75
          10.2 Indemnification                       E-75

ARTICLE XI - Miscellaneous                           E-77
          11.1 Termination of Agreement              E-77
          11.2 KENS Option                           E-78
          11.3 Liabilities Upon Termination          E-79
          11.4 Assignments                           E-79
          11.5 Further Assurances                    E-79
          11.6 Public Announcement                   E-79
          11.7 Notices                               E-80
          11.8 Captions                              E-80
          11.9 Law Governing                         E-80
          11.10 Waiver of Provisions                 E-81
          11.11 Counterparts                         E-81
          11.12 Entire Agreement                     E-81
          11.13 Confidentiality                      E-81
          11.14 Brokers or Finders                   E-81
          11.15 Specific Performance                 E-81
          11.16 No Third Party Beneficiaries         E-81
          11.17 Waiver                               E-81
          11.18 Certain Definitions                  E-82

<PAGE>

                     EXCHANGE AGREEMENT

     EXCHANGE    AGREEMENT   (this   "Agreement"),   dated    as    of
September   4,   1997,   by   and  among  BELO   HOLDINGS,   INC.,   a
Delaware     corporation    ("Belo    Holdings"),     COLONY     CABLE
NETWORKS,   INC.,   a   Rhode   Island  corporation   ("Colony"),   PJ
PROGRAMMING,  INC.,  a  Rhode  Island  corporation  ("PJPI"   ),   BHI
SUB,   INC.,  a  Delaware  corporation  ("Belo  Sub"  and,  with  Belo
Holdings,   Colony  and  PJPI,  sometimes  hereinafter   referred   to
as   the   "Belo  Entities"),  and  THE  E.W.  SCRIPPS   COMPANY,   an
Ohio corporation ("Scripps").

                    W I T N E S S E T H

     WHEREAS,   PJPI  owns  a  general  partner  interest   in   Cable
Program   Management   Co.,  G.P.,  a  Delaware  general   partnership
("CPMCO") (the "PJPI Interest");

     WHEREAS,   Colony   owns   a   general   partner   interest    in
Television     Food     Network,    G.P.,    a    Delaware     general
partnership   ("TVFN")   (the  "Colony   Interest"   and,   with   the
PJPI   Interest,   sometimes   hereinafter   referred   to   as    the
"TVFN Interests");

     WHEREAS,   Scripps,  or  an  entity  to  be  formed  and   wholly
owned   by  Scripps  (the  "KENS  Entity"),  will  own  on  the  First
Closing  Date  (as  defined  herein)  all  of  the  right,  title  and
interest    in   the   assets   used   primarily   in    (the    "KENS
Assets"),    and    all   liabilities   and   obligations    (accrued,
absolute,   contingent,   undisclosed   or   otherwise)   which    are
primarily  related  to  or  have  arisen  or  will  arise  from   (the
"Assumed   Liabilities"),   the   television   station   KENS-TV   and
the   radio   station   KENS(AM)  (collectively,   "KENS"),   pursuant
to   that   certain  Acquisition  Agreement,  dated  as  of  May   16,
1997,    as    amended   on   or   about   the   date   hereof    (the
"Acquisition   Agreement"),  by  and  between   Scripps   and   Harte-
Hanks   Communications,   Inc.,   a  Delaware   corporation   ("Harte-
Hanks");

     WHEREAS,   the   Belo   Entities  desire   to   sell   the   TVFN
Interests  and  to  purchase  KENS,  all  pursuant  to  the  terms  of
this Agreement; and

     WHEREAS,   Scripps  desires  to  sell  KENS   and   to   purchase
the   TVFN   Interests,   all  pursuant   to   the   terms   of   this
Agreement;

     NOW,   THEREFORE,   in  consideration  of   the   foregoing   and
of   other   good   and  valuable  consideration,  the   receipt   and
sufficiency   of   which   are   hereby  acknowledged,   the   parties
agree as follows:

<PAGE>

                         ARTICLE I

    Purchase, Sale and Exchange of Properties and Assets

     I.1     TVFN    Interests.    Subject   to    the    terms    and
conditions   set  forth  herein,  on  the  First  Closing   Date   (as
defined  herein),  PJPI  and  Colony  agree  to  sell  and  assign  to
Scripps,   and   Scripps   agrees  to  purchase   and   acquire   from
PJPI and Colony, all of the TVFN Interests.

     I.2    KENS;   First  Closing  Date.   Subject   to   the   terms
and   conditions  set  forth  herein,  Scripps  agrees  to  sell   and
assign   to   Belo   Sub,  and  Belo  Sub  agrees  to   purchase   and
acquire   from  Scripps,  the  KENS  Assets.   On  the  First  Closing
Date,   Scripps  shall  deliver  all  of  the  KENS  Assets  to   Belo
Sub   (as   the  assignee  of  PJPI  and  Colony)  pursuant   to   the
terms of this Agreement, except for:

          (a)     Licenses    and   Authorizations.    All    Scripps'
rights   associated   with   any  Federal  Communications   Commission
("FCC")   licenses,   permits,  waivers   and   authorizations   ("FCC
Licenses,"   which,   for  purposes  of  the   Second   Closing   Date
(as   defined  herein)  shall  be  deemed  to  include  any  renewals,
extensions   or   modifications   thereof   and   additions    thereto
and    any   pending   applications   thereto,   as   well   as    any
additions,      improvements,     replacements     and     alterations
thereto   made   as   permitted  by  the  terms  of   this   Agreement
between   the   date  of  this  Agreement  and  the   Second   Closing
Date)   that   are  held  by  Scripps  as  of  the  closing   of   the
transactions   contemplated   by  the   Acquisition   Agreement   (the
"Acquisition   Closing   Date")   and   used,   held   for   use    or
necessary   in   connection  with  the  business   or   operation   of
KENS,   including,   without   limitation,   those   Licenses   listed
on Schedule 1.2(a) to this Agreement.

          (b)     Tangible    Personal   Property.     All    physical
assets,    equipment,    vehicles,   furniture,    fixtures,    office
materials   and   supplies,   spare   parts,   and   other    tangible
personal    property   of   every   kind   and   description    owned,
leased   or  licensed  by  Scripps  as  of  the  Acquisition   Closing
Date   and  used,  held  for  use  or  necessary  in  connection  with
the    business   and   operations   of   KENS,   including,   without
limitation,    those    shown    on   Schedule    1.2(b)    to    this
Agreement.

          (c)    Real   Property.   All  land  and   leaseholds,   and
other   estates   in   real   property  and   appurtenances   thereto,
and   all   easements,   privileges,   rights-of-way,   riparian   and
other   water  rights,  lands  underlying  any  adjacent  streets   or
roads,    appurtenances,   licenses,   permits   and   other    rights
pertaining   to   or   accruing  to   the   benefit   of   such   real
property    and    leasehold   interests   and   estates    in    real
property,   buildings,   towers,  transmitters   and   antennae,   and
fixtures   and   improvements  thereon  owned,  leased   or   licensed
by  Scripps  as  of  the  Acquisition  Closing  Date  and  used,  held
for   use   or   necessary  in  connection  with  the   business   and
operations    of   KENS,   including,   without   limitation,    those
shown    on     Schedule    1.2(c)   to    this    Agreement    ("Real
Property").

             (d)   Agreements   for  Sale  of   Time.    All   orders,
arrangements,     contracts,     understandings     and     agreements
existing  as  of  the  Acquisition  Closing  Date  for  the  sale   of
advertising    time   on   KENS,   except   those   which    on    the
applicable   Closing   Date  have  already   been   filled   or   have
expired.

<PAGE>

          (e)     Other   Contracts;   Programming   and   Copyrights.
All   Scripps   Contracts  (as  defined  herein)   entered   into   in
connection   with  the  business  and  operations  of   KENS   as   of
the   Acquisition   Closing  Date,  including,   without   limitation,
those   listed   on   Schedule  1.2(e)  to   this   Agreement,   other
than   (i)   the   network  affiliation  agreement   between   KENS-TV
and   CBS,   Inc.   (the  "KENS  Affiliation  Agreement")   and   (ii)
all    rights    to    programs   and   programming   materials    and
elements  of  whatever  form  or  nature  owned  by  Scripps   as   of
the   Acquisition   Closing  Date  and   used,   held   for   use   or
necessary   in   connection  with  the  business  and  operations   of
KENS,  whether  recorded  on  film,  tape  or  any  other  medium   or
intended   for  live  performance,  television  broadcast   or   other
medium   and   whether   completed   or   in   production,   and   all
related    common   law   and   statutory   Intangible   Rights    (as
defined   herein)   owned,   leased  or  licensed   by   Scripps   and
used   in  connection  with  the  business  and  operations  of  KENS;
provided,   however,  that  in  the  event  that  Scripps  is   unable
to   deliver  the  assets  referred  to  in  clauses  (i)   and   (ii)
above   at   the   First   Closing,   Scripps   shall   provide    the
economic   benefit  of  such  assets  to  Belo  Sub  from  the   First
Closing   Date  to  the  date  such  assets  are  delivered   pursuant
to the terms of this Agreement.

          (f)     Trademarks,    etc.    All    trademarks,    service
marks,   franchises,   patents,   trade   names,   jingles,   slogans,
and   logotypes,  copyrights,  rights  to  the  call  letters   "KENS-
TV"   and  "KENS-AM"  and  other  intangible  rights,  owned,   leased
or   licensed   by  Scripps  as  of  the  Acquisition   Closing   Date
and   used,  held  for  use  or  necessary  in  connection  with   the
business   and   operations   of  KENS  (the   "Intangible   Rights"),
including,    without   limitation,   those    shown    on    Schedule
1.2(f) to this Agreement.

          (g)    FCC   Records.   All  FCC  logs  and  other   records
that relate to KENS or its operations.

          (h)    Files   and  Records.   All  files,  records,   books
of    account,    computer    programs,   tapes,    electronic    data
processing   software,   customer   lists   and   other   records   of
Scripps   relating   to   the  business   and   operations   of   KENS
(other    than   files,   records,   books   of   account,    computer
programs,     tapes,    electronic    data    processing     software,
customer   lists   and  other  records  that  exclusively   refer   to
operations of Scripps other than KENS).

          (i)      Prepaid    Expenses    and    Receivables;    Other
Current   Assets.    All   prepaid  expenses   (other   than   prepaid
taxes)   and   notes   and   accounts   receivable   and   any   other
current   assets   arising  in  connection  with  the   business   and
operations of KENS.

             (j)   Trade   Agreements.   All  goods,  assets,   rights
and   services   due  to  Scripps  under  all  trade  agreements   and
used,   held   for   use   or  necessary  in   connection   with   the
business and operations of KENS.

          (k)     Goodwill.    All   Scripps'   goodwill    in,    and
going concern value of, KENS.

     I.3    KENS;   Second  Closing  Date.   Subject  to   the   terms
and   conditions  set  forth  herein,  on  the  Second  Closing  Date,
Scripps   shall   deliver  all  of  the  KENS  Assets  not   delivered
on   the   First  Closing  Date,  including  any  and  all  additions,
improvements,   replacements   and  alterations   to   any   of   them
made  as  permitted  by  the  terms  of  this  Agreement  between  the
date   of  this  Agreement  and  the  Second  Closing  Date  (all   of
which   shall   be  deemed  to  be  part  of  the  KENS   Assets   for
purposes of this Agreement).

     I.4  Assumption of Certain Liabilities.

          (a)    Upon   the  terms  and  subject  to  the   conditions
of   this  Agreement,  Belo  Sub  hereby  assumes,  (i)  effective  as
of   the   First  Closing  Date,  and  agrees  to  pay,  perform   and
discharge   when   due,   and   indemnify   Scripps   and   hold    it
harmless   from  the  Assumed  Liabilities  related  to   those   KENS
Assets   transferred  and  delivered  to  Belo  Sub   at   the   First
Closing   and   (ii)  effective  as  of  the  Second   Closing   Date,
and   agrees   to   pay,   perform  and  discharge   when   due,   and
indemnify   Scripps   and   hold  it   harmless   from   the   Assumed
Liabilities remaining as of the Second Closing Date.

<PAGE>

          (b)    Belo  Sub  shall  in  no  event  assume,  nor   shall
it   be   liable  for,  any  obligations  or  liabilities  of  Scripps
of   any   nature  whatsoever  (whether  express  or  implied,   fixed
or   contingent,   known   or  unknown)   other   than   the   Assumed
Liabilities.   Scripps   agrees  to  pay,   perform   and   discharge,
and   indemnify   against   and  hold  the  Belo   Entities   harmless
from,   all   obligations  and  liabilities,  if  any,   relating   to
the KENS Assets, except the Assumed Labilities.

     I.5      The     Closings.     The    consummation     of     all
transactions   provided  for  in  this  Agreement,  other   than   the
transfer   of  those  KENS  Assets  referred  to  in  Section   1.2(a)
through   (k),  (the  "First  Closing")  shall  take  place   at   the
offices   of   Jenkens   &  Gilchrist,  a  Professional   Corporation,
1445   Ross   Avenue,  Suite  3200,  Dallas,  Texas  75202   at   2:00
p.m.    on   the   Acquisition   Closing   Date,   subject   to    the
satisfaction    or   waiver   of   the   last   of   the    applicable
conditions   required   to  be  satisfied  or   waived   pursuant   to
Article   VII  or  VIII  hereof,  and  the  closing  of  the  transfer
of   those  KENS  Assets  referred  to  in  Section  1.3  shall   take
place  at  such  offices,  at  such  time  and  on  such  date,  which
is   mutually  agreed  to  by  Scripps  and  the  Belo  Entities   and
which  is  not  less  than  five  or  more  than  ten  business   days
after   the   satisfaction   or   waiver   of   the   last   of    the
applicable   conditions   required   to   be   satisfied   or   waived
pursuant   to  Articles  VII  or  VIII  hereof;  or  at   such   other
place,   time   or   date  as  the  parties  shall   agree   upon   in
writing  (the  "Second  Closing  Date").   The  dates  on  which   the
First   Closing   and   the   Second  Closing   are   to   occur   are
referred to herein as the "First and Second Closing Dates".

     I.6       Exchange     Consideration.      Subject     to     the
adjustments   described   in   Section   1.7   hereof,   (a)   Scripps
shall    pay    for   the   TVFN   Interests   through    the    sale,
conveyance  and  transfer  of  the  KENS  Assets  to  Belo   Sub   (as
assignee  of  PJPI  and  Colony)  pursuant  to  the  terms   of   this
Agreement    (the    "Scripps    Consideration")    and    (b)    Belo
Holdings  shall  pay  for  the  KENS  Assets  through  (i)  the  sale,
conveyance   and   transfer   of  the  TVFN   Interests   to   Scripps
pursuant   to   the   terms  of  this  Agreement   (the   "Belo   TVFN
Consideration"),    (ii)    the    assumption    of    the     Assumed
Liabilities,   and   (iii)  the  payment  of  Seventy   Five   Million
Dollars   ($75,000,000)   (the   "Belo   Cash   Consideration"    and,
with     the    Belo    TVFN    Consideration    and    the    Assumed
Liabilities,    the   "Belo   Consideration").     The    Belo    Cash
Consideration   shall   be   paid  at  the   applicable   Closing   by
wire   transfer   in  immediately  available  funds  to   an   account
specified by Scripps.

     I.7  KENS Purchase Price Adjustments.

          (a)    No  later  than  45  days  after  the  First  Closing
Date,   Scripps  shall  deliver  to  Belo  Holdings  a  balance  sheet
of  KENS  at  the  First  Closing  Date  (the  "KENS  Closing  Balance
Sheet").    The   KENS  Closing  Balance  Sheet  shall   be   prepared
in   accordance   with   generally  accepted   accounting   principles
on   a  basis  consistent  with  the  KENS  Financial  Statements  (as
defined   herein),  except  that  the  KENS  Closing   Balance   Sheet
(i)   will  not  include  any  liabilities  or  reserves  in   respect
of    Continuing    Claims   (as   defined    in    the    Acquisition
Agreement),   (ii)   will   reflect  all  film   contracts   as   long
term   assets   and   all  film  contract  payables   as   long   term
liabilities    and    (iii)    will    not    reflect    as    current
liabilities    the   severance   obligations   for    Employees    (as
defined   in   the  Acquisition  Agreement)  of  KENS  referenced   in
Section   6.6(a)  of  the  Acquisition  Agreement.   To   the   extent
that   the   net   working  capital  (current  assets   less   current
liabilities)   of   KENS  as  shown  on  the  KENS   Closing   Balance
Sheet  is  more  or  less  than  zero,  Belo  Holdings  shall  pay  to
Scripps,   or  Scripps  shall  pay  to  Belo  Holdings,   the   amount
of   such   excess  or  shortfall,  respectively,  by  wire   transfer
of   immediately   available   funds   within   five   days   of   the
earlier  to  occur  of  (A)  acceptance  by  Belo  Holdings   of   the
KENS   Closing  Balance  Sheet  or  (B)  the  Neutral  Auditors'   (as
defined herein) determination.

<PAGE>

             (b)   After   receipt   of  the  KENS   Closing   Balance
Sheet,   Belo  Holdings  shall  have  20  days  to  review  the   KENS
Closing   Balance  Sheet,  together  with  the  workpapers   used   in
the   preparation   thereof.    Representatives   of   Belo   Holdings
shall  be  given  access  to  all  work  papers,  books,  records  and
other   information   related  to  the   preparation   of   the   KENS
Closing   Balance   Sheet   to  the  extent   required   to   complete
their   review   of   the   KENS   Closing   Balance   Sheet.     Belo
Holdings   may   dispute  items  reflected   on   the   KENS   Closing
Balance   Sheet  only  on  the  basis  that  such  amounts  were   not
arrived   at   in  accordance  with  the  consistent  application   of
accounting   principles   used  in  the  preparation   of   the   KENS
Financial   Statements.    Unless  Belo  Holdings   delivers   written
notice   to   Scripps  on  or  prior  to  the  20th  day  after   Belo
Holdings's    receipt    of   the   KENS   Closing    Balance    Sheet
specifying   in   reasonable  detail  all  disputed  items   and   the
basis   therefor,   Belo   Holdings   shall   be   deemed   to    have
accepted   and  agreed  to  the  KENS  Closing  Balance   Sheet.    If
Belo   Holdings   so  notifies  Scripps  of  its  objection   to   the
KENS   Closing  Balance  Sheet,  Belo  Holdings  and  Scripps   shall,
within   30   days   following  such  notice  (the  "KENS   Resolution
Period"),   attempt   to   resolve   their   differences    and    any
resolution   by   them   as   to  any  disputed   amounts   shall   be
final, binding and conclusive.

          (c)    If,   at   the  conclusion  of  the  KENS  Resolution
Period,    there    remain   amounts   in    dispute    pursuant    to
paragraph    (b)   of   this   Section   1.7,   then    all    amounts
remaining   in   dispute   shall   be   submitted   to   a   firm   of
nationally    recognized    independent   public    accountants    who
shall   not  have  had  a  material  relationship  with  A.  H.   Belo
Corporation   or   Scripps   within   the   past   two   years    (the
"Neutral   Auditors")   and   who  shall   be   selected   by   mutual
agreement   of  Belo  Holdings  and  Scripps  within  10  days   after
the   expiration   of   the  KENS  Resolution  Period.    Each   party
agrees   to   execute,  if  requested  by  the  Neutral  Auditors,   a
reasonable    engagement    letter.     All    fees    and    expenses
relating  to  the  work,  if  any, to  be  performed  by  the  Neutral
Auditors    shall   be   borne   equally   by   Belo   Holdings    and
Scripps.   The  Neutral  Auditors  shall  act  as  an  arbitrator   to
determine,   based   solely   on  presentations   by   Belo   Holdings
and   Scripps,   and  not  by  independent  review  or   audit,   only
those    issues    still   in   dispute.    The   Neutral    Auditors'
determination    shall   be   made   within   30   days    of    their
selection,    shall   be   set   forth   in   a   written    statement
delivered   to  Belo  Holdings  and  Scripps  and  shall   be   final,
binding and conclusive.

          (d)      Notwithstanding     anything     else     contained
herein  to  the  contrary,  the  Belo  Cash  Consideration  shall   be
reduced   by   an  amount  equal  to  the  sum  of  (i)   any   unpaid
indebtedness   of   CPMCO  or  TVFN  owing  to   any   of   the   Belo
Entities   as  of  the  First  Closing  Date  and  that   arose   with
Scripps'   consent   after   September  30,   1997,   and   (ii)   any
capital   or   other   equity   contributions   made   with   Scripps'
consent  by  any  of  the  Belo Entities to  or  on  behalf  of  CPMCO
or   TVFN   after   September  30,  1997  up  to  the  First   Closing
Date.

     I.8  TVFN Adjustments.

          (a)    No  later  than  45  days  after  the  First  Closing
Date,   Belo  Holdings  shall  deliver  to  Scripps  a  balance  sheet
of  TVFN  at  the  First  Closing  Date  (the  "TVFN  Closing  Balance
Sheet").    The   TVFN  Closing  Balance  Sheet  shall   be   prepared
in   accordance   with   generally  accepted   accounting   principles
on   a  basis  consistent  with  the  TVFN  Financial  Statements  (as
defined   herein)   except  that  the  TVFN  Closing   Balance   Sheet
(i)    will    not    include   any   capital    or    other    equity
contributions  made  by  any  of  the  Belo  Entities  to   CPMCO   or
TVFN   after   September   30,  1997  and  (ii)   will   reflect   all
television   program   rights   and   launch   incentive   assets   as
long   term   assets   and   all   television   program   rights   and
launch   incentives   liabilities  as  long  term   liabilities.    To
the   extent  that  the  net  working  capital  (current  assets  less
current   liabilities)  of  TVFN  as  shown  on   the   TVFN   Closing
Balance   Sheet  is  more  or  less  than  zero,  Scripps  shall   pay
Belo   Holdings,  or  Belo  Holdings  shall  pay  Scrips,  an   amount
equal   to   56%   of   such  excess  or  56%   of   such   shortfall,
respectively,    by    wire   transfer   of   immediately    available
funds   within   five   days  of  the  earlier   to   occur   of   (A)
acceptance   by  Scripps  of  the  TVFN  Closing  Balance   Sheet   or
(B) the Neutral Auditors' determination.


<PAGE>
          
         (b)      After     receipt    of     the     TVFN     Closing
Balance  Sheet,  Scripps  shall  have  20  days  to  review  the  TVFN
Closing   Balance  Sheet,  together  with  the  workpapers   used   in
the   preparation   thereof.    Representatives   of   Scripps   shall
be  given  access  to  all  work  papers,  books,  records  and  other
information   related  to  the  preparation  of   the   TVFN   Closing
Balance   Sheet   to   the   extent   required   to   complete   their
review   of   the   TVFN   Closing   Balance   Sheet.    Scripps   may
dispute   items   reflected  on  the  TVFN   Closing   Balance   Sheet
only  on  the  basis  that  such  amounts  were  not  arrived  at   in
accordance    with   the   consistent   application   of    accounting
principles   used   in   the  preparation  of   the   TVFN   Financial
Statements.    Unless  Scripps  delivers  written   notice   to   Belo
Holdings  on  or  prior  to  the  20th  day  after  Scripps's  receipt
of   the   TVFN   Closing  Balance  Sheet  specifying  in   reasonable
detail   all   disputed   items  and  the  basis   therefor,   Scripps
shall   be   deemed  to  have  accepted  and  agreed   to   the   TVFN
Closing   Balance  Sheet.   If  Scripps  so  notifies  Belo   Holdings
of   its   objection  to  the  TVFN  Closing  Balance  Sheet,  Scripps
and   Belo   Holdings   shall,   within   30   days   following   such
notice   (the   "TVFN   Resolution  Period"),   attempt   to   resolve
their   differences   and  any  resolution   by   them   as   to   any
disputed amounts shall be final, binding and conclusive.

          (c)    If,   at   the  conclusion  of  the  TVFN  Resolution
Period,    there    remain   amounts   in    dispute    pursuant    to
paragraph    (b)   of   this   Section   1.8,   then    all    amounts
remaining   in   dispute   shall   be   submitted   to   the   Neutral
Auditors   who  shall  be  selected  by  mutual  agreement   of   Belo
Holdings   and  Scripps  within  10  days  after  the  expiration   of
the   TVFN   Resolution  Period.   Each  party  agrees   to   execute,
if    requested    by    the    Neutral   Auditors,    a    reasonable
engagement   letter.    All  fees  and  expenses   relating   to   the
work,   if  any,  to  be  performed  by  the  Neutral  Auditors  shall
be   borne  equally  by  Belo  Holdings  and  Scripps.   The   Neutral
Auditors   shall   act   as   an  arbitrator   to   determine,   based
solely   on   presentations  by  Belo  Holdings   and   Scripps,   and
not   by  independent  review  or  audit,  only  those  issues   still
in   dispute.    The   Neutral  Auditors'   determination   shall   be
made   within  30  days  of  their  selection,  shall  be  set   forth
in    a   written   statement   delivered   to   Belo   Holdings   and
Scripps and shall be final, binding and conclusive.

     I.9    Purchase  Price  Allocation.   The  parties   agree   that
the   value  of  the  Belo  TVFN  Consideration  and  the  amount   of
the   Belo   Cash  Consideration  (as  reduced  pursuant  to   Section
1.7(d)    hereof)    and    the   Assumed   Liabilities    shall    be
allocated   for   federal   income  tax  purposes   among   the   KENS
Assets   in   accordance  with  the  agreement  to   be   reached   by
Scripps     and    Harte-Hanks    pursuant    to    the    Acquisition
Agreement   (the   "Allocation").    Scripps   hereby   agrees    with
the   Belo  Entities  to  keep  the  Belo  Entities  informed   on   a
current  basis  of  the  substance  of  any  discussions  with  Harte-
Hanks   regarding   the  Allocation,  to  allow  the   Belo   Entities
to   participate  directly  with  Scripps  and  Harte-Hanks   in   any
such   discussions  if  they  so  desire  and  to  take  into  account
the   comments   of  the  Belo  Entities  in  reaching  an   agreement
with    Harte-Hanks    on   the   Allocation.     Subject    to    the
requirements   of   applicable   law,   the   Allocation   shall    be
binding   upon   the   parties  for  the  purposes   of   filing   any
return,    report   or   schedule   regarding   Taxes   (as    defined
herein)   arising   from  or  in  connection  with   the   acquisition
of   the   KENS   Assets  from  Scripps.   In   the   event   of   any
purchase    price    adjustment    hereunder,    including,    without
limitation,   under   Section  1.7(a),  (b)   or   (c)   hereof,   the
Belo   Entities  and  Scripps  agree  to  adjust  the  Allocation   to
reflect   such   adjustment   as   Harte-Hanks   and   Scripps    have
agreed   to   under   the   Acquisition  Agreement,   and,   in   each
case,    the    Belo   Entities   and   Scripps    agree    to    file
consistently   any  Tax  Return  (as  defined  herein)   and   reports
required as a result of such adjustment.


<PAGE>
                         ARTICLE II

    Representations and Warranties of the Belo Entities

     Each    of    the   Belo   Entities,   jointly   and   severally,
represents and warrants to Scripps as follows:

     II.1   Organization.    Each   of  the   Belo   Entities,   CPMCO
and   TVFN   is   duly  organized,  validly  existing  and   in   good
standing    under    the   laws   of   the   jurisdiction    of    its
incorporation   or   formation  and  each  of   the   Belo   Entities,
CPMCO   and   TVFN   have  all  requisite  corporate  or   partnership
power   and  authority  to  own,  lease  and  operate  its  properties
and   to  carry  on  its  business  as  now  being  conducted,  except
where   the  failure  to  be  so  organized,  existing  and  in   good
standing  or  to  have  such  power  and  authority  would  not   have
a   material   adverse  effect  on  CPMCO  and  TVFN,   taken   as   a
whole.    Each  of  the  Belo  Entities,  CPMCO  and  TVFN  are   duly
qualified  or  licensed  to  do  business  and  in  good  standing  in
each   jurisdiction   in   which  the  property   owned,   leased   or
operated  by  them  or  the  nature  of  the  business  conducted   by
them   makes   such  qualification  or  licensing  necessary,   except
where  the  failure  to  be  so qualified  or  licensed  and  in  good
standing   would  not  have  a  material  adverse  effect   on   CPMCO
and   TVFN,  taken  as  a  whole  or  on  the  ability  of  the   Belo
Entities   to   consummate  the  transactions   contemplated   hereby.
True,    accurate    and   complete   copies   of   the    partnership
agreements,   including   all  amendments  thereto,   of   CPMCO   and
TVFN,  have  heretofore  been  delivered  to  Scripps.   As  used   in
this   Agreement,  any  reference  to  any  event,  change  or  effect
having  a  material  adverse  effect  on  or  with  respect  to  CPMCO
and   TVFN,   taken   as  a  whole,  or  an  entity   (or   group   of
entities  taken  as  a  whole)  means  that  such  event,  change   or
effect   is   materially   adverse  to   the   business,   properties,
assets,   results   of   operations   or   financial   condition    of
CPMCO   and  TVFN,  taken  as  a  whole,  or  such  entity   (or,   if
with   respect  thereto,  of  such  group  of  entities  taken  as   a
whole).

     II.2 Capitalization; Subsidiaries.

             (a)    The   ownership   (including   the   identity   of
each  owner  and  the  number  of  units  owned  by  each  owner)   of
the  general  partnership  interests  of  CPMCO  and  of  TVFN  is  as
set   forth   on   Section  2.2  of  the  Belo  Disclosure   Schedule.
Except   for   those  that  have  been  waived,  arise   pursuant   to
the   terms   of  the  Partnership  Agreements  (as  defined   herein)
or  which  are  set  forth  on  Section 2.2  of  the  Belo  Disclosure
Schedule,    (i)   there   are   no   existing   options,    warrants,
calls,   subscriptions   or   other  rights   or   other   agreements,
commitments,   understandings  or  restrictions   of   any   character
binding   on  CPMCO  or  TVFN  with  respect  to  general  partnership
interests  therein  or  with  respect  to  the  TVFN  Interests,   and
(ii)   there   are   no   outstanding   contractual   obligations   of
either   CPMCO  or  TVFN  to  issue  or  sell  or  repurchase,  redeem
or   otherwise  acquire  any  partnership  interests  of   either   of
them.   Upon  the  sale  of  the  TVFN Interests  to  Scripps  at  the
First   Closing,   Scripps  will  acquire   the   entire   legal   and
beneficial  ownership  in  all  of  the  TVFN  Interests,   free   and
clear    of    any    liens,    claims,    security    interests    or
encumbrances   other   than  those  that   arise   after   the   First
Closing    Date   pursuant   to   the   terms   of   the   Partnership
Agreements.

             (b)   Section   2.2  of  the  Belo  Disclosure   Schedule
sets   forth   (i)   all  agreements,  contracts,  understandings   or
arrangements   relating   to   TVFN   or   CPMCO   to   which    Reese
Schonfeld   or   any  entity  affiliated  with  him  (the   "Schonfeld
Parties")   is  a  party,  (ii)  the  general  partnership   interests
in   CPMCO  and  TVFN  owned  by  the  Schonfeld  Parties  as  of  the
date   hereof,   and  (iii)  the  general  partnership  interests   in
CPMCO  and  TVFN  that  the  Schonfeld  Parties  have  the  right   to
acquire  from  the  Belo  Entities  or,  to  the  knowledge   of   the
Belo   Entities,   from   any  of  the  other  general   partners   of
CPMCO or TVFN.

<PAGE>
          
          (c)    Section   2.2   of   the  Belo  Disclosure   Schedule
sets   forth,  to  the  best  of  the  Belo  Entities'  knowledge,   a
true   and  correct  list  of  each  Subsidiary  (as  defined  herein)
of   CPMCO  and  TVFN  which  identifies  the  owners  of  all  equity
securities    and    partnership   or   other    interests    therein,
including   the  amounts  owned  by  such  persons  or  entities,   in
each   case   as   of   the   date   hereof.   All   of   the   equity
securities    and    partnership   or   other   interests    in    the
Subsidiaries  of  CPMCO  and  TVFN  shown  as  being  owned  by  CPMCO
and   TVFN  are  owned  entirely  by  CPMCO  or  TVFN,  as  the   case
may  be,  as  of  the  date  hereof, free  and  clear  of  all  liens,
claims,   security   interests,  restrictions   or   encumbrances   of
any    kind,    except    for    those   that    arise    under    the
organizational   documents   of   such   Subsidiaries,    restrictions
on   transfer  imposed  by  state  or  federal  securities   laws   or
those   which   are   set   forth  on  Section   2.2   of   the   Belo
Disclosure    Schedule.     All    such    equity    securities    and
partnership   and   other   interests  have   been   duly   authorized
and   validly   issued   and   are  fully  paid   and   nonassessable.
There    are    no    agreements,   understandings   or   undertakings
governing   the  rights  and  duties  of  CPMCO,  TVFN   or   any   of
their   Subsidiaries  as  a  stockholder  of  any  Subsidiary   (other
than   a   Subsidiary  wholly  owned  by  CPMCO  or  TVFN  or   by   a
direct  or  indirect  wholly  owned  Subsidiary  of  CPMCO  or   TVFN)
under   which  CPMCO,  TVFN  or  any  of  their  Subsidiaries  is   or
may   become   obligated,  directly  or  indirectly,  to  acquire   or
dispose    of    any   equity   interest   in,   make   any    capital
contribution   or   extend   credit   to,   or   act   as   guarantor,
surety   or   indemnitor   for  any  liability   of   any   Subsidiary
(other  than  a  Subsidiary  wholly owned  by  CPMCO  or  TVFN  or  by
a   direct   or   indirect  wholly  owned  Subsidiary  of   CPMCO   or
TVFN).    Other   than  Subsidiaries  of  CPMCO   or   TVFN,   neither
CPMCO   nor   TVFN   has  any  interest  in  any  corporation,   joint
venture,     limited    liability    company,    limited     liability
partnership,   or   other   business   enterprise   of   any   nature,
other   than   investments  in  marketable  securities   acquired   in
the  ordinary  course  of  business  or  those  which  are  set  forth
on Section 2.2 of the Belo Disclosure Schedule.

          (d)    Each   Subsidiary   of   CPMCO   and   TVFN   is    a
corporation   or   other   legal  entity   duly   organized,   validly
existing   and   in   good   standing   under   the   laws   of    the
jurisdiction  of  its  incorporation  or  formation  and   each   such
Subsidiary   has  all  requisite  corporate,  partnership   or   other
similar   power   and  authority  to  own,  lease  and   operate   its
properties   and  assets  and  to  carry  on  its  business   as   now
being    conducted,   except   where   the   failure    to    be    so
organized,   existing  and  in  good  standing   or   to   have   such
power   and  authority  would  not  have  a  material  adverse  effect
on CPMCO and TVFN, taken as a whole.
          
             (e)   Each   Subsidiary  of  CPMCO  and  TVFN   is   duly
qualified   and   licensed  to  do  business  and  in  good   standing
in   each  jurisdiction  in  which  the  property  owned,  leased   or
operated  by  it  or  the  nature  of the  business  conducted  by  it
makes    such    qualification   or   licensing   necessary,    except
where  the  failure  to  be  so qualified  or  licensed  and  in  good
standing  would  not  have  material  adverse  effect  on  CPMCO   and
TVFN, taken as a whole.

          (f)    As   of   the   date  hereof,  each   Subsidiary   of
CPMCO   and   TVFN  has  obtained  from  any  requisite   Governmental
Entity    (as    defined   herein)   all   approvals,   permits    and
licenses   necessary   for  the  conduct   of   its   businesses   and
operations,   as   currently  conducted,  which   approvals,   permits
and   licenses  are,  as  of  the  date  hereof,  valid  and  in  full
force   and  effect,  except  where  the  failure  to  have   obtained
such   approvals,   permits   and   licenses   would   not   have    a
material adverse effect on CPMCO and TVFN, taken as a whole.

     II.3   Authority.    Each   of  the   Belo   Entities   has   the
requisite    corporate   power   and   authority   to   execute    and
deliver   this   Agreement   and   to  consummate   the   transactions
contemplated     hereby.      The     execution,     delivery      and
performance   of  this  Agreement  by  the  Belo  Entities   and   the
consummation    by    the   Belo   Entities   of   the    transactions
contemplated   hereby   have  been  duly   authorized   by   each   of
their   respective  Boards  of  Directors,  and  no  other   corporate
proceedings   on   the  part  of  any  of  the   Belo   Entities   are
necessary   to   authorize   this   Agreement   or   for   the    Belo
Entities   to   consummate  the  transactions   contemplated   hereby.
This   Agreement  has  been  duly  executed  and  delivered  by   each
of    the    Belo    Entities    and,    assuming    this    Agreement
constitutes    a   valid   and   binding   obligation   of    Scripps,
constitutes   a  valid  and  binding  obligation  of   each   of   the
Belo   Entities,   enforceable   against   the   Belo   Entities    in
accordance with its terms.

<PAGE>

     II.4   Consents  and  Approvals;  No  Violations.    Except   (a)
as  set  forth  in  Section  2.4  of  the  Belo  Disclosure  Schedule,
(b)    for    filings,   permits,   authorizations,    consents    and
approvals   as   may   be   required  under,  and   other   applicable
requirements   of,   the  Securities  Exchange   Act   of   1934,   as
amended     (the     "Exchange    Act"),     the     Hart-Scott-Rodino
Antitrust   Improvements   Act  of  1976,   as   amended   (the   "HSR
Act"),   and   the  Communications  Act  of  1934,  as  amended   (the
"FCC  Act"),  and  (c)  as  may  be  necessary  as  a  result  of  any
facts   or  circumstances  relating  solely  to  Scripps  or  any   of
its   Subsidiaries  (as  defined  herein),  none  of  the   execution,
delivery   or   performance   of   this   Agreement   by   the    Belo
Entities   or   the   consummation  by  the  Belo  Entities   of   the
transactions   contemplated  hereby  and  compliance   with   any   of
the   provisions  hereof  will  (i)  conflict  with   or   result   in
any   breach  of  any  provisions  of  the  charters  or   bylaws   of
the   Belo   Entities   or   any   provisions   of   the   Partnership
Agreements,   (ii)   require  any  filing   by   the   Belo   Entities
with,   or   any  permit,  authorization,  consent  or   approval   to
be   obtained   by   the  Belo  Entities  of,  any   court,   arbitral
tribunal,    administrative   agency   or    commission    or    other
governmental   or   other   regulatory   authority   or   agency    (a
"Governmental   Entity"),   (iii)   result   in   a    violation    or
breach   of,   or   constitute  (with  or  without   due   notice   or
lapse  of  time  or  both)  a  default (or  give  rise  to  any  right
of    termination,    amendment,   cancellation    or    acceleration)
under,   any   of   the  terms,  conditions  or  provisions   of   any
note,   bond,   mortgage,   indenture,   lease,   license,   contract,
agreement    or    other   instrument,   obligation   or    commitment
(collectively,   "Contracts")  to   which   CPMCO   or   TVFN   is   a
party  or  by  which  either  of  them  or  any  of  their  properties
or   assets   may  be  bound  ("Belo  Contracts"),  any  Contract   to
which   any   Belo  Entity  is  a  party  or  under  the   Partnership
Agreements,    including,    without    limitation,     Article     IX
thereof,  or  result  in  the  creation  of  any  lien  upon  any   of
the   property  or  assets  of  CPMCO  or  TVFN  or  upon   the   TVFN
Interests,    or   (iv)   violate   any   order,   writ,   injunction,
decree,   statute,  rule  or  regulation  applicable   to   the   Belo
Entities,  CPMCO  or  TVFN,  except,  in  the  case  of  clause  (ii),
(iii)   or   (iv),  for  failures  to  file  or  obtain,   violations,
breaches,   defaults  or  liens  which  would  not  have  a   material
adverse  effect  on  CPMCO  and  TVFN,  taken  as  a  whole,  or   the
ability   of   the  Belo  Entities  to  consummate  the   transactions
contemplated   hereby.    None  of  the   Belo   Entities   have   any
knowledge  of  any  facts  or  circumstances  relating  to  the   Belo
Entities,   CPMCO   or   TVFN   that,   individually   or    in    the
aggregate,   would   prevent   any   necessary   approval    of    the
transactions   contemplated   by  this   Agreement   under   the   FCC
Act;   provided,   however,   the   parties   hereto   recognize   the
necessity for a waiver of the FCC's one-to-a-market rule.

     II.5    CPMCO   and   TVFN   Financial   Statements.     Attached
hereto   as   Exhibits   A   and  A-1  are   the   unaudited   balance
sheets   of  CPMCO,  and  attached  hereto  as  Exhibits  B  and   B-1
are   the   audited   balance  sheets  of  TVFN   (collectively,   the
"TVFN    Balance   Sheets"),   as   of   December   31,   1996    (the
"Balance  Sheet  Date")  and  December  31,  1995,  and  the   related
statements   of  operations  and  cash  flows  for  the  three   years
ended   December   31,  1996  and  the  accompanying   notes   thereto
(together   with   the  TVFN  Balance  Sheets,  the  "TVFN   Financial
Statements").     The    TVFN   Financial   Statements    have    been
prepared    in   accordance   with   generally   accepted   accounting
principles  consistently  applied,  and,  except  as  set   forth   in
Section   2.5   of  the  Belo  Disclosure  Schedule,  fairly   present
in   all  material  respects  the  financial  position  of  CPMCO  and
TVFN    at   the   dates   thereof,   and   the   results   of   their
operations   for   the   periods  then   ended.    After   the   First
Closing,   except   as  otherwise  contemplated  by  this   Agreement,
none    of    the    Belo   Entities   nor   any   of   their    other
Subsidiaries   will   own  or  have  rights  to   use   any   of   the
assets   or   property,   whether  tangible,  intangible   or   mixed,
which  are  necessary  for  the  conduct  of  the  business  of  CPMCO
or TVFN as conducted on the date hereof.

     II.6    Litigation.    Except   as   disclosed   in   the    TVFN
Financial  Statements  or  as  set  forth  in  Section  2.6   of   the
Belo    Disclosure    Schedule,   there   is    no    suit,    action,
proceeding    or   investigation   relating   to   CPMCO    or    TVFN
pending    or,    to    the   knowledge   of   the   Belo    Entities,
threatened,   against  the  Belo  Entities,  CPMCO  or   TVFN   before
any    Governmental   Entity   which,   individually   or    in    the
aggregate,   is   reasonably  likely  to  have  a   material   adverse
effect   on   CPMCO   and  TVFN,  taken  as  a  whole,   or   on   the
ability   of   the  Belo  Entities  to  consummate  the   transactions
contemplated  hereby.   Except  as  set  forth  in  Section   2.6   of
the   Belo   Disclosure   Schedule,  none  of   the   Belo   Entities,
CPMCO   or   TVFN   is   subject  to   or   in   default   under   any
outstanding   order,   writ,  injunction   or   decree   relating   to
CPMCO   or   TVFN   which,  individually  or  in  the  aggregate,   is
reasonably  likely  to  have  a  material  adverse  effect  on   CPMCO
and  TVFN,  taken  as  a  whole,  or  a  material  adverse  effect  on
the    ability    of    the   Belo   Entities   to   consummate    the
transactions contemplated hereby.


<PAGE>

      II.7     Employee Benefits.

          (a)    Section   2.7   of   the  Belo  Disclosure   Schedule
contains   a   list  of  all  "employee  benefit  plans"  within   the
meaning   of   Section   3(3)  of  the  Employee   Retirement   Income
Security   Act   of  1974,  as  amended  ("ERISA"),  and   all   other
material      benefit     plans,     programs,     agreements      and
arrangements    (the    "TVFN    Benefit    Plans"),    which    cover
employees   or   former  employees  of  CPMCO  or  TVFN   (the   "TVFN
Employees").    True  and  complete  copies  of   all   TVFN   Benefit
Plans,   any   trust  instruments  and/or  insurance   contracts,   if
any,   forming   a  part  of  any  such  plans,  and  all   amendments
thereto;     current     summary     plan     descriptions;      where
applicable,   the   most   current   determination   letter   received
from   the  Internal  Revenue  Service  (the  "Service");  and   where
applicable,     annual    reports,    financial     statements     and
actuarial   reports  for  the  last  plan  year,  which   fairly   and
accurately   reflect   the   financial   condition   of   the   plans,
have been made available to Scripps.

          (b)    All  TVFN  Benefit  Plans  are  in  compliance   with
ERISA,    the    Code   (as   defined   herein),   and    all    other
applicable   laws  in  all  material  respects.   Each  TVFN   Benefit
Plan   which  is  an  "employee  pension  benefit  plan"  within   the
meaning  of  Section  3(2)  of  ERISA  (a  "TVFN  Pension  Plan")  and
which   is   intended  to  be  qualified  under  Section   401(a)   of
the   Code   has  received  a  favorable  determination  letter   from
the  Service,  and  none  of  the Belo  Entities,  CPMCO  or  TVFN  is
aware  of  any  circumstances  likely  to  result  in  revocation   of
any   such   favorable  determination  letter.    Neither   the   Belo
Entities,   CPMCO   or   TVFN  nor  any  Belo  ERISA   Affiliate   (as
defined    herein)    has   contributed   or    been    required    to
contribute   to   any  Multiemployer  Plan  (as  defined   in   ERISA)
with respect to any TVFN Employees.

          (c)    No   liability  under  Subtitle  C  or  D  of   Title
IV  of  ERISA  has  been  incurred by  the  Belo  Entities,  CPMCO  or
TVFN   with  respect  to  any  ongoing,  frozen  or  terminated   TVFN
Pension   Plan,   currently  or  formerly   maintained   by   any   of
them,  or  the  pension  plan  of any entity  which  is  or  has  been
considered   one   employer   with  the  Belo   Entities,   CPMCO   or
TVFN,   as   the  case  may  be,  under  Section  4001  of  ERISA   or
Section   414   of   the  Code  (a  "Belo  ERISA   Affiliate")   which
would   have   a   material  adverse  effect  on   CPMCO   and   TVFN,
taken as a whole.

          (d)    All   contributions   required   to   be   made    or
accrued  as  of  the  Balance  Sheet  Date  under  the  terms  of  any
TVFN  Benefit  Plan  for  which  the  Belo  Entities,  CPMCO  or  TVFN
may   have   liability   have   been  timely   made   or   have   been
reflected   on   the   TVFN   Balance  Sheets.    Neither   any   TVFN
Pension  Plan  nor  any  pension plan  of  any  Belo  Entity  or  Belo
ERISA    Affiliate    has    incurred    an    "accumulated    funding
deficiency"   (whether   or  not  waived)  within   the   meaning   of
Section  412  of  the  Code  or Section 302  of  ERISA  in  an  amount
which   would   have   a  material  adverse  effect   on   CPMCO   and
TVFN,  taken  as  a  whole.   None of  the  Belo  Entities,  CPMCO  or
TVFN,   has   provided,  or  is  required  to  provide,  security   to
any   TVFN  Pension  Plan  pursuant  to  Section  401(a)(29)  of   the
Code.

             (e)   None   of  the  Belo  Entities,  CPMCO  and   TVFN,
has   any  obligations  for  retiree  health  and  life  benefits  for
TVFN   Employees   or   former   TVFN   Employees   under   any   TVFN
Benefit  Plan,  except  as  set forth  in  Section  2.7  of  the  Belo
Disclosure  Schedule  or  as  required  by  Part  6  of  Title  I   of
ERISA.

     II.8   Absence   of  Certain  Changes  or  Events.    Except   as
set   forth   in   Section  2.8  of  the  Belo  Disclosure   Schedule,
since   the   Balance  Sheet  Date,  CPMCO  and  TVFN  have  conducted
business   only   in   the  ordinary  course  consistent   with   past
practice,   and  there  has  not  been  any  change  or   development,
or    combination   of   changes   or   developments    (other    than
changes    relating    to    or   arising    from    legislative    or
regulatory    changes,    developments   generally    affecting    the
broadcasting   industry  or  general  economic   conditions   in   the
United   States),  which  individually  or  in  the   aggregate   have
had   or   are   reasonably  likely  to  have   a   material   adverse
effect on CPMCO and TVFN, taken as a whole.

<PAGE>

     II.9   No  Violation  of  Law.   Except  as  disclosed   in   the
TVFN  Financial  Statements  or  as  set  forth  in  Section  2.9   of
the   Belo   Disclosure   Schedule,  none  of   the   Belo   Entities,
CPMCO   or  TVFN  is  in  violation  of,  or,  to  the  knowledge   of
the   Belo   Entities,  under  investigation  with   respect   to   or
has   been   given   notice  or  been  charged  by  any   Governmental
Entity  with  any  violation  of,  any  law,  statute,  order,   rule,
regulation   or   judgment   of   any  Governmental   Entity,   except
for   violations   which,  in  the  aggregate,  would   not   have   a
material  adverse  effect  on  CPMCO  and  TVFN,  taken  as  a  whole.
The    Belo    Entities,   CPMCO   and   TVFN   have   all    permits,
licenses,    franchises   and   other   governmental   authorizations,
consents   and  approvals  necessary  to  conduct  the   business   of
CPMCO   and  TVFN  as  presently  conducted,  except  for   any   such
permits,     licenses,     franchises    or     other     governmental
authorizations,   consents  and  approvals  the   failure   of   which
to   have   would  not  have  a  material  adverse  effect  on   CPMCO
and TVFN, taken as a whole.

     II.10     Taxes.

          (a)    Except   as   disclosed   in   the   TVFN   Financial
Statements   or   as   set  forth  in  Section  2.10   of   the   Belo
Disclosure Schedule:

               (i)    Colony,   PJPI,   CPMCO  and   TVFN   have   (A)
     duly      filed     with     the     appropriate     governmental
     authorities   all   Tax  Returns  required   to   be   filed   by
     them   on  or  prior  to  the  First  Closing  Date,  other  than
     those   Tax   Returns  the  failure  of  which  to   file   would
     not    have   a   material   adverse   effect   on   the   entity
     required   to  file  such  Tax  Return,  and  such  Tax   Returns
     are    true,    correct   and   complete    in    all    material
     respects,   and   (B)  duly  paid  in  full  or  made   provision
     in     accordance    with    generally    accepted     accounting
     principles   for   the   payment  of  all   Taxes   (as   defined
     herein)   due  with  respect  to  periods  ending  on  or   prior
     to the First Closing Date;

                   (ii)        all   monies   which   Colony,    PJPI,
     CPMCO   and   TVFN  have  been  required  by  law   to   withhold
     from   employees   or   other   contractors   with   respect   to
     payments   made  or  periods  ending  on  or  before  the   First
     Closing  Date  have  been  withheld  and  timely  paid   to   the
     appropriate governmental authority;

               (iii)       as   of   the   date   hereof,   the    Tax
     Returns   for   Colony,   PJPI,   CPMCO   and   TVFN   are    not
     currently   the   subject   of  any   audit,   investigation   or
     proceeding   by   the   Service  or,  to   the   Belo   Entities'
     knowledge,   any   state   or   local   taxing   authority,   and
     none   of   Colony,  PJPI,  CPMCO  or  TVFN  has   received   any
     written   notice   of   deficiency   or   assessment   from   any
     taxing    authority    with   respect    to    liabilities    for
     material   Taxes   of   Colony,  PJPI,  CPMCO   or   TVFN   which
     have   not   been   paid   or   finally   settled,   other   than
     audits,     deficiencies    or    assessments    disclosed     in
     Section   2.10  of  the  Belo  Disclosure  Schedule   which   are
     being    contested    in    good   faith   through    appropriate
     proceedings; and

               (iv)    no   federal   income   tax   audit   of    the
     affiliated   group   of   which   the   predecessor    of    Belo
     Holdings   was   the   common  parent   is   underway,   and   no
     federal   income   tax   audit  of  the   affiliated   group   of
     which   Belo   Holdings  is  currently  a  member   is   underway
     for   any   year  during  which  Colony  and  PJPI  were  members
     of such group.

(b)     "Taxes"    means   all   taxes,   charges,    fees,    levies,
imposts,    duties   or   other   assessments,   including,    without
limitation,   income,   gross  receipts,  estimated   taxes,   excise,
personal   property,   real  property,  sales,  ad   valorem,   value-
added,     leasing,    withholding,    social    security,     workers
compensation,     unemployment     insurance,     occupation,     use,
service,   service   use,   license,   stamp,   payroll,   employment,
windfall     profit,    environmental,    alternative    or     add-on
minimum   tax,   franchise,  transfer  and   recording   taxes,   fees
and   charges,   imposed   by  the  United  States   or   any   state,
local,   or   foreign  governmental  authority  whether  computed   on
a   separate,   consolidated,   unitary,   combined   or   any   other
basis;   and   such   term   shall  include   any   interest,   fines,
penalties   or   additional  amounts  attributable   or   imposed   on
or   with   respect  to  any  such  taxes,  charges,   fees,   levies,
imposts,   duties   or   other  assessments.    "Tax   Return"   means
any   return,  report  or  other  document  or  information   required
to   be   supplied   to   a  taxing  authority  in   connection   with
Taxes.

<PAGE>

          (c)     Neither   Colony   nor   PJPI   is    a     "foreign
person"   within   the   meaning  of   Section   1445(b)(2)   of   the
Code.
     
     II.11     Environmental Matters.

             (a)   Except   as   disclosed  in  the   TVFN   Financial
Statements   or   as   set  forth  in  Section  2.11   of   the   Belo
Disclosure    Schedule   and   except   for   such    matters    that,
individually  or  in  the  aggregate,  would  not  have   a   material
adverse  effect  on  CPMCO  and  TVFN,  taken  as  a  whole,  (i)   to
the   knowledge  of  the  Belo  Entities,  CPMCO  and  TVFN   are   in
compliance    in   all   material   respects   with   all   applicable
Environmental    Laws    (as   defined   herein);    (ii)    to    the
knowledge   of   the   Belo   Entities,   the   properties   presently
owned   or   operated   by  CPMCO  and  TVFN,  the   ("TVFN   Acquired
Properties")   do   not   contain   any   Hazardous   Substance    (as
defined   herein)   other   than   as   permitted   under   applicable
Environmental   Laws;   (iii)  none  of  the  Belo   Entities,   CPMCO
or   TVFN   has   since  December  31,  1994  received   any   claims,
notices,     demand    letters,    lawsuits    or     requests     for
information   from   any   Governmental   Entity   or   any    private
third  party  alleging  that  CPMCO  or  TVFN  is  in  violation   of,
or   liable   under,  any  Environmental  Laws;  and  (iv)   none   of
the   Belo   Entities,   CPMCO   or  TVFN   or   the   TVFN   Acquired
Properties   is   subject   to   any   court   order,   administrative
order   or   decree   relating   to  the  TVFN   Acquired   Properties
arising under any Environmental Law.

          (b)     "Environmental    Law"    means    any    applicable
Federal,   state  or  local  law,  regulation,  permit,  judgment   or
agreement   with  any  Governmental  Entity,  relating  to   (i)   the
protection,   preservation   or   restoration   of   the   environment
or   to  human  health  or  safety,  or  (ii)  the  exposure  to,   or
the     use,     storage,     recycling,    treatment,     generation,
transportation,    processing,   handling,    labeling,    production,
release    or    disposal   of   Hazardous   Substances.    "Hazardous
Substance"   means   any   substance   presently   listed,    defined,
designated   or   classified  as  hazardous,  toxic,  radioactive   or
dangerous,   or   otherwise   regulated,   under   any   Environmental
Law.

     II.12       Material  Contracts.   Section  2.12  of   the   Belo
Disclosure   Schedule   identifies  any   Belo   Contract   to   which
CPMCO  or  TVFN  is  a  party  or by which  any  of  their  assets  or
operations   may   be  bound  as  of  the  date  of   this   Agreement
that   is:   (a)   a   loan  or  similar  agreement  or   indebtedness
evidenced   by  a  note  or  other  instrument,  or  any   direct   or
indirect   guarantee  of  indebtedness  of  any   other   person,   in
excess   of   $1,000,000;  (b)  any  Belo  Contract   that   expressly
limits   the   right   to   terminate  such  Belo   Contract   without
penalty   upon   less   than  one  year's   notice   and   such   Belo
Contract   provides  for  future  payments  in  excess   of   $250,000
within  the  next  twelve  (12)  months  from  the  date  hereof;  (c)
an   employment   or  severance  agreement  providing   for   payments
in   excess   of  $100,000  to  any  TVFN  Employee;  (d)   any   Belo
Contract   related  to  capital  expenditures,  which   provides   for
future   payments  in  excess  of  $500,000  within  the  next  twelve
(12)   months   from   the  date  hereof;  (e)   notwithstanding   the
foregoing,    a    talent   or   programming    agreement;    (f)    a
noncompete    agreement;   (g)   a   lease,   sublease   or    similar
agreement  with  any  person  under  which  any  of  CPMCO,  TVFN   or
any   of   their  Subsidiaries  is  a  lessor  or  sublessor  of,   or
makes  available  for  use  to  any  person,  (A)  any  real  property
of   CPMCO,   TVFN   or  any  of  their  Subsidiaries   or   (B)   any
portion   of  the  premises  otherwise  occupied  by  any  of   CPMCO,
TVFN   or   any  of  their  Subsidiaries,  in  any  such  case   which
has   an  aggregate  future  liability  or  receivable,  as  the  case
may   be,  in  excess  of  $100,000  and  is  not  terminable  by  one
of  CPMCO,  TVFN  or  any  of  their Subsidiaries  by  notice  of  not
more  than  60  days  for  a  cost  of  less  than  $100,000;  (h)   a
lease,   sublease   or  similar  agreement  with  any   person   under
which   (A)   CPMCO,   TVFN  or  any  of  their  Subsidiaries   is   a
lessee   of,   or   holds   or   uses,   any   machinery,   equipment,
vehicle   or   other   tangible  personal  property   owned   by   any
person  or  (B)  CPMCO,  TVFN  or  any  of  their  Subsidiaries  is  a
lessor   or  sublessor  of,  or  makes  available  for  use   by   any
person,   any   tangible  personal  property  owned   or   leased   by
any   of  CPMCO,  TVFN  or  their  Subsidiaries,  in  any  such   case
which   has   an   aggregate  future  liability  or   receivable,   as
the  case  may  be,  in  excess  of $100,000  and  is  not  terminable
by  one  of  CPMCO,  TVFN  or  any  of their  Subsidiaries  by  notice
of  not  more  than  60  days  for  a  cost  of  less  than  $100,000;
(i)   (A)   a   continuing  contract  for  the  future   purchase   of
materials,   supples   or  equipment,  (B)  a   management,   service,
consulting   or  other  similar  type  of  contract  or  (C)   orders,
arrangements,    contracts,   understandings   and   agreements    for
the   sale  of  advertising  time  on  the  Television  Food   Network
(the   "Network"),   in  any  such  case  which   has   an   aggregate
future  liability  to  any  person  in  excess  of  $100,000  and   is
not terminable  by  any  of  CPMCO,  TVFN  or  their   Subsidiaries by  

<PAGE>

notice  of  not  more  than  60 days  for  a  cost  of  less  than
$100,000;   and   (j)   a   material   license,   option   or    other
contract   relating   in   whole  or   in   part   to   any   computer
software   used   primarily  in  connection  with  the   business   of
CPMCO,    TVFN   or   any   of   their   Subsidiaries   as   currently
conducted   (other   than   licenses   for   the   use   of    readily
available,   off-the-shelf  software).   Except  as   set   forth   in
Section  2.12  of  the  Belo  Disclosure  Schedule  (i)  each  of  the
Belo   Contracts   set   forth   on   Section   2.12   of   the   Belo
Disclosure   Schedule   is   in  full   force   and   effect,   except
where  the  failure  to  be  in  full  force  and  effect  would   not
have  a  material  adverse  effect on  CPMCO  and  TVFN,  taken  as  a
whole,   and  (ii)  there  are  no  existing  defaults  by  CPMCO   or
TVFN   thereunder   which  default  would   result   in   a   material
adverse effect on CPMCO and TVFN, taken as a whole.

     II.13        Brokers   or   Finders.    None    of    the    Belo
Entities,   CPMCO   or   TVFN  has  any  liability   to   any   agent,
broker,   investment   banker,  financial  advisor   or   other   firm
or   person   for  any  broker's  or  finder's  fee   or   any   other
commission   or   similar  fee  in  connection   with   any   of   the
transactions   contemplated   by   this   Agreement   except    Furman
Selz,   LLC   ("Furman"),  whose  fees  and  expenses,  as  previously
disclosed   to   Scripps,   will  be  paid   by   Belo   Holdings   in
accordance with Belo Holdings' agreement with such firm.

     II.14       Title   to   Assets.   Except   as   set   forth   in
Section  2.14  of  the  Belo  Disclosure  Schedule,  to  the  best  of
the   Belo   Entities'  knowledge,  CPMCO  and   TVFN   own   all   of
their   respective  assets  free  and  clear  of  any  liens,  claims,
security    interests,    restrictions    or    encumbrances     that,
individually   or   in  the  aggregate,  are  reasonably   likely   to
have  a  material  adverse  effect on  CPMCO  and  TVFN,  taken  as  a
whole.    Except   as  set  forth  in  Section  2.14   of   the   Belo
Disclosure    Schedule,    none    of    CPMCO,    TVFN    or    their
Subsidiaries   owns  in  fee  any  real  property  or   interests   in
real   property.   Section  2.12  of  the  Belo  Disclosure   Schedule
sets  forth  a  complete  list  of all  leases  of  real  property  or
interests  in  real  property  to  which  any  of  CPMCO,   TVFN   and
their   Subsidiaries   is   a  party  and  identifies   any   material
base   leases   and   reciprocal  easement  or  operating   agreements
relating    thereto.    To   the   best   of   the   Belo    Entities'
knowledge,   CPMCO,  TVFN  and  their  Subsidiaries  have   good   and
valid   title  to  their  leased  assets,  in  each  case   free   and
clear    of    all    liens,    claims,    security    interests    or
encumbrances   that,   individually   or   in   the   aggregate,   are
reasonably  likely  to  have  a  material  adverse  effect  on   CPMCO
and TVFN, taken as a whole.

     II.15       Condition   of   Assets.    All   of   the   material
assets  of  CPMCO  and  TVFN  are  in  good  operating  condition  and
repair, ordinary wear and tear excepted.

     II.16       Employees.    With  respect   to   CPMCO   or   TVFN,
none  of  the  Belo  Entities,  CPMCO  or  TVFN  is  a  party  to,  or
is   bound   by,   any  collective  bargaining  agreement   or   other
contract   with   a   labor  union,  nor  are   the   Belo   Entities,
CPMCO   or   TVFN   the  subject  of  any  proceeding  or   organizing
activity   seeking   to   compel  it  to  bargain   with   any   labor
union  as  to  wages  and  conditions  of  employment,  nor  is  there
any   strike,   labor   dispute,  slow  down  or  stoppage   involving
the    Belo   Entities,   CPMCO   or   TVFN   pending   or,   to   the
knowledge     of     the     Belo    Entities,    threatened     that,
individually   or   in  the  aggregate,  are  reasonably   likely   to
have  a  material  adverse  effect on  CPMCO  and  TVFN,  taken  as  a
whole.

     II.17       Insurance.   Set  forth  in  Section  2.17   of   the
Belo   Disclosure   Schedule   is  a   schedule   of   the   insurance
coverage    (including   policy   limits,   coverage    layers,    and
named   insureds)   maintained  by  the  Belo   Entities,   CPMCO   or
TVFN   on   the   assets,   properties,   premises,   operations   and
personnel of CPMCO or TVFN.

<PAGE>

     II.18       Affiliation   Agreements.   Section   2.18   of   the
Belo   Disclosure   Schedule   sets  forth   a   true   and   complete
list,   as  of  the  date  hereof,  of  the  contracts  between   TVFN
and   the   largest  15  cable  operators  relating  to  carriage   of
the   Network   (as   determined  by  the  number   of   basic   cable
television   subscribers  served  by  such   cable   operators)   (the
"TVFN   Affiliation  Agreements").   At  the  date  hereof,   to   the
knowledge   of  the  Belo  Entities,  neither  CPMCO  nor   TVFN   has
received   any   notice   that  any  such  cable   carrier   (a)   has
canceled   or   terminated,   or   has   a   specific   intention   to
cancel   or   terminate,   any  TVFN  Affiliation   Agreement,   which
cancellations   or   terminations  would  be  reasonably   likely   to
involve,   in   the   aggregate,  the  loss  of  more   than   100,000
subscribers,   or   (b)  has  a  specific  intention   to   effect   a
planned   reduction   in   the  number  of  subscribers   covered   by
such   TVFN   Affiliation  Agreement,  other  than  reductions   which
would   not  reasonably  be  expected  to  have  a  material   adverse
effect   on   TVFN   and  its  Subsidiaries,   taken   as   a   whole.
Except   as   set  forth  in  Section  2.18  of  the  Belo  Disclosure
Schedule   and   subject   to   obtaining  the   applicable   consents
set   forth   in  Sections  2.4  and  2.18  of  the  Belo   Disclosure
Schedule,   all   TVFN  Affiliation  Agreements  are  valid,   binding
and   in   full  force  and  effect  and  are  enforceable   by   TVFN
(and,   at   the   First  Closing  Date,  will   be   enforceable   in
accordance   with   their   terms).    Except   as   set   forth    in
Section   2.18   of   the   Belo   Disclosure   Schedule,   TVFN   has
performed  all  obligations  required  to  be  performed  by   it   to
date   under   the  TVFN  Affiliation  Agreements  and   it   is   not
(with  or  without  the  lapse  of  time  or  the  giving  of  notice,
or  both)  in  breach  or  default  in  any  respect  thereunder  and,
to  the  knowledge  of  the  Belo Entities,  no  other  party  to  any
of   the   TVFN  Affiliation  Agreements  is  (with  or  without   the
lapse  of  time  or  the  giving of notice,  or  both)  in  breach  or
default   in   any  respect  thereunder,  in  each  case  other   than
failures   to   perform,  breaches  or  defaults   which   would   not
result  in  a  material  adverse  effect  on  CPMCO  and  TVFN,  taken
as a whole.

     II.19        Belo    Interests.    Except   as    disclosed    in
Section   2.19  of  the  Belo  Disclosure  Schedule,   none   of   the
Belo   Entities  or  its  Subsidiaries  or  affiliates  uses  in   the
conduct   of  any  of  its  businesses  or  owns  or  has  rights   to
use   any   assets  or  property,  whether  tangible  or   intangible,
which  are  also  used  in  the conduct  of  the  business  of  CPMCO,
TVFN   or   their  Subsidiaries.   Except  as  disclosed  in   Section
2.19   of   the   Belo  Disclosure  Schedule,  none  of  CPMCO,   TVFN
and   their   Subsidiaries  will  have  any  liability  or  obligation
of    any   nature   (whether   accrued,   absolute,   contingent   or
otherwise)   in   any  way  relating  to  the  business,   operations,
indebtedness,   assets   or   liabilities   of   any   of   the   Belo
Entities as of the First Closing Date.

     II.20       Related  Party  Agreements.   Other   than   as   set
forth  in  Section  2.20  of  the  Belo  Disclosure  Schedule,  as  of
the   date  hereof,  none  of  the  officers,  directors  or  managers
of   the   Belo   Entities  or  their  respective   Subsidiaries   and
affiliates    (other    than    CPMCO    and    TVFN     and     their
Subsidiaries)   is  a  party  to  any  agreement  with   CPMCO,   TVFN
or  any  of  their  Subsidiaries  providing  for  the  payment  of  an
amount   or   amounts  in  excess  of  $100,000  singly  or   in   the
aggregate,   or   has   any   interest   in   any   property    (real,
personal   or   mixed,   tangible   or   intangible)   used   in    or
pertaining   to  the  business  of  CPMCO,  TVFN  or  any   of   their
Subsidiaries   which   is  material  to  CPMCO,   TVFN   or   any   of
their Subsidiaries, taken as a whole.

     II.21         Network    Intangible    Rights.      Except     as
disclosed  in  Section  2.21  of  the  Belo  Disclosure  Schedule   or
which  would  not  result  in  a  material  adverse  effect  on  CPMCO
and   TVFN,   taken  as  a  whole,  (a)  neither  the  execution   and
delivery   of  this  Agreement  nor  the  consummation  by  the   Belo
Entities    of    the    transactions    contemplated    hereby    nor
compliance   by   the  Belo  Entities  with  any  of  the   provisions
hereof   will   result   in  the  creation  or   imposition   of   any
encumbrance  upon,  or  give  to  any  other  party  or  parties   any
claim,   interest,   or   right,  including  rights   of   termination
or   cancellation  in  or  with  respect  to,  (i)  any  domestic   or
foreign    patents,    patent    applications,    written    invention
disclosures   to   be   filed  or  awaiting   filing   determinations,
trademark     and     service     mark    applications,     registered
trademarks,   registered   service  marks   (including   the   service
mark    TELEVISION   FOOD   NETWORK),   franchises,   patents,   trade
names,    jingles,   slogans,   logotypes,   copyrights,   or    other
intangible   rights  owned,  leased,  or  licensed  that   are   used,
held   for   use,  or  necessary  in  connection  with  the   business
and    operations   of   the   Network   (the   "Network    Intangible
Rights"),    or   (ii)   any   rights,   releases,   clearances    and
licenses     with    respect    to    (A)    programs,     programming
materials,     promotional    materials,    including     interstitial
promotional   materials,   and   elements   of   whatever   form    or
nature,   that   are   used,   held   for   use,   or   necessary   in
connection   with  the  business  and  operations  of   the   Network,
and   (B)   all  persons  appearing  on  or  performing  services   in
connection   with  the  operation  of  

<PAGE>

the Network and exhibition and syndication of its programming and 
promotional materials, including, without limitation, in the case  of
either   clause  (A)  or  (B),  all  literary,  artistic,   trademark,
copyright,   music   performing,  master  use,   synchronization   and
other     similar    intellectual    property    rights    and     all
publicity,    privacy    and   publishing    rights    whether    such
programs,    materials,   elements,   appearances   or    performances
are  live  or  recorded  on  film,  tape,  or  any  other  medium   or
broadcast   on   television  or  exhibited  on   any   other   medium,
and   whether   completed   or   in  production,   and   all   related
common   law   and   statutory   Network   Intangible   Rights    (the
"Program   Rights");  (b)  other  than  in  the  ordinary  course   of
business,   none   of  the  Belo  Entities  nor  any  shareholder   or
director   or   officer   or   employee   or   agent   of   the   Belo
Entities   has   done  anything,  by  contract  or  otherwise,   which
could   reasonably  be  expected  to  impair  the  rights   of   CPMCO
and    TVFN   in   the   Network   Intangible   Rights   and   Program
Rights;   (c)  CPMCO,  TVFN  or  their  Subsidiaries,  as   the   case
may   be,  are  the  owners  of  the  Network  Intangible  Rights  and
Program    Rights,   and   the   Network   Intangible    Rights    and
Program   Rights  are  in  full  force  and  effect  and  not  subject
to    cancellation    for   any   reason;    (d)    there    are    no
registrations   for   the  Network  Intangible   Rights   or   Program
Rights  in  any  country  outside  the  United  States;  (e)  none  of
the   Belo   Entities  has  done  or  will  do  prior  to  the   First
Closing   Date  (or  will  cause  or  permit  to  be  done  prior   to
the   First   Closing  Date)  anything  or  authorize  other   parties
to   do   anything   in  conflict  with  TVFN's   ownership   of   the
Network  Intangible  Rights  or  Program  Rights;  and  (f)  none   of
the   Belo   Entities,  CPMCO,  TVFN  or  their  Subsidiaries   is   a
party   to   or   bound   under  any  and   there   is   no   pending,
proposed,   or   threatened  certificate,   claim,   mortgage,   lien,
lease,   agreement,   contract,  instrument,   order,   judgment,   or
decree,   or   any  similar  restriction,  which  adversely   affects,
or   reasonably   could   be  expected  to   adversely   affect,   the
Network   Intangible  Rights  and  Program  Rights   or   the   rights
of   TVFN   with   respect  to  the  Network  Intangible   Rights   or
Program     Rights     following    the    consummation     of     the
transactions contemplated by this Agreement.

     II.22        Trade   Secrets.    Except   as   set    forth    in
Section   2.22   of   the  Belo  Disclosure  Schedule,   CPMCO,   TVFN
and  their  Subsidiaries  own  or  have  the  right  to  use,  and  as
of  the  First  Closing  Date they will  own  or  have  the  right  to
use,    worldwide,   all   trade   secrets,   inventions,    know-how,
formulae,   processes,   procedures,   research   records,    computer
software   (other   than   any   licensed   third   party   software),
records    of   inventions,   test   information,   market    surveys,
marketing       know-how       and       unregistered       copyrights
("Technology")   used   in   connection   with   the    business    of
CPMCO,   TVFN   and   their  Subsidiaries  as   currently   conducted.
To   the   Belo   Entities'   knowledge,   CPMCO,   TVFN   and   their
Subsidiaries   have   used   commercially   reasonable   measures   to
protect    the   secrecy,   confidentiality   and   value    of    any
Technology   used   in   connection  with  the  business   of   CPMCO,
TVFN    and    their    Subsidiaries.    To   the    Belo    Entities'
knowledge,    no    Technology   used   in   connection    with    the
business   of   CPMCO,   TVFN   and  their   Subsidiaries   has   been
used,   divulged  or  appropriated  for  the  benefit  of  any  person
other   than   CPMCO,  TVFN  and  their  Subsidiaries,  except   where
such   use,   divulgence  or  appropriation  would  not   individually
or  in  the  aggregate  have  a  material  adverse  effect  on  CPMCO,
TVFN   and   their  Subsidiaries,  taken  as  a  whole.    Except   as
set   forth   in  Section  2.22  of  the  Belo   Disclosure  Schedule,
as   of   the   date   hereof,   none  of   CPMCO,   TVFN   or   their
Subsidiaries   has   made  any  pending  claim   in   writing   of   a
violation,    infringement,    misuse    or    misappropriation     by
others  of  rights  of  CPMCO,  TVFN  and  their  Subsidiaries  to  or
in   connection   with   any  Technology  used  in   connection   with
the business of CPMCO, TVFN or their Subsidiaries.

<PAGE>

     II.23       Transponder   Subleases.    Section   2.23   of   the
Belo   Disclosure  Schedule  sets  forth  the  schedule  of   payments
for   the  sublease  of  the  transponder  signal  described  in   the
Sublease  Agreement,  a  list  of  all  third  parties  to  whom   the
Belo    Entities    or   any   affiliate   thereof    has    subleased
additional   signals  pursuant  to  paragraph  4   of   the   Sublease
Agreement,   and   a  description  of  any  ongoing  discussions   the
Belo   Entities   or   any  affiliate  thereof  is   conducting   with
any   third   parties   that   may  sublease  additional   transponder
signals   pursuant   to   paragraph  4  of  the  Sublease   Agreement.
Except   as   set  forth  on  Section  2.23  of  the  Belo  Disclosure
Schedule,    (a)   the   Transponder   Lease   Agreement    and    the
Sublease   Agreement   are  in  full  force  and   effect,   (b)   the
transponder   leased  by  Providence  Journal  Company   pursuant   to
the    Transponder    Lease    Agreement   meets    the    transponder
performance    specifications    described    in    the    Transponder
Lease   Agreement  and  (c)  the  Belo  Entities  are  not  aware   of
any   facts  or  circumstances  relating  to  the  condition  of   the
Galaxy   IR   and   Galaxy   backup  satellites   described   in   the
Transponder    Lease    Agreement    that    would    preclude     the
continued    use    of   the   transponder   leased   by    Providence
Journal  Company  and  the  signal  subleased  by  TVFN  pursuant   to
the    Sublease   Agreement   through   the   termination    of    the
Transponder Lease Agreement.

     II.24         Investigations.     The    Belo    Entities     are
informed   and   sophisticated  participants   in   the   transactions
contemplated   by   this   Agreement  and   have   been   advised   by
persons   experienced  in  the  evaluation  and  purchase  of   assets
such   as   the  KENS  Assets,  and  along  with  such  persons   have
undertaken   such   investigation,  and  have   been   provided   with
and   have   evaluated   such  documents  and  information,   as   the
Belo   Entities   and   their  advisors  have  deemed   necessary   to
enable   them   to   make   an  informed  and   intelligent   decision
with   respect   to  the  execution,  delivery  and   performance   of
this     Agreement.      Anything    herein    to     the     contrary
notwithstanding,  the  Belo  Entities  acknowledge   that   Belo   Sub
is   acquiring   the   KENS  Assets  without  any  representation   or
warranty,   express   or   implied,  by  Scripps   or   any   of   its
affiliates    except   as   expressly   set    forth    herein.     In
furtherance   of  the  foregoing,  and  not  in  limitation   thereof,
the   Belo   Entities  acknowledge  that  neither  Scripps   nor   any
of   its   advisors,  nor  any  of  their  respective  affiliates   or
representatives   have   made   any   representation    or    warranty
(express   or  implied)  with  respect  to,  and  the  Belo   Entities
are   not   relying  upon,  any  financial  projection   or   forecast
delivered   to  the  Belo  Entities  with  respect  to  the  revenues,
profitability,   cash   flow,   capital   expenditures,    or    other
financial   or   operating   aspect   that   may   arise   from    the
operation   of   the   KENS  Assets  either  before   or   after   the
Second   Closing   Date.    With  respect   to   any   projection   or
forecast   delivered  by  or  on  behalf  of  Scripps  to   the   Belo
Entities,   the   Belo  Entities  acknowledge  that  (a)   there   are
uncertainties    inherent    in    attempting     to     make     such
projections    and    forecasts,   (b)   the   Belo    Entities    are
familiar   with  such  uncertainties,  (c)  the  Belo   Entities   are
taking   full   responsibility  for  making   their   own   evaluation
of   the   adequacy   and  accuracy  of  all  such   projections   and
forecasts   furnished  to  the  Belo  Entities  and   (d)   the   Belo
Entities  will  not  have  a  claim  against  either  Scripps  or  any
of   its  advisors,  or  any  of  their  respective  affiliates   with
respect   to  such  projections  or  forecasts  or  with  respect   to
any related matter.

<PAGE>

                        ARTICLE III

         Representations and Warranties of Scripps

     Scripps   represents  and  warrants  to  the  Belo  Entities   as
follows:

     III.1        Organization.    Scripps    is    duly    organized,
validly  existing  and  in  good  standing  under  the  laws  of   the
jurisdiction    of   its   incorporation   and   Scripps    has    all
requisite   corporate  power  and  authority   to   own,   lease   and
operate  its  properties  and  to  carry  on  its  business   as   now
being    conducted,   except   where   the   failure    to    be    so
organized,   existing  and  in  good  standing   or   to   have   such
power   and  authority  would  not  have  a  material  adverse  effect
on   the   KENS   Assets,  taken  as  a  whole.    Scripps   is   duly
qualified  or  licensed  to  do  business  and  in  good  standing  in
each   jurisdiction   in   which  the  property   owned,   leased   or
operated  by  it  or  the  nature  of the  business  conducted  by  it
makes    such    qualification   or   licensing   necessary,    except
where  the  failure  to  be  so qualified  or  licensed  and  in  good
standing   would  not  in  the  aggregate  have  a  material   adverse
effect   on   the  KENS  Assets,  taken  as  a  whole,   or   on   the
ability     of     Scripps    to    consummate    the     transactions
contemplated    hereby.    As   used   in    this    Agreement,    any
reference   to  any  event,  change  or  effect  having   a   material
adverse  effect  on  or  with  respect  to  the  KENS  Assets,   taken
as  a  whole,  or  an  entity  (or  group  of  entities  taken  as   a
whole)   means  that  such  event,  change  or  effect  is  materially
adverse   to   the   business,   properties,   assets,   results    of
operations   or   financial  condition  of  the  KENS  Assets,   taken
as  a  whole,  or  such  entity  (or,  if  with  respect  thereto,  of
such group of entities taken as a whole).

     III.2         Authority.     Scripps    has     the     requisite
corporate   power   and  authority  to  execute   and   deliver   this
Agreement    and   to   consummate   the   transactions   contemplated
hereby.    The   execution,   delivery   and   performance   of   this
Agreement  by  Scripps  and  the  consummation  by  Scripps   of   the
transactions   contemplated   hereby   have   been   duly   authorized
by   Scripps'   Board   of   Directors,   and   no   other   corporate
proceedings    on   the   part   of   Scripps   are    necessary    to
authorize   this   Agreement  or  for  Scripps   to   consummate   the
transactions   contemplated   hereby.    This   Agreement   has   been
duly   executed   and   delivered  by  Scripps  and,   assuming   this
Agreement   constitutes  a  valid  and  binding  obligation   of   the
Belo   Entities,  constitutes  a  valid  and  binding  obligation   of
Scripps,   enforceable  against  Scripps  in   accordance   with   its
terms.

     III.3         Consents    and    Approvals;    No     Violations.
Except   (a)   as   set   forth  in  Section  3.3   of   the   Scripps
Disclosure      Schedule,      (b)     for      filings,      permits,
authorizations,   consents   and  approvals   as   may   be   required
under,   and   other   applicable  requirements   of,   the   Exchange
Act,   the   HSR   Act,  and  the  FCC  Act,  and  (c)   as   may   be
necessary  as  a  result  of  any  facts  or  circumstances   relating
solely   to   the   Belo  Entities  or  any  of  their   Subsidiaries,
none   of   the   execution,   delivery   or   performance   of   this
Agreement   by  Scripps  or  the  consummation  by  Scripps   of   the
transactions   contemplated   hereby   and   compliance   by   Scripps
with  any  of  the  provisions  hereof  will  (i)  conflict  with   or
result   in   any  breach  of  any  provisions  of  the   charter   or
bylaws   of  Scripps,  (ii)  require  any  filing  by  Scripps   with,
or   any   permit,   authorization,  consent   or   approval   to   be
obtained    by   Scripps   of,   any   Governmental   Entity,    (iii)
result   in  a  violation  or  breach  of,  or  constitute  (with   or
without  due  notice  or  lapse  of  time  or  both)  a  default   (or
give    rise    to    any    right    of    termination,    amendment,
cancellation   or   acceleration)   under,   any   of    the    terms,
conditions   or   provisions  of  any  Contracts  to   which   Scripps
is  a  party  or  by  which  it or any of  its  properties  or  assets
may   be  bound  ("Scripps  Contracts")  or  result  in  the  creation
of  any  lien  upon  any  of  the KENS Assets,  or  (iv)  violate  any
order,   writ,   injunction,  decree,  statute,  rule  or   regulation
applicable   to  Scripps,  except,  in  the  case  of   clause   (ii),
(iii)   or   (iv),  for  failures  to  file  or  obtain,   violations,
breaches,   defaults  or  liens  which  would  not  have  a   material
adverse  effect  on  the  KENS  Assets,  taken  as  a  whole,  or  the
ability     of     Scripps    to    consummate    the     transactions
contemplated   hereby.   Scripps  does  not  have  any  knowledge   of
any   facts  or  circumstances  relating  to  the  KENS  Assets  that,
individually    or    in   the   aggregate,    would    prevent    any
necessary   approval   of  the  transactions  contemplated   by   this
Agreement   under  the  FCC  Act;  provided,  however,   the   parties
hereto  recognize  the  necessity for  a  waiver  of  the  FCC's  one-
to-a-market rule.

<PAGE>

     III.4        KENS   Financial   Statements.    Attached    hereto
as   Exhibits   C   and  D  are  the  audited  balance   sheets   (the
"KENS  Balance  Sheets")  of  KENS  as  of  the  Balance  Sheet   Date
and    December   31,   1995,   and   the   related   statements    of
operations  and  cash  flows  for  the  three  years  ended   December
31,   1996   and   the  accompanying  notes  thereto  (together   with
the   KENS   Balance   Sheets,  the  "KENS   Financial   Statements").
The    KENS    Financial   Statements   have    been    prepared    in
accordance    with    generally   accepted    accounting    principles
consistently   applied,  and,  except  as   set   forth   in   Section
3.5   of   the   Scripps  Disclosure  Schedule,  fairly   present   in
all   material  respects  the  financial  position  of  KENS  at   the
dates   thereof,   and   the  results  of  its  operations   for   the
periods   then   ended.    After  the  Second   Closing,   except   as
otherwise   contemplated   by   this   Agreement,   neither    Scripps
nor  any  of  its  other  Subsidiaries will  own  or  have  rights  to
use    any    of   the   assets   or   property,   whether   tangible,
intangible   or  mixed,  which  are  necessary  for  the  conduct   of
the KENS Assets as conducted on the date hereof.

     III.5       Litigation.   Except  as  disclosed   in   the   KENS
Financial  Statements  or  as  set  forth  in  Section  3.5   of   the
Scripps    Disclosure   Schedule,   there   is   no   suit,    action,
proceeding   or  investigation  relating  to  Scripps  or   the   KENS
Assets   pending   or,  to  the  knowledge  of  Scripps,   threatened,
against   Scripps   or  the  KENS  Assets  before   any   Governmental
Entity    which,    individually   or    in    the    aggregate,    is
reasonably   likely  to  have  a  material  adverse  effect   on   the
KENS  Assets,  taken  as  a  whole,  or  on  the  ability  of  Scripps
to   consummate   the   transactions  contemplated   hereby.    Except
as   set   forth   in   Section   3.5  of   the   Scripps   Disclosure
Schedule,  neither  Scripps  nor  the  KENS  Assets  are  subject   to
or   in   default  under  any  outstanding  order,  writ,   injunction
or   decree  relating  to  the  KENS  Assets  which,  individually  or
in   the   aggregate,  is  reasonably  likely  to  have   a   material
adverse  effect  on  the  KENS  Assets,  taken  as  a  whole,   or   a
material    adverse   effect   on   the   ability   of   Scripps    to
consummate the transactions contemplated hereby.

     III.6     Employee Benefits.

          (a)     Section    3.6    of    the    Scripps    Disclosure
Schedule   contains   a   list   of  all  "employee   benefit   plans"
within   the  meaning  of  Section  3(3)  of  ERISA,  and  all   other
material      benefit     plans,     programs,     agreements      and
arrangements   (the   "Harte-Hanks  Benefit   Plans"),   which   cover
employees    or    former    employees    of    KENS    (the     "KENS
Employees").    True   and   complete  copies   of   all   Harte-Hanks
Benefit    Plans,    any    trust   instruments    and/or    insurance
contracts,  if  any,  forming  a part  of  any  such  plans,  and  all
amendments   thereto;   current  summary  plan   descriptions;   where
applicable,   the   most   current   determination   letter   received
from    the   Service;   and   where   applicable,   annual   reports,
financial   statements  and  actuarial  reports  for  the  last   plan
year,    which   fairly   and   accurately   reflect   the   financial
condition  of  the  plans  have  been  made  available  to  the   Belo
Entities.

          (b)     All    Harte-Hanks    Benefit    Plans    are     in
compliance   with   ERISA,  the  Code,  and   all   other   applicable
laws   in   all   material   respects.    Each   Harte-Hanks   Benefit
Plan   which  is  an  "employee  pension  benefit  plan"  within   the
meaning  of  Section  3(2)  of  ERISA  (a  "KENS  Pension  Plan")  and
which   is   intended  to  be  qualified  under  Section   401(a)   of
the   Code   has  received  a  favorable  determination  letter   from
the   Service,   and  Scripps  is  not  aware  of  any   circumstances
likely    to    result   in   revocation   of   any   such   favorable
determination   letter.    Neither   Harte-Hanks   nor   any    Harte-
Hanks   ERISA  Affiliate  (as  defined  herein)  has  contributed   or
been   required   to   contribute  to  any  Multiemployer   Plan   (as
defined in ERISA) with respect to any KENS Employees.

             (c)   No  liability  under  Subtitle  C  or  D  of  Title
IV  of  ERISA  has  been  incurred by  Scripps  with  respect  to  any
ongoing,    frozen   or   terminated   Harte-Hanks    Pension    Plan,
currently   or   formerly   maintained   by   Harte-Hanks,   or    the
pension   plan  of  any  entity  which  is  or  has  been   considered
one   employer   with  Harte-Hanks,  under  Section  4001   of   ERISA
or   Section  414  of  the  Code  (a  "Harte-Hanks  ERISA  Affiliate")
which   would   have   a   material  adverse  effect   on   the   KENS
Assets, taken as a whole.

<PAGE>

          (d)    All   contributions   required   to   be   made    or
accrued  as  of  the  Balance  Sheet  Date  under  the  terms  of  any
Harte-Hanks   Benefit   Plan   for   which   Harte-Hanks   may    have
liability   have   been  timely  made  or  have  been   reflected   on
the   KENS   Balance   Sheet.    Neither   any   Harte-Hanks   Pension
Plan   nor   any   pension  plan  of  Harte-Hanks  or  a   Harte-Hanks
ERISA    Affiliate    has    incurred    an    "accumulated    funding
deficiency"   (whether   or  not  waived)  within   the   meaning   of
Section  412  of  the  Code  or Section 302  of  ERISA  in  an  amount
which   would   have   a   material  adverse  effect   on   the   KENS
Assets,  taken  as  a  whole.   Harte-Hanks  has  not  provided,   nor
is   required   to  provide,  security  to  any  Harte-Hanks   Pension
Plan pursuant to Section 401(a)(29) of the Code.

          (e)    Harte-Hanks   does  not  have  any  obligations   for
retiree   health   and   life   benefits   for   KENS   Employees   or
former   KENS   Employees   under  any   Harte-Hanks   Benefit   Plan,
except  as  set  forth  in  Section  3.6  of  the  Scripps  Disclosure
Schedule or as required by Part 6 of Title I of ERISA.

     III.7       Absence   of  Certain  Changes  or  Events.    Except
as   set   forth   in   Section   3.7  of   the   Scripps   Disclosure
Schedule,  since  the  Balance  Sheet  Date,  the  business  of   KENS
has   been   conducted   only  in  the  ordinary   course   consistent
with   past   practice,  and  there  has  not  been  any   change   or
development,    or    combination   of   changes    or    developments
(other   than   changes  relating  to  or  arising  from   legislative
or   regulatory   changes,   developments  generally   affecting   the
broadcasting   industry  or  general  economic   conditions   in   the
United   States),  which  individually  or  in  the   aggregate   have
had   or   are   reasonably  likely  to  have   a   material   adverse
effect on the KENS Assets, taken as a whole.

     III.8       No   Violation  of  Law.   Except  as  disclosed   in
the  KENS  Financial  Statements  or  as  set  forth  in  Section  3.8
of   the   Scripps   Disclosure   Schedule,   neither   Scripps,   the
KENS   Entity,   nor,  to  the  best  of  Scripps'  knowledge   Harte-
Hanks   is   in  violation  of,  or,  to  the  knowledge  of  Scripps,
under   investigation  with  respect  to  or  has  been  given  notice
or    been    charged   by   any   Governmental   Entity   with    any
violation   of,   any  law,  statute,  order,  rule,   regulation   or
judgment   of   any   Governmental  Entity,  except   for   violations
which,   in   the  aggregate,  would  not  have  a  material   adverse
effect  on  the  KENS  Assets,  taken as  a  whole.   Scripps  has  or
will    acquire   pursuant   to   the   Acquisition   Agreement    all
permits,     licenses,     franchises    and    other     governmental
authorizations,   consents   and  approvals   necessary   to   conduct
the   business  of  KENS  as  presently  conducted,  except  for   any
such    permits,   licenses,   franchises   or   other    governmental
authorizations,   consents  and  approvals  the   failure   of   which
to  have  would  not  have  a  material adverse  effect  on  the  KENS
Assets, taken as a whole.

     III.9     Taxes.

             (a)   Except   as   disclosed  in  the   KENS   Financial
Statements   or   as  set  forth  in  Section  3.9  of   the   Scripps
Disclosure Schedule:

               (i)    the   KENS  Entity  has  (A)  duly  filed   with
     the     appropriate    governmental    authorities    all     Tax
     Returns  required  to  be  filed  by  it  on  or  prior  to   the
     First   and   Second  Closing  Dates,  other   than   those   Tax
     Returns  the  failure  of  which  to  file  would  not   have   a
     material   adverse  effect  on  the  entity  required   to   file
     such   Tax  Return,  and  such  Tax  Returns  are  true,  correct
     and   complete   in   all  material  respects,   and   (B)   duly
     paid   in   full   or   made   provision   in   accordance   with
     generally    accepted    accounting    principles     for     the
     payment  of  all  Taxes  due  with  respect  to  periods   ending
     on or prior to the First and Second Closing Dates;

               (ii)   all   monies   which   the   KENS   Entity   has
     been   required   by   law   to  withhold   from   employees   or
     other   contractors   with   respect   to   payments   made    or
     periods   ending   on   or   before   the   First   and    Second
     Closing  Dates  have  been  withheld  and  timely  paid  to   the
     appropriate governmental authority;

<PAGE>

               (iii)       as   of   the   date   hereof,   the    Tax
     Returns   for   the   KENS   Entity   are   not   currently   the
     subject   of   any   audit,  investigation   or   proceeding   by
     the   Service   or,   to  Scripps'  knowledge,   any   state   or
     local   taxing   authority,   and   neither   Scripps   nor   the
     KENS    Entity    have   received   any   written    notice    of
     deficiency   or   assessment  from  any  taxing  authority   with
     respect   to   liabilities  for  material  Taxes  of   the   KENS
     Entity   which   have   not  been  paid   or   finally   settled,
     other     than     audits,    deficiencies     or     assessments
     disclosed    in   Section   3.9   of   the   Scripps   Disclosure
     schedule    which   are   being   contested   in    good    faith
     through appropriate proceedings; and

               (iv)    No   federal   income   tax   audit   of    any
     affiliated  group  of  which  the  KENS  Entity  is  or   was   a
     member   is   underway   for  any  year   in   which   the   KENS
     Entity was a member of such group.

          (b)     The    KENS   Entity   is   not   "foreign   person"
within the meaning of Section 1445(b)(2) of the Code.

     III.10       Environmental   Matters.    Except   as    disclosed
in   the  KENS  Financial  Statements  or  as  set  forth  in  Section
3.10   of  the  Scripps  Disclosure  Schedule  and  except  for   such
matters   that,   individually  or  in  the   aggregate,   would   not
have  a  material  adverse  effect  on  the  KENS  Assets,  taken   as
a   whole,   (a)  to  the  knowledge  of  Scripps,  the  KENS   Assets
are    in    compliance   in   all   material   respects   with    all
applicable    Environmental   Laws;   (b)   to   the   knowledge    of
Scripps,   the   properties  included  in   the   KENS   Assets,   the
("KENS   Acquired   Properties")  do   not   contain   any   Hazardous
Substance,     other    than    as    permitted    under    applicable
Environmental   Laws;  (c)  Scripps  has  not   since   December   31,
1994   received   any   claims,  notices,  demand  letters,   lawsuits
or   requests  for  information  from  any  Governmental   Entity   or
any  private  third  party  alleging  that  the  KENS  Assets  are  in
violation     of,    or    result    in    liability    under,     any
Environmental  Laws;  and  (d)  neither  Scripps  or,  to   the   best
knowledge    of    Scripps,   the   KENS   Acquired   Properties    is
subject   to   any  court  order,  administrative  order   or   decree
relating   to   the  KENS  Acquired  Properties  arising   under   any
Environmental Law.

     III.11       Material   Contracts.    Section   3.11    of    the
Scripps   Disclosure   Schedule  identifies   any   Scripps   Contract
to  which  Scripps  is  or  will  be as  of  the  Acquisition  Closing
Date   a   party,  related  to  the  KENS  Assets  or  by  which   the
KENS  Assets  may  be  bound  as of the  date  of  this  Agreement  or
the   Acquisition  Closing  Date  that  is  (a)  a  loan  or   similar
agreement   or   indebtedness   evidenced   by   a   note   or   other
instrument,    or    any    direct   or    indirect    guarantee    of
indebtedness   of   any  other  person,  in  excess   of   $1,000,000;
(b)   any  Scripps  Contract  that  expressly  limits  the  right   to
terminate   such   Scripps   Contract  without   penalty   upon   less
than   one   year's   notice  and  such  Scripps   Contract   provides
for   future   payments  in  excess  of  $250,000  within   the   next
twelve   (12)   months   from  the  date   hereof;   (c)   a   network
affiliation    agreement;    (d)   an    employment    or    severance
agreement   providing   for  payments  in  excess   of   $100,000   to
any   KENS   Employee;  and  (e)  any  Scripps  Contract  related   to
capital   expenditures,  which  provides  for   future   payments   in
excess   of   $500,000  within  the  next  twelve  (12)  months   from
the  date  hereof.   Except  as  set forth  in  Section  3.11  of  the
Scripps    Disclosure    Schedule   (i)   each    of    the    Scripps
Contracts    set    forth   on   Section   3.11   of    the    Scripps
Disclosure   Schedule   is   in  full   force   and   effect,   except
where  the  failure  to  be  in  full  force  and  effect  would   not
have  a  material  adverse  effect  on  the  KENS  Assets,  taken   as
a   whole   and  (ii)  there  are  no  existing  defaults  by  Scripps
or   any   of   its   Subsidiaries  thereunder  which  default   would
result   in   a   material  adverse  effect  on   the   KENS   Assets,
taken as a whole.

     III.12      Brokers  or  Finders.  Scripps  does  not  have   any
liability   to   any  agent,  broker,  investment  banker,   financial
advisor  or  other  firm  or  person  for  any  broker's  or  finder's
fee   or   any   other  commission  or  similar  fee   in   connection
with   any   of  the  transactions  contemplated  by  this   Agreement
except   Bear   Stearns,  whose  fees  and  expenses,  as   previously
disclosed   to   Belo   Holdings,  will  be   paid   by   Scripps   in
accordance with Scripps' agreement with such firm.

     III.13      Title   to   Assets.   Except   as   set   forth   in
Section  3.13  of  the  Scripps  Disclosure  Schedule,  to  the   best
of   Scripps'   knowledge,   as  of  the  Acquisition   Closing   Date
the  KENS  Assets  will  be  free and  clear  of  any  liens,  claims,
security    interests,    restrictions    or    encumbrances     that,
individually   or   in  the  aggregate,  are  reasonably   likely   to
have  a  material  adverse  effect  on  the  KENS  Assets,  taken   as
a whole.

<PAGE>

     III.14      Condition   of   Assets.    All   of   the   material
KENS   Assets   are   in   good  operating   condition   and   repair,
ordinary wear and tear excepted.

     III.15      Employees.   With  respect  to   the   KENS   Assets,
neither   Scripps  nor  any  of  its  Subsidiaries  is  now  or   will
be  a  party  to  as  of  the  Acquisition  Closing  Date,  or  is  or
will   be   bound   by,   any  collective  bargaining   agreement   or
other   contract   with   a   labor  union,   nor   is   Scripps   the
subject   of   any  proceeding  or  organizing  activity  seeking   to
compel   it  to  bargain  with  any  labor  union  as  to  wages   and
conditions   of   employment,  nor  is   there   any   strike,   labor
dispute,   slow  down  or  stoppage  involving  Scripps  pending   or,
to   the   knowledge   of  Scripps,  threatened   that,   individually
or   in   the   aggregate,   are   reasonably   likely   to   have   a
material   adverse   effect   on  the  KENS   Assets,   taken   as   a
whole.

     III.16      Insurance.   Set  forth  in  Section  3.16   of   the
Scripps   Disclosure  Schedule  is  a  schedule   of   the   insurance
coverage    (including   policy   limits,   coverage    layers,    and
named   insureds)   maintained  or  to  be  maintained   as   of   the
Acquisition   Closing  Date  by  Scripps  and  its   Subsidiaries   on
the   assets,   properties,   premises,   operations   and   personnel
related to the KENS Assets.

     III.17       FCC    Licenses.    Scripps   has   provided    Belo
Holdings   with   a  complete  list  of  the  FCC  Licenses   included
in    the    KENS    Assets.    Except   as   does   not    materially
jeopardize  the  business  related  to  the  KENS  Assets  or  as  set
forth   in   Section   3.17  of  the  Scripps   Disclosure   Schedule:
(a)   Scripps   is  qualified  to  hold  such  FCC  Licenses   or   to
control   such  FCC  Licenses,  as  the  case  may  be;  (b)  Scripps,
upon   the   Acquisition   Closing   Date,   will   hold   such    FCC
Licenses;   (c)   Scripps   is   not   aware   of   any    facts    or
circumstances   relating  to  Scripps  or   the   KENS   Assets   that
would   prevent   the   FCC's  granting  the  requisite   consent   to
the   FCC   Form   314  Application  for  Consent  to  Assignment   of
License  to  be  filed  by  Belo  Sub  (the  "FCC  Application");  (d)
to   the   knowledge   of   Scripps,  Harte-Hanks   is   in   material
compliance  with  all  FCC  Licenses  held  by  it  and  included   in
the   KENS  Assets;  and  (e)  there  is  not  pending  or,   to   the
knowledge   of   Scripps,   threatened  any   application,   petition,
objection    or    other   pleading   with   the    FCC    or    other
Governmental  Entity  which  challenges  the  validity  of,   or   any
rights  of  the  holder  under,  any  FCC  License  held  or   to   be
held   by   Scripps,  its  Subsidiaries  or,  to  the   knowledge   of
Scripps,   Harte-Hanks  and  related  to  the  KENS   Assets,   except
for    rule    making    or    similar    proceedings    of    general
applicability    to    persons    engaged    in    the    broadcasting
industry   generally.   As  used  herein,  the  term   "FCC   License"
shall   mean  any  permit,  license,  waiver  or  authorization   that
a   person  is  required  by  the  FCC  to  hold  in  connection  with
the operation of its business.

     III.18      KENS   Intangible  Rights.    Except   as   disclosed
in   Section  3.18  of  the  Scripps  Disclosure  Schedule  or   which
would   not  result  in  a  material  adverse  effect  on   the   KENS
Assets,   to   the  best  knowledge  of  Scripps,  (a)   neither   the
execution    and    delivery    of    this    Agreement    nor     the
consummation    by   Scripps   of   the   transactions    contemplated
hereby   nor   compliance  by  Scripps  with  any  of  the  provisions
hereof   will   result   in  the  creation  or   imposition   of   any
encumbrance  upon,  or  give  to  any  other  party  or  parties   any
claim,   interest,   or   right,  including  rights   of   termination
or   cancellation  in  or  with  respect  to,  (i)  any  domestic   or
foreign    patents,    patent    applications,    written    invention
disclosures   to   be   filed  or  awaiting   filing   determinations,
trademark     and     service     mark    applications,     registered
trademarks,    registered   service   marks,   franchises,    patents,
trade    names,   jingles,   slogans,   logotypes,   copyrights,    or
other   intangible  rights  owned,  leased,  or  licensed   that   are
used,   held   for   use,   or  necessary  in  connection   with   the
business   and   operations   of   the   KENS   Assets   (the    "KENS
Intangible     Rights"),    or    (ii)    any    rights,     releases,
clearances    and   licenses   with   respect   to    (A)    programs,
programming     materials,    promotional     materials,     including
interstitial   promotional  materials,  and   elements   of   whatever
form  or  nature,  that  are  used, held  for  use,  or  necessary  in
connection   with   the   business  and   operations   of   the   KENS
Assets,   and   (B)   all   persons   appearing   on   or   performing
services  in  connection  with  the  operation  of  the  KENS   Assets
and    exhibition    and   syndication   of   its   programming    and
promotional   materials,  including,  without   limitation,   in   the
case   of   either   clause  (A)  or  (B),  all  literary,   artistic,
trademark,     copyright,     music    performing,     master     use,
synchronization    and    other    similar    intellectual    property
rights    and   all   publicity,   privacy   and   publishing   rights
whether   such   programs,   materials,   elements,   appearances   or
performances   are   live  or  recorded  on   film,   tape,   or   any
other   medium  or  broadcast  on  television  or  exhibited  on   any
other   medium,   and   whether  completed  or  in   production,   and
all   related   common  law  and  statutory  KENS  Intangible   Rights
(the   "KENS  Program  Rights");  (b)  other  than  in  the   ordinary
course   of   business,   neither   Harte-Hanks,   Scripps

<PAGE>

nor any shareholder or director or officer or employee or agent   of
either   has   done   anything,  by  contract  or   otherwise,   which
could  reasonably  be  expected  to  impair  the  rights  of  KENS  in
the   KENS   Intangible   Rights  and   KENS   Program   Rights;   (c)
Harte-Hanks  or  its  Subsidiaries,  as  the  case  may  be,  are  the
owners    of   the   KENS   Intangible   Rights   and   KENS   Program
Rights,   and   the   KENS   Intangible  Rights   and   KENS   Program
Rights   are   in   full  force  and  effect  and   not   subject   to
cancellation   for   any  reason;  (d)  there  are  no   registrations
for  the  KENS  Intangible  Rights  or  KENS  Program  Rights  in  any
country   outside   the  United  States;  (e)  none   of   Harte-Hanks
or   Scripps  has  done  or  will  do  prior  to  the  First   Closing
Date  (or  will  cause  or  permit to  be  done  prior  to  the  First
Closing   Date)   anything   or  authorize   other   parties   to   do
anything   in   conflict   with   Harte-Hanks's   ownership   of   the
KENS   Intangible  Rights  or  KENS  Program  Rights;  and  (f)   none
of   Harte-Hanks  or  Scripps  or  their  Subsidiaries  is   a   party
to  or  bound  under  any  and  there  is  no  pending,  proposed,  or
threatened     certificate,    claim,    mortgage,    lien,     lease,
agreement,   contract,   instrument,  order,  judgment,   or   decree,
or    any   similar   restriction,   which   adversely   affects,   or
reasonably   could   be  expected  to  adversely  affect,   the   KENS
Intangible   Rights  and  KENS  Program  Rights  or  the   rights   of
Belo   Sub  with  respect  to  the  KENS  Intangible  Rights  or  KENS
Program     Rights     following    the    consummation     of     the
transactions contemplated by this Agreement.

     III.19      KENS   Trade  Secrets.   Except  as  set   forth   in
Section  3.19  of  the  Scripps  Disclosure  Schedule,  to  the   best
knowledge   of   Scripps,  Harte-Hanks  and   its   Subsidiaries   own
or  have  the  right  to  use,  and  as  of  the  First  Closing  Date
Scripps   and  its  Subsidiaries  will  own  or  have  the  right   to
use,    worldwide,   all   trade   secrets,   inventions,    know-how,
formulae,   processes,   procedures,   research   records,    computer
software   (other   than   any   licensed   third   party   software),
records    of   inventions,   test   information,   market    surveys,
marketing     know-how    and    unregistered    copyrights     ("KENS
Technology")   used   in  connection  with   the   business   of   the
KENS  Assets  as  currently  conducted,  to  the  best  knowledge   of
Scripps,    Harte-Hanks    and    its    Subsidiaries    have     used
commercially    reasonable   measures   to   protect   the    secrecy,
confidentiality   and   value  of  any   KENS   Technology   used   in
connection   with   the   business  of  Harte-Hanks,   to   the   best
knowledge   of   Scripps  no  Technology  used  in   connection   with
the   business  of  the  KENS  Assets  has  been  used,  divulged   or
appropriated  for  the  benefit  of  any  person  other  than   Harte-
Hanks    and    its    Subsidiaries,   except    where    such    use,
divulgence  or  appropriation  would  not  individually  or   in   the
aggregate  have  a  material  adverse  effect  on  the  KENS   Assets.
Except    as   set   forth   in   Section   3.19   of   the    Scripps
Disclosure  Schedule,  to  the  best  knowledge  of  Scripps,  as   of
the   date  hereof,  none  of  Harte-Hanks  or  its  Subsidiaries  has
made    any    pending   claim   in   writing    of    a    violation,
infringement,   misuse  or  misappropriation  by  others   of   rights
of   Harte-Hanks  and  its  Subsidiaries  to  or  in  connection  with
any   KENS  Technology  used  in  connection  with  the  business   of
the KENS Assets.

     III.20      Investigations.    Scripps   is   an   informed   and
sophisticated    participant   in   the   transactions    contemplated
by    this    Agreement    and   has   been   advised    by    persons
experienced   in   the   evaluation  and   purchase   of   enterprises
such   as   those  conducted  by  CPMCO  and  TVFN,  and  along   with
such   persons  has  undertaken  such  investigation,  and  has   been
provided    with    and    has   evaluated    such    documents    and
information,    as    Scripps   and   its   advisors    have    deemed
necessary   to  enable  them  to  make  an  informed  and  intelligent
decision    with    respect   to   the   execution,    delivery    and
performance   of   this   Agreement.    Anything   herein    to    the
contrary   notwithstanding,   Scripps   acknowledges   that    Scripps
is   acquiring   the   TVFN  Interests  without   any   representation
or  warranty,  express  or  implied,  by  the  Belo  Entities  or  any
of   their   affiliates  except  as  expressly   set   forth   herein.
In   furtherance   of   the   foregoing,   and   not   in   limitation
thereof,   Scripps  acknowledges  that  neither  the   Belo   Entities
nor   any   of   their   advisors,  including,   without   limitation,
Furman,    nor    any    of    their    respective    affiliates    or
representatives   have   made   any   representation    or    warranty
(express   or   implied)  with  respect  to,  and   Scripps   is   not
relying    upon,   (a)   the   information   set    forth    in    the
Confidential   Memorandum  provided  to  Scripps   relating   to   the
TVFN    Interests,   (b)   any   other   information    provided    to
Scripps    pursuant   to   the   Scripps   Confidentiality   Agreement
(as   defined   herein),   or   (c)  any   financial   projection   or
forecast   delivered  to  Scripps  with  respect  to   the   revenues,
profitability,   cash   flow,   capital   expenditures,    or    other
financial   or   operating   aspects   that   may   arise   from   the
operation  of  CPMCO  or  TVFN  either  before  or  after  the  Second
Closing   Date.    With   respect  to  any  projection   or   forecast
delivered   by  or  on  behalf  of  the  Belo  Entities  to   Scripps,
Scripps    acknowledges    that   (i)    there    are    uncertainties
inherent    in    attempting   to   make    such    projections    and
forecasts,   (ii)   Scripps  is  familiar  with  such   uncertainties,
(iii)   Scripps   is  taking  full  responsibility  for   making   its
own   evaluation   of   the  adequacy  and  accuracy   of   all   such
projections   and   forecasts   furnished   to   Scripps   and    (iv)
Scripps   will   not   have a 

<PAGE>

claim against any of the Belo Entities, or any of their advisors including,
without limitation, Furman, or any of their   respective   affiliates
with    respect   to   such   projections   or   forecasts   or   with
respect to any related matter.

                         ARTICLE IV

  Covenants of the Belo Entities Pending the First Closing

     The   Belo  Entities  covenant  and  agree  that  from  the  date
hereof until the First Closing:

     IV.1   Covenants  with  Respect  to  CPMCO  and   TVFN.    During
the   period   from  the  date  of  this  Agreement   and   continuing
until   the  First  Closing  Date,  the  Belo  Entities  agree   that,
except   (i)   as   contemplated  or  permitted  by  this   Agreement,
(ii)   as   set   forth  in  Section  4.1  of  the   Belo   Disclosure
Schedule,    or    (iii)   to   the   extent   that   Scripps    shall
otherwise   consent   in   writing  (which   consent   will   not   be
unreasonably withheld or delayed):

             (a)   Ordinary   Course.   The   Belo   Entities,   CPMCO
and   TVFN  shall  carry  on  the  business  of  CPMCO  and  TVFN   in
the   usual,  regular  and  ordinary  course  consistent   with   past
practice   and   use  all  reasonable  efforts  to   preserve   intact
the     present     business     organization,     keep     available,
consistent   with  past  practice,  the  services   of   the   present
officers   and   employees   and  preserve  the   relationships   with
customers,    suppliers   and   others   having   business    dealings
with   CPMCO  and  TVFN,  it  being  understood,  however,  that   the
failure   of  any  TVFN  Employees  to  remain  employees   of   CPMCO
or   TVFN  or  become  employees  of  Scripps  or  any  Subsidiary  of
Scripps shall not constitute a breach of this covenant.

          (b)    Changes   in   Partnership   Interests.    The   Belo
Entities  will  not  permit  CPMCO  or  TVFN  to  split  (including  a
reverse    split),    combine    or   reclassify    any    partnership
interests   therein   or   issue   or   authorize   or   propose   the
issuance  of  any  other  securities  in  respect  of,  in   lieu   of
or in substitution for such partnership interests.

          (c)    Issuance   of   Partnership  Interests.    The   Belo
Entities  will  not  permit  CPMCO  or  TVFN  to  issue,  transfer  or
sell,   or   authorize   or  propose  or  agree   to   the   issuance,
transfer   or  sale  of,  any  partnership  interests  in   CPMCO   or
TVFN,   or,   any   other   equity   interests   or   any   securities
convertible     into,    or    any    rights,     warrants,     calls,
subscriptions,    options    or   other    rights    or    agreements,
commitments    or    understandings    to    acquire,     any     such
partnership     interests,    equity    interests    or    convertible
securities,   except  for  issuances  of  partnership   interests   to
Belo   Holdings  or  its  Subsidiaries  pursuant  to  the   terms   of
the   Partnership   Agreements  (which  interests,   if   any,   shall
be included in the TVFN Interests sold hereunder).

          (d)    Governing   Documents.   The   Belo   Entities   will
not   permit  CPMCO  or  TVFN  to  amend  the  Partnership  Agreements
in   a   manner   adverse   to   Scripps  or  otherwise   inconsistent
with the transactions contemplated hereby.

          (e)     Indebtedness.    The   Belo   Entities   will    not
permit   CPMCO  or  TVFN  to  incur  any  indebtedness  or   guarantee
any   such   indebtedness  or  issue  or  sell  any  debt   securities
or   warrants   or   rights  to  acquire  any   debt   securities   of
CPMCO   or   TVFN  or  guarantee  any  such  obligations   of   others
other   than   in   the   ordinary  course  of   business   consistent
with   past   practice,  except  for  (i)  indebtedness  incurred   to
Belo   Holdings   or   its   Subsidiaries,  with   Scripps'   consent,
(ii)   indebtedness  that  would  be  included  in   the   calculation
of   TVFN's  net  working  capital  pursuant  to  Section   1.8,   and
(iii)    indebtedness    associated   with    the    acquisition    of
programming as permitted hereunder.

<PAGE>

          
              (f)      Changes     to    Benefit    Plans.      Except
as   would  not  materially  increase  the  costs  of  CPMCO  or  TVFN
and   except   for   changes  required  to  comply   with   applicable
law,   the   Belo  Entities  shall  not  permit  CPMCO  or  TVFN   to,
(i)   enter  into,  adopt,  amend  (except  as  may  be  required   by
law   and   except  for  immaterial  amendments)  or   terminate   any
TVFN   Benefit   Plan   or   any  agreement,  arrangement,   plan   or
policy   between  the  Belo  Entities,  CPMCO  or  TVFN  and  one   or
more   of  their  directors,  officers  or  TVFN  Employees  or   (ii)
except   for   normal   increases   in   the   ordinary   course    of
business   consistent  with  past  practice   and   the   payment   of
bonuses   and   other   consideration  to  TVFN   Employees   in   the
aggregate   not   to   exceed  the  amount  set   forth   in   Section
4.1(f)  to  the  Belo  Disclosure  Schedule  and  which,  if  paid  or
committed  to  be  paid  by  CPMCO  or  TVFN  on  or  prior   to   the
First   Closing  Date,  shall  be  included  as  a  current  liability
on   the   TVFN  Closing  Balance  Sheet,  increase  in   any   manner
the   compensation  or  fringe  benefits  of  any  director,   officer
or  TVFN  Employee  or  pay  any  benefit  to  any  director,  officer
or   TVFN  Employee  not  required  by  any  plan  or  arrangement  as
in  effect  as  of  the  date  hereof  or  enter  into  any  contract,
agreement,   commitment   or   arrangement   to   do   any   of    the
foregoing;   provided   that   the  foregoing   shall   not   prohibit
CPMCO   or  TVFN  from  hiring  and  paying  new  employees   in   the
ordinary course of business consistent with past practice.

          (g)     Filings.    The   Belo   Entities   shall   promptly
provide   Scripps   (or   its   counsel)   copies   of   all   filings
(other   than   those   portions  of  filings  under   the   HSR   Act
which   Scripps   has   no  reasonable  interest   in   obtaining   in
connection   with   the  acquisition  of  the  TVFN  Interests)   made
by   the   Belo   Entities  with  any  Federal,   state   or   foreign
Governmental   Entity   in   connection  with   this   Agreement   and
the transactions contemplated hereby.

          (h)    Accounting   Policies  and  Procedures.    The   Belo
Entities   will   not  permit  CPMCO  or  TVFN  to   change   any   of
their   accounting   principles,  policies   or   procedures,   except
as    may    be    required    by   generally   accepted    accounting
principles.

          (i)    Sale   of  Assets.   The  Belo  Entities   will   not
permit   CPMCO   or   TVFN   to  sell,  lease,   exchange,   mortgage,
pledge,   transfer  or  otherwise  dispose  of,  or  agree  to   sell,
lease,    exchange,   mortgage,   pledge,   transfer   or    otherwise
dispose   of,  any  of  their  assets,  except  for  dispositions   of
inventories   and  equipment  in  the  ordinary  course  of   business
and consistent with past practice.

          (j)    Capital   Expenditures.   The  Belo   Entities   will
not    cause   or   permit   CPMCO   or   TVFN   or   any   of   their
Subsidiaries   to   authorize   any  capital   expenditures   or   the
purchase   of  any  fixed  assets  other  than  (i)  expenditures   or
purchases  which  are  included  in  the  capital  budget   of   CPMCO
or  TVFN,  as  the  case  may  be,  previously  delivered  to  Scripps
or,  (ii)  if  not  included  in  such  capital  budget,  those  which
do not exceed $10,000 individually or in the aggregate.

          (k)     Programming   Expenditures.    The   Belo   Entities
shall   not   cause  or  permit  CPMCO,  TVFN  or  their  Subsidiaries
to   incur   obligations  related  to  the  purchase   of   television
or   motion  picture  productions  or  programming,  other  than   (i)
purchases   which   are   included  in  the  programming   budget   of
TVFN   previously   delivered  by  the  Belo   Entities   to   Scripps
or,   (ii)   if  not  included  in  such  programming  budget,   those
which do not exceed $10,000 individually.

          (l)    Programming   Rights.   The   Belo   Entities   shall
not  cause  or  permit  CPMCO,  TVFN  or  any  of  their  Subsidiaries
to   enter   into   any   agreement  with  any   person   other   than
Scripps   or   its  Subsidiaries  granting  such  other   person   the
right  to  program  any  block  of time  on  the  Network  other  than
arrangements   which  are  terminable  by  TVFN  on  not   more   than
30   days   notice   without   any  payment   with   respect   thereto
other than reimbursement of any advance payments.

          (m)      TVFN    Affiliation    Agreements.     The     Belo
Entities   shall  not  cause  or  permit  CPMCO,  TVFN   or   any   of
their  Subsidiaries  to  cancel,  revoke  or  fail  to  renew  any  of
the   TVFN  Affiliation  Agreements  or  take  any  action  with   the
intent   and  knowledge  that  such  action  would  cause  a  material
breach or violation of any TVFN Affiliation Agreement.

<PAGE>

     IV.2   Covenants  of  the  Belo  Entities.   During  the   period
from   the  date  of  this  Agreement  and  continuing  to  the  First
Closing   Date,  the  Belo  Entities  agree  that  the  Belo  Entities
will   not   and  will  not  permit  CPMCO  or  TVFN   to   take   any
action   that  would  or  is  reasonably  likely  to  result  in   any
of   the  conditions  to  the  First  Closing  set  forth  in  Article
VII   not  being  satisfied  or  that  would  materially  impair   the
ability   of   the  Belo  Entities  to  consummate  the   transactions
contemplated   herein  in  accordance  with  the   terms   hereof   or
would    materially   delay   such   consummation,   and   the    Belo
Entities   shall  promptly  advise  Scripps  orally  and  in   writing
of  any  change  in,  or  event  with  respect  to,  the  business  or
operations   of   the  Belo  Entities,  CPMCO  or  TVFN   having,   or
which   insofar  as  can  reasonably  be  foreseen,  could   have,   a
material   adverse  effect  on  the  ability  of  the  Belo   Entities
to consummate the transactions contemplated hereby.

                         ARTICLE V

         Covenants of Scripps Pending the Closings

     Scripps   covenants  and  agrees  that  from  the   date   hereof
until the completion of the Second Closing Date:

     V.1    Covenants  with  Respect  to  the  KENS  Assets.    During
the   period   from  the  date  of  this  Agreement   and   continuing
until   the  Closing  Dates,  Scripps  agrees  that,  except  (i)   as
contemplated    or    permitted   by    this    Agreement    or    the
Acquisition   Agreement,  (ii)  as  set  forth  in  Section   5.1   of
the   Scripps   Disclosure  Schedule,  (iii)  to   the   extent   that
the   Belo   Entities  shall  otherwise  consent  in  writing   (which
consent   will   not  be  unreasonably  withheld   or   delayed),   or
(iv)   as   set  forth  in  the  Local  Marketing  Agreement   to   be
entered into between the parties hereto (the "LMA"):

          (a)    Ordinary   Course.   Subject  to  the  LMA,   Scripps
shall   cause  the  business  related  to  the  KENS  Assets   to   be
conducted    in    the    usual,   regular   and    ordinary    course
consistent   with  past  practice  and  use  all  reasonable   efforts
to   preserve   intact   the  present  business   organization,   keep
available,   consistent   with  past   practice,   the   services   of
the    present    officers   and   employees    and    preserve    the
relationships   with   customers,   suppliers   and   others    having
business   dealings   related   to   the   KENS   Assets,   it   being
understood,   however,  that  the  failure  of  any   KENS   Employees
to   remain  employees  of  Scripps  or  become  employees   of   Belo
Holdings   or   any   Subsidiary   of   Belo   Holdings   shall    not
constitute a breach of this covenant.

          (b)      Indebtedness.     From    the    date    of    this
Agreement   until   the  First  Closing  Date,   Scripps   shall   use
its   commercially   reasonable   best   efforts   to   cause   Harte-
Hanks   to   not  encumber  the  KENS  Assets  with  any  indebtedness
for   borrowed  money  or  other  liens  or  encumbrances.   From  the
First   Closing   Date   until  the  Second  Closing   Date,   Scripps
shall  not  encumber  the  KENS  Assets  with  any  indebtedness   for
borrowed money or other liens or encumbrances.

             (c)   Changes  to  Benefit  Plans.   From  the  date   of
this   Agreement  until  the  First  Closing  Date,  except  as  would
not  materially  increase  the  costs  of  the  business  related   to
the   KENS   Assets  and  except  for  changes  required   to   comply
with    applicable   law,   Scripps   shall   use   its   commercially
reasonable   best   efforts   to  cause   Harte-Hanks   to   not   (i)
enter   into,  adopt,  amend  (except  as  may  be  required  by   law
and   except  for  immaterial  amendments)  or  terminate  any  Harte-
Hanks   Benefit  Plan  or  any  other  agreement,  arrangement,   plan
or   policy  for  directors,  officers  or  KENS  Employees  or   (ii)
except   for   normal   increases   in   the   ordinary   course    of
business   consistent  with  past  practice   and   the   payment   of
bonuses   and   other   consideration  to  KENS   Employees   in   the
aggregate  not  to  exceed  the  amount  set  forth  in  Schedule  5.1
to   the  Acquisition  Agreement  and  which,  if  paid  or  committed
to  be  paid  on  or  prior  to  the  First  Closing  Date,  shall  be
included   as  a  current  liability  on  the  KENS  Closing   Balance
Sheet,   increase   in   any   manner  the  compensation   or   fringe
benefits   of   any  director,  officer  or  KENS  Employee   or   pay
any   benefit   to  any  director,  officer  or  KENS   Employee   not
required  by  any  plan  or  arrangement  as  in  effect  as  of   the
date    hereof    or    enter    into   any    contract,    agreement,
commitment    or   arrangement   to   do   any   of   the   foregoing;
provided   that   the   foregoing  shall  not  prohibit   Scripps   or
Harte-Hanks   or   any   of   their   

<PAGE>

respective   Subsidiaries   from hiring   and   paying  new  employees  
in  the  ordinary   course   of business consistent with past practice.

          (d)    Filings.    Scripps  shall  promptly   provide   Belo
Holdings   (or  its  counsel)  copies  of  all  filings  (other   than
those   portions   of   filings  under  the   HSR   Act   which   Belo
Holdings    has    no    reasonable   interest   in    obtaining    in
connection  with  the  acquisition  of  the  KENS  Assets)   made   by
Scripps    with   any   Federal,   state   or   foreign   Governmental
Entity    in    connection    with    this    Agreement    and     the
transactions contemplated hereby.

          (e)    Accounting   Policies  and  Procedures.    From   the
date   of  this  Agreement  until  the  First  Closing  Date,  Scripps
will   use   its  commercially  reasonable  best  efforts   to   cause
Harte-Hanks   to   not,  and  from  the  First  Closing   Date   until
the   Second   Closing   Date,  Scripps  will   not   and   will   not
permit   any   of   its   Subsidiaries   to,   change   any   of   its
accounting   principles,  policies  or  procedures  as   they   relate
to   the   KENS  Assets,  except  as  may  be  required  by  generally
accepted accounting principles.

          (f)     Sale   of   Assets.    From   the   date   of   this
Agreement  until  the  First  Closing  Date,  Scripps  will  use   its
commercially   reasonable  best  efforts  to  cause   Harte-Hanks   to
not,   and   from   the   First  Closing   Date   until   the   Second
Closing  Date,  Scripps  shall  not  and  shall  not  permit  any   of
its    Subsidiaries    to,    sell,   lease,    exchange,    mortgage,
pledge,   transfer  or  otherwise  dispose  of,  or  agree  to   sell,
lease,    exchange,   mortgage,   pledge,   transfer   or    otherwise
dispose   of,   any  of  the  KENS  Assets,  except  for  dispositions
of   inventories   and   equipment   in   the   ordinary   course   of
business and consistent with past practice.

             (g)   Capital  Expenditures.   From  the  date  of   this
Agreement  until  the  First  Closing  Date,  Scripps  will  use   its
commercially   reasonable  best  efforts  to  cause   Harte-Hanks   to
not,   and   from   the   First  Closing   Date   until   the   Second
Closing  Date,  Scripps  shall  not  and  shall  not  permit  any   of
its   Subsidiaries  to,  cause  or  permit  the  KENS  Entity  or  any
of   its  Subsidiaries  to  authorize  any  capital  expenditures   or
the   purchase  of  any  fixed  assets  other  than  (i)  expenditures
or    purchases   which   are   included   in   the   capital   budget
related   to   the   KENS   Assets  previously   delivered   to   Belo
Holdings   or,   (ii)  if  not  included  in  such   capital   budget,
those   which   do  not  exceed  $10,000  individually   or   in   the
aggregate.

          (h)    Programming   Expenditures.    From   the   date   of
this   Agreement   until  the  First  Closing  Date,   Scripps   shall
use   its  commercially  reasonable  best  efforts  to  cause   Harte-
Hanks   to   not,   and  from  the  First  Closing  Date   until   the
Second   Closing  Date,  Scripps  shall  not  and  shall  not   permit
any   of  its  Subsidiaries  to,  cause  or  permit  the  KENS  Entity
or   its   Subsidiaries   to,  incur  obligations   related   to   the
purchase   of   television   or   motion   picture   productions    or
programming   other  than  (i)  purchases  which   are   included   in
the   programming  budget  related  to  the  KENS  Assets   previously
delivered  to  Belo  Holdings  or,  (ii)  if  not  included  in   such
programming    budget,   those   which   do   not    exceed    $10,000
individually.

          (i)    Programming   Rights.   From   the   date   of   this
Agreement   until   the  First  Closing  Date,   Scripps   shall   use
its   commercially   reasonable   best   efforts   to   cause   Harte-
Hanks   to   not,   and  from  the  First  Closing  Date   until   the
Second   Closing  Date,  Scripps  shall  not  and  shall  not   permit
any   of  its  Subsidiaries  to,  cause  or  permit  the  KENS  Entity
or  any  of  its  Subsidiaries  to,  enter  into  any  agreement  with
any   person   other  than  Belo  Holdings  or  Scripps'  Subsidiaries
granting  such  other  person  the  right  to  program  any  block  of
time   on   KENS-TV   or  KENS(AM),  other  than  arrangements   which
are   terminable  by  Harte-Hanks,  Scripps,  or  the   KENS   Entity,
as  the  case  may  be,  on  not  more than  30  days  notice  without
any   payment  with  respect  thereto  other  than  reimbursement   of
any advance payments.

          (j)    KENS   Affiliation  Agreement.      From   the   date
of   this  Agreement  until  the  First  Closing  Date,  Scripps  will
use   its  commercially  reasonable  best  efforts  to  cause   Harte-
Hanks   to   not,   and  from  the  First  Closing  Date   until   the
Second   Closing  Date,  Scripps  shall  not  and  shall  not   permit
any   of  its  Subsidiaries  to,  cause  or  permit  the  KENS  Entity
or   any   of  Scripps'  Subsidiaries  to,  cancel,  revoke  or   fail
to   renew   the  KENS  Affiliation  Agreement  or  take  any   action
with  the  intent  and  knowledge  that  such  action  would  cause  a
material breach or violation of such affiliation agreement.

<PAGE>

     V.2  Covenants of Scripps.

          (a)    During   the   period   from   the   date   of   this
Agreement   and  continuing  to  the  Second  Closing  Date,   Scripps
agrees  that  Scripps  will  not  and  will  not  permit  any  of  its
Subsidiaries   to  take  any  action  that  would  or  is   reasonably
likely   to   result  in  any  of  the  conditions  to  the   Closings
set   forth  in  Article  VIII  not  being  satisfied  or  that  would
materially   impair   the  ability  of  Scripps  to   consummate   the
transactions    contemplated   herein   in   accordance    with    the
terms   hereof   or   would   materially  delay   such   consummation,
and   Scripps   shall  promptly  advise  Belo  Holdings   orally   and
in   writing  of  any  change  in,  or  event  with  respect  to,  the
business   or   operations  of  Scripps  having,  or   which   insofar
as    can   reasonably   be   foreseen,   could   have,   a   material
adverse   effect   on  the  ability  of  Scripps  to  consummate   the
transactions contemplated hereby.

             (b)   During   the   period  from  the   date   of   this
Agreement   and   continuing  to  the  First  Closing  Date,   Scripps
shall   use   its   reasonable  best  efforts  to  cause   Harte-Hanks
to   comply   in   all  material  respects  with  the   covenants   of
Harte-Hanks  set  forth  in  Sections  5.1,  5.2  and  Article  VI  of
the   Acquisition  Agreement.   Scripps  shall  not  amend  or   waive
any    provision   in   the   Acquisition   Agreement   without    the
written  consent  of  the  Belo  Entities  (such  consent  not  to  be
unreasonably   withheld)   if  such  amendment   or   waiver   affects
the   KENS   Assets   or   affects   the   ability   of   Scripps   to
consummate   the   transactions  contemplated   by   the   Acquisition
Agreement or this Agreement.

          (c)    During   the   period   from   the   date   of   this
Agreement   and  continuing  to  the  Second  Closing  Date,   Scripps
shall    use    its   reasonable   best   efforts   to   secure    the
cooperation   of   Harte-Hanks  for  the   purpose   of   consummating
the    transactions    contemplated   herein,    including,    without
limitation,   the   reasonable   cooperation   of   Harte-Hanks   with
respect to any matters related to the FCC Application.

                         ARTICLE VI

                   Additional Agreements

     VI.1   Reasonable   Efforts.    Subject   to   the   terms    and
conditions   of   this   Agreement,  each  of   the   parties   hereto
agrees  to  use  all  reasonable efforts  to  take,  or  cause  to  be
taken,   all   actions,  and  to  do,  or  cause  to  be   done,   all
things   necessary,   proper  or  advisable  under   applicable   laws
and    regulations    to   consummate   and   make    effective    the
transactions    contemplated    by    this    Agreement     including,
without   limitation,   (a)   the  prompt  preparation,   filing   and
prosecution  of  all  necessary  documents  under  the  HSR  Act   and
the    FCC   Act,   including,   but   not   limited   to,   the   FCC
Application   and  accompanying  request  for  waiver   of   the   FCC
one-to-a-market   rule,   and   (b)   such   actions   as    may    be
required  to  have  the  applicable  waiting  period  under  the   HSR
Act    expire    or    terminate   as   promptly    as    practicable,
including    by   consulting   with   each   other    as    to,    and
responding    promptly    to   any   comments    or    requests    for
information   with  respect  thereto.   Each  party   shall   promptly
consult   with  the  other  and  provide  any  necessary   information
with   respect   to  all  filings  made  by  such   party   with   any
Governmental   Entity   in   connection  with   this   Agreement   and
the transactions contemplated hereby.


<PAGE>

     VI.2 Access to Information.

             (a)    Upon   reasonable  notice,   the   Belo   Entities
shall  (and  shall  cause  each  of  CPMCO  and  TVFN  to)  afford  to
the    officers,   employees,   accountants,   counsel    and    other
representatives   of   Scripps,   access,   during   normal   business
hours  during  the  period  prior  to  the  First  Closing  Date,   to
all   of   the   properties,   books,   contracts,   commitments   and
records   relating  to  CPMCO  and  TVFN,  and,  during  such  period,
the   Belo  Entities  shall  (and  shall  cause  CPMCO  and  TVFN  to)
furnish   promptly   to  Scripps  all  other  information   concerning
the   business,  properties  and  personnel  of  CPMCO  and  TVFN   as
Scripps   may   reasonably   request.    After   the   First   Closing
Date,   upon  reasonable  notice,  Scripps  shall  cause   CPMCO   and
TVFN    to   afford   to   the   officers,   employees,   accountants,
counsel    and   other   representatives   of   the   Belo    Entities
access,   during  normal  business  hours,  to  CPMCO's   and   TVFN's
books   and   records   which   the  Belo  Entities   may   reasonably
request   in   order   to   complete  tax   filings   or   for   other
legitimate   business   purposes.   Unless   otherwise   required   by
law,   the   parties   will  hold  any  information   made   available
pursuant   to   this   Section   6.2(a)   which   is   nonpublic    in
confidence   in   accordance   with  the  confidentiality   agreement,
dated     June     18,     1997    (the    "Scripps    Confidentiality
Agreement"), between A. H. Belo Corporation and Scripps.

          (b)    Upon  reasonable  notice,  Scripps  shall   use   its
reasonable  best  efforts  to  cause  Harte-Hanks  to  prior  to   the
First   Closing  Date,  and  Scripps  shall  (and  shall  cause   each
of   its   Subsidiaries   to),  subsequent  to   the   First   Closing
Date   and   prior  to  the  Second  Closing  Date,  afford   to   the
officers,     employees,    accountants,     counsel     and     other
representatives   of   the  Belo  Entities   access,   during   normal
business   hours,   to  all  of  the  properties,  books,   contracts,
commitments   and   records  relating  to  the   KENS   Assets,   and,
Scripps  shall  use  its  reasonable  best  efforts  to  cause  Harte-
Hanks   to  prior  to  the  First  Closing  Date,  and  Scripps  shall
(and  shall  cause  each  of  its  Subsidiaries  to),  subsequent   to
the  First  Closing  Date  and  prior  to  the  Second  Closing  Date,
furnish   promptly   to  the  Belo  Entities  all  other   information
concerning   the   business,   properties   and   personnel   of   the
KENS   Assets   as   the   Belo  Entities  may   reasonably   request.
After   the   Second  Closing  Date,  upon  reasonable   notice,   the
Belo     Entities    shall    afford    the    officers,    employees,
accountants,   counsel   and   other   representatives   of    Scripps
and   Harte-Hanks  access,  during  normal  business  hours,  to   the
Belo   Entities'  books  and  records  related  to  the  KENS   Assets
which   Scripps   and   Harte-Hanks   may   reasonably   request    in
order    to   complete   tax   filings   or   for   other   legitimate
business   purposes.    Unless  otherwise   required   by   law,   the
parties   will  hold  any  information  made  available  pursuant   to
this   Section   6.2(b)   which   is  nonpublic   in   confidence   in
accordance   with   the   confidentiality   agreement   dated    March
11,   1997,   entered   into  by  Scripps  with  Harte-Hanks   related
to    the    KENS    Assets    (the    "Harte-Hanks    Confidentiality
Agreement"   and,   with   the   Scripps  Confidentiality   Agreement,
the "Confidentiality Agreements").

     VI.3   Legal   Conditions  to  Purchase.   Each   of   the   Belo
Entities   and   Scripps   will   use  all   reasonable   efforts   to
comply   promptly   with   all  legal  requirements   which   may   be
imposed  on  it  or  its  respective  Subsidiaries  with  respect   to
the    transactions   contemplated   herein   (which   actions   shall
include,    without    limitation,    furnishing    all    information
required   under   the   HSR  Act  and   the   FCC   Act)   and   will
promptly   cooperate   with   and   furnish   information   to    each
other   in   connection  with  any  such  requirements  imposed   upon
any   of   them   or   any   of  their  respective   Subsidiaries   in
connection     with    the    transactions    contemplated     herein.
Subject   to   the   terms  and  conditions  hereof,   each   of   the
parties    hereto    will,    and   will    cause    its    respective
Subsidiaries   to,   promptly   use   all   reasonable   efforts    to
obtain   (and   will  consult  and  cooperate  with  each   other   in
obtaining)   any  consent,  authorization,  order  or   approval   of,
or   any  exemption  by,  any  Governmental  Entity  or  other  public
or   private  third  party,  required  to  be  obtained  or  made   by
such   party   in   connection  with  the  transactions   contemplated
herein   or   the   taking   of  any  action  contemplated   by   this
Agreement.

     VI.4   Use   of  Names.   Following  the  Second  Closing   Date,
Belo  Sub  or  its  affiliates  shall  have  the  sole  and  exclusive
ownership  of  and  right  to  use,  as  between  Belo  Sub   or   its
affiliates   on  the  one  hand,  and  Scripps  on  the  other   hand,
each    of   the   names,   trademarks,   trade   names   and    other
proprietary   rights  set  forth  in  Section  6.4  of   the   Scripps
Disclosure     Schedule     (the    "Acquired     Proprietary     Name
Rights").     The   Acquired   Proprietary   Name   Rights    include,
without limitation, the name "KENS" and derivatives thereof.


<PAGE>

     VI.5   Intercompany   Balances.   All   amounts   owing   between
CPMCO  and  TVFN,  on  the  one  hand,  and  Belo  Holdings  and   its
other   Subsidiaries,   on  the  other  hand,   other   than   amounts
arising   in  the  ordinary  course  of  business  for  the   purchase
of   goods   or   services  in  commercial  transactions,   shall   be
paid  in  full  or  eliminated  at  or  prior  to  the  First  Closing
Date.

     VI.6 KENS Employee Matters; Harte-Hanks Stock Plans.

          (a)     Belo    Sub   shall   assume   and   retain,    with
respect    to   the   KENS   Employees,   any   and   all    severance
obligations  that  arise  due  to  (i)  the  purchase  of   the   KENS
Assets   by   the   Belo   Entities  or   Scripps   being   deemed   a
"Change   of  Control"  under  the  severance  agreements   for   KENS
Employees   specified  in  Section  6.6  of  the  Scripps   Disclosure
Schedule,   (ii)  events  or  actions  occurring  as   a   result   of
the    transactions   consummated   on   the   First   Closing   Date,
subject   to  the  provisions  of  Section  10.2  below,   and   (iii)
events or actions occurring after the First Closing Date.

          (b)    Scripps  and  the  Belo  Entities   agree  that   the
Belo   Entities  will,  immediately  after  the  First  Closing   Date
and   for   at   least   one   year  thereafter,   permit   the   KENS
Employees  (other  than  those  set  forth  on  Section  6.6  of   the
Scripps   Disclosure  Schedule,  to  which  this  section  (b)   shall
only  apply  immediately  after  the  Second  Closing  Date)  (i)   to
participate   in  a  group  health  plan  of  the  Belo  Entities   in
which    similarly   situated   employees   of   the   Belo   Entities
participate,   in  accordance  with  the  terms  of  the   plan,   and
to   waive  any  pre-existing  condition  clause  or  waiting   period
requirement  in  such  group  health  plan  and  to  give  credit  for
deductible   amounts   paid   by   a   KENS   Employee   during    the
current   deductible   year   of  such   group   health   plan   while
employed   by   Harte-Hanks;  provided,   however,   that   the   Belo
Entities    will   be   in   compliance   with   this    clause    (i)
regarding   KENS   Employees  employed  by  the   Belo   Entities   if
they   assume   the   current  group  health   contracts   of   Harte-
Hanks  relating  to  the  KENS  Employees;  (ii)  to  participate   in
and   receive   credit,   for   vesting  and   eligibility   purposes,
under  tax  qualified  retirement  plans  of  the  Belo  Entities   in
which    similarly   situated   employees   of   the   Belo   Entities
participate,   for   which   they   are   otherwise   eligible,    for
their   service   with   Harte-Hanks  to  the  extent   permitted   by
applicable      tax-qualification     requirements;      (iii)      to
participate   in   other   benefit  plans   of   the   Belo   Entities
which   are  offered  to  similarly  situated  employees;   and   (iv)
to   participate   in  stock  option  programs  and   stock   purchase
programs   of  the  Belo  Entities  which  are  offered  to  similarly
situated employees.

          (c)    Effective   as  of  the  First  Closing   Date,   the
KENS   Employees  shall  cease  to  be  eligible  to  participate   in
the    Harte-Hanks   Benefit   Plans,   shall   no    longer    accrue
benefits   under  the  Harte-Hanks  Benefit  Plans,  and   shall   not
be   eligible   under  the  Harte-Hanks  Benefit  Plans  for   payment
of   claims  incurred  thereafter,  except  to  the  extent  the  Belo
Entities   have   assumed   and   continued   any   such   Harte-Hanks
Benefit Plan with the consent of Scripps.

              (d)   Notwithstanding   any   contrary   provisions   of
this   Agreement,  (i)  Harte-Hanks  shall  remain  liable   for   any
and   all  obligations  arising  under  or  relating  to  the   Harte-
Hanks   Benefit  Plans  (except  as  otherwise  provided  in   Section
6.6   of   the   Scripps   Disclosure   Schedule),   and   (ii)   with
respect   to  KENS  Employees  who  as  of  the  First  Closing   Date
are   former  employees  of  KENS  or  are  not  actively   at   work,
the   Belo   Entities  shall  assume  liability,  including,   without
limitation,    liability    for   (i)    any    leave    entitlements,
reemployment   obligations,   reinstatement   rights,    or    related
rights,   under   applicable  law,  including,   without   limitation,
the   Family   and   Medical  Leave  Act  of   1993,   the   Uniformed
Services   Employment   and   Reemployment   Rights   Act   of   1994,
workers'   compensation  laws,  or  similar   laws,   and   (ii)   any
rights,    benefits    or   entitlements   under    the    Harte-Hanks
Benefit    Plans   listed   on   Section   6.6,   including,   without
limitation,   health  care  continuation  pursuant  to   Part   6   of
Title I of ERISA.

          (e)    Each   outstanding  option  (a  "KENS   Option")   to
purchase   shares  of  Harte-Hanks  common  stock  held  by   a   KENS
Employee   under  any  stock  option  plan  of  Harte-Hanks,   whether
vested    or   unvested,   exercisable   or   unexerciseable,    shall
remain    the   responsibility   of   Harte-Hanks,   and   the    Belo
Entities     shall    have    no    obligation    or    responsibility
whatsoever with respect to any KENS Options.

<PAGE>

          (f)    All   of   the  KENS  Employees  will   become   Belo
Employees  as  of  the  First  Closing  Date,  except  as  set   forth
on   Section   6.6   of   the  Scripps  Disclosure   Schedule,   which
such   employees  shall  become  Belo  Employees  as  of  the   Second
Closing   Date;   provided,  however,  nothing   in   this   Agreement
shall   be   construed  to  require  the  Belo  Entities  to  continue
the   employment  of  any  KENS  Employee  for  any  period  of  time,
or,  except  as  required  by  Section  6.6(b)  above,  to  offer  any
particular   type   or   level   of   benefits   to   any    employee.
Nothing   in   this   Agreement  shall  prevent  the   Belo   Entities
from   disciplining  or  terminating  any  KENS   Employee   or   from
amending or terminating any benefit plans at any time.

     VI.7 TVFN Employee Matters.

          (a)    TVFN   shall  retain,  with  respect  to   the   TVFN
Employees,   any  and  all  severance  obligations  that   arise   (i)
under   any   severance   agreements  for  TVFN  Employees   specified
in   Section  6.7  of  the  Belo  Disclosure  Schedule,  (ii)  due  to
events   or   actions  occurring  as  a  result  of  the  transactions
consummated   on   the   First   Closing   Date,   subject   to    the
provisions  of  Section  10.2  below,  and  (iii)  due  to  events  or
actions occurring after the First Closing Date.

          (b)    Effective   as  of  the  First  Closing   Date,   the
TVFN   Employees  shall  not  be  eligible  to  participate   in   any
benefits    plans   sponsored   by   Belo   or   Scripps   or    their
Subsidiaries   other   than   TVFN   ("Belo   or   Scripps    Benefits
Plans"),  shall  not  accrue  benefits  under  any  Belo  or   Scripps
Benefit   Plans,  and  shall  not  be  eligible  under  any  Belo   or
Scripps Benefit Plans for payment of claims.
          
             (c)   All   of  the  TVFN  Employees  will  continue   as
TVFN  Employees  after  the  First  Closing  Date  and  will  have  no
relationship    with    Belo    or    its    affiliates    thereafter.
Nothing  in  this  Agreement  shall  be  construed  to  require   TVFN
to   continue   the   employment  of  any  TVFN   Employee   for   any
period  of  time,  or  to  offer  any  particular  type  or  level  of
benefits   to   any   employee.   Nothing  in  this  Agreement   shall
prevent    TVFN   from   disciplining   or   terminating   any    TVFN
Employee   or   from  amending  or  terminating  any   benefit   plans
at any time.

     VI.8    Fees    and    Expenses.     Whether    or    not     the
transactions   contemplated   herein  are   consummated   and   except
as   otherwise   provided  herein,  all  fees,  costs   and   expenses
incurred    in    connection    with   this    Agreement    and    the
transactions   contemplated  hereby  shall  be  paid  by   the   party
incurring   such  expenses;  provided,  however,  that   Scripps   and
Belo  Holdings  shall  each  pay  one-half  of  (a)  the  filing   fee
required   under  the  HSR  Act  and  (b)  any  filing  fee   required
by the FCC to file the FCC Application.

     VI.9    Transfer    Taxes.    The   Belo   Entities    will    be
responsible  for  and  pay  all  sales  and  use  taxes,  duties,  and
transfer    fees   applicable   to   the   transactions   contemplated
herein  with  respect  to  the  sale  of  the  KENS  Assets.   Scripps
will   be   responsible  for  and  pay  all  sales  and   use   taxes,
duties,    and    transfer    fees    applicable    to    transactions
contemplated   herein  with  respect  to  the   sale   of   the   TVFN
Interests.     The    parties   hereto   agree   to    cooperate    in
connection   with   the   preparation   and   filing   of   any    Tax
Returns    relating   to   the   New   York   State   Real    Property
Transfer   Tax   and  New  York  City  Real  Property  Transfer   Tax,
incurred    in   connection   with   the   transactions   contemplated
hereby.

     VI.10       Employment  Taxes.   Scripps  agrees   to   use   its
commercially   reasonable  best  efforts   to   obtain   the   consent
of   Harte-Hanks  to  the  use  of  the  "Alternative  Procedure"  set
forth  in  Section  5  of  the  Rev.  Proc.  96-60  with  respect   to
issuing   forms  W-2  to  KENS  Employees,  including  the   execution
of   an   agreement  with  Belo  Sub  regarding  the   use   of   such
procedure.

     VI.11       Scripps   Assignment  of   Contracts   and   Permits.
Notwithstanding   any   other   provision   hereof,   in    connection
with   any  Scripps  Contract  identified  on  Section  3.11  of   the
Scripps   Disclosure  Schedule  or  any  permit,   approval,   license
or   authorization   issued   by  a  Governmental   Entity   (each   a
"Governmental   Authorization")  held  or  to  be  held   by   Scripps
which  relates  to  the  KENS  Assets  and  which,  as  a  matter   of
law   or   by   its  terms,  is  (a)  not  assignable,  or   (b)   not
assignable   without   the   prior  approval   or   consent   of   the
issuer    thereof   or   the   other   party   or   parties    thereto
(collectively, "Non-Assignable Rights"), Scripps shall:

<PAGE>

               (i)    apply   for  and  use  all  reasonable   efforts
     to   obtain  all  consents  or  approvals  contemplated  by   the
     Scripps    Contracts    or   Governmental   Authorizations,    in
     form and substance satisfactory to Belo Sub;

               (ii)     cooperate    with    Belo    Sub    in     any
     reasonable   and   lawful  arrangements   designed   to   provide
     the   benefits   and   burdens  of  such  Non-Assignable   Rights
     to   Belo   Sub,   including  holding  any  such   Non-Assignable
     Rights   in   trust  for  Belo  Sub  or  acting  as   agent   for
     Belo Sub;

               (iii)         enforce    any    rights    of    Scripps
     arising    from   such   Non-Assignable   Rights   against    the
     issuer thereof or the other party or parties thereto;

               (iv)   take   all  such  actions  and  do,   or   cause
     to  be  done,  all  such  things  at  the  request  of  Belo  Sub
     as   shall   reasonably  be  necessary  and   proper   in   order
     that   the   value   of  any  Non-Assignable  Rights   shall   be
     preserved   and  shall  inure  to  the  benefit  of   Belo   Sub;
     and

               (v)    pay  over  to  Belo  Sub  all  monies  or  other
     assets   collected  by  or  paid  to  Scripps  or  any   of   its
     Subsidiaries in respect of such Non-Assignable Rights.

     Belo   Sub   shall   reimburse   Scripps   for   all   reasonably
incurred   payments,   costs   and   expenses   made,   incurred    or
suffered   in   performing  Scripps'  obligations  as   requested   by
Belo   Sub   under  this  Section  6.11.  If  Scripps  is  unable   to
lawfully     provide     the    benefit    of     any     Governmental
Authorization   to  Belo  Sub,  it  shall  not,  at  any   time,   use
such   Governmental   Authorization   for   its   own   purposes    or
assign    or    provide    the   benefit    of    such    Governmental
Authorization to any other party.

     VI.12        Belo   Assignment   of   Contracts   and    Permits.
Notwithstanding   any   other   provision   hereof,   in    connection
with   any   Belo  Contract  identified  on  Section   2.12   of   the
Belo   Disclosure   Schedule   or   any   Governmental   Authorization
held  or  to  be  held  by  CPMCO  or TVFN  and  which,  as  a  matter
of   law  or  by  its  terms,  requires  the  consent  of  the  issuer
thereof  or  the  other  party  or  parties  thereto  upon  a   change
of   control   (collectively,   the  "TVFN   Non-Assignable   Rights")
the Belo Entities shall:

               (i)    apply   for  and  use  all  reasonable   efforts
     to   obtain  all  consents  or  approvals  contemplated  by   the
     Belo   Contracts   or   Governmental  Authorizations,   in   form
     and substance satisfactory to Scripps;

               (ii)   cooperate   with  Scripps  in   any   reasonable
     and    lawful    arrangements    designed    to    provide    the
     benefits   and   burdens  of  such  TVFN  Non-Assignable   Rights
     to   TVFN,   including  holding  any  such  TVFN   Non-Assignable
     Rights in trust for TVFN or acting as agent for TVFN;

               (iii)       enforce   any  rights   of   TVFN   arising
     from   such   TVFN  Non-Assignable  Rights  against  the   issuer
     thereof or the other party or parties thereto;

               (iv)   take   all  such  actions  and  do,   or   cause
     to   be   done,  all  such  things  at  the  request  of  Scripps
     as   shall   reasonably  be  necessary  and   proper   in   order
     that   the   value  of  any  TVFN  Non-Assignable  Rights   shall
     be   preserved   and  shall  inure  to  the  benefit   of   TVFN;
     and

               (v)    pay   over   to   TVFN  all  monies   or   other
     assets   collected   by  or  paid  to  TVFN   or   any   of   its
     Subsidiaries    in   respect   of   such   TVFN    Non-Assignable
     Rights.

     Scripps    shall   reimburse   the   Belo   Entities   for    all
reasonably    incurred   payments,   costs    and    expenses    made,
incurred    or    suffered   in   performing   the   Belo    Entities'
obligations   as  requested  by  Scripps  under  this  Section   6.12.
If   the   Belo   Entities   are  unable  to  lawfully   provide   the
benefit   of  any  Governmental  Authorization  to  TVFN,   it   shall
not,   at   any   time,   use  such  Governmental  Authorization   for
its   own   purposes  or  assign  or  provide  the  benefit  of   such
Governmental Authorization to any other party.

<PAGE>

     VI.13     Schedules.

          (a)     Notwithstanding    anything    to    the    contrary
contained   herein  if  Scripps  has  not,  as  of  the  date   hereof
(the   "Signing  Date"),  completed  and/or  delivered  one  or   more
of   the   Schedules  referred  to  in  this  Agreement  and  required
to   be   delivered   by   Scripps  pursuant   hereto   or   has   not
delivered   one   or   more   of   the  documents   required   to   be
delivered   by   it   pursuant  to  this   Agreement,   then   Scripps
shall  be  permitted  to  complete  and  deliver  such  Schedules   or
deliver   such   documents   to   the   Belo   Entities   after    the
Signing  Date,  but  in  no  event  later  than  September  22,  1997.
The   Belo  Entities  shall  be  deemed  to  have  accepted  any  such
revised   or   newly  delivered  Schedules  and/or  documents   unless
within   three   (3)   business  days  after  receipt   thereof   they
shall   have   delivered   to  Scripps  a  notice   terminating   this
Agreement    together   with   a   certificate   from   an   executive
officer  of  Belo  Holdings  to  the  effect  that  such  revised   or
newly   delivered   Schedules  and/or  documents  in   the   aggregate
reflect  matters  that  would  have  a  material  adverse  effect   on
the   KENS   Assets   as   of  the  Signing   Date.    If   the   Belo
Entities's    approval   of   such   revised   or   newly    delivered
Schedules   and/or  documents  is  granted  or  is   deemed   granted,
any   Schedules   attached  hereto  as  of  the   Signing   Date   and
delivered   by   Scripps   which  have   subsequently   been   revised
shall   be   deemed   to   be   amended  in   accordance   with   such
revised   Schedules   as  of  the  Signing   Date   and   such   late-
delivered    Schedules    and/or    documents    shall    be    deemed
delivered   by  Scripps  as  of  the  Signing  Date.   Scripps   shall
not   have   the  right  to  deliver  any  revised  or  new  Schedules
or   documents   under   this  Section  6.13   after   September   22,
1997.

          (b)     Notwithstanding    anything    to    the    contrary
contained  herein,  if  the  Belo  Entities  have  not,  as   of   the
Signing  Date,  completed  and/or  delivered  one  or  more   of   the
Schedules   referred  to  in  his  Agreement  and   required   to   be
delivered   by  them  pursuant  hereto  or  have  not  delivered   one
or   more   of  the  documents  required  to  be  delivered  by   them
pursuant   to  this  Agreement,  then  they  shall  be  permitted   to
complete    and    deliver   such   Schedules    or    deliver    such
documents  to  Scripps  after  the  Signing  Date,  but  in  no  event
later   than  September  22,  1997.   Scripps  shall  be   deemed   to
have   accepted   any  such  revised  or  newly  delivered   Schedules
and/or   documents  unless  within  three  (3)  business  days   after
receipt   thereof  it  shall  have  delivered  to  the  Belo  Entities
a    notice    terminating   this   Agreement    together    with    a
certificate   from   an   executive  officer   of   Scripps   to   the
effect   that  such  revised  or  newly  delivered  Schedules   and/or
documents  in  the  aggregate  reflect  maters  that  would   have   a
material  adverse  effect  on  TVFN  and  CPMCO,  taken  as  a  whole,
as   of   the   Signing   Date.   If  Scripps's   approval   of   such
revised   or   newly   delivered   Schedules   and/or   documents   is
granted   or   is  deemed  granted,  any  Schedules  attached   hereto
as   of   the  Signing  Date  and  delivered  by  the  Belo   Entities
which   have  subsequently  been  revised  shall  be  deemed   to   be
amended  in  accordance  with  such  revised  Schedules  as   of   the
Signing    Date    and    such   late-delivered    Schedules    and/or
documents   shall  be  deemed  delivered  by  the  Belo  Entities   as
of   the  Signing  Date.   The  Belo  Entities  shall  not  have   the
right   to   deliver  any  revised  or  new  Schedules  or   documents
under this Section 6.13  after September 22, 1997.
     
     VI.14       Notification.    Each   party   hereto   shall,    in
the   event  of,  or  promptly  after  obtaining  knowledge  of,   the
occurrence    or    threatened   occurrence    of    any    fact    or
circumstance   that   would   cause   or   constitute    a    material
breach   of   any   of   its  representations   and   warranties   set
forth   herein,   give  notice  thereof  to  the   other   party   and
shall   use   its  reasonable  efforts  to  prevent  or  remedy   such
breach.

     VI.15         Additional    Agreements     Related     to     FCC
Licenses.     The    parties    hereto    shall    use    commercially
reasonable   best  efforts  to  obtain  the  expedient   transfer   of
all   FCC   licenses  related  to  the  KENS  Assets  to   Belo   Sub,
including,   without   limitation,  (a)  the  substitution   of   Belo
Sub   on  any  current  FCC  transfer  application,  and/or  (b)  such
other measures as the parties hereto deem necessary.

     VI.16        Resignations.   Effective   as    of    the    First
Closing   Date,   PJPI   will   resign   as   the   managing   general
partner   and   a   general  partner  in  CPMCO,   and   Colony   will
resign as a general partner in TVFN.

     VI.17       LMA   Agreement.   Upon  the  First   Closing   Date,
the   parties  hereto  shall  enter  into  the  LMA  in  substantially
the   same   form   attached  hereto  as   Exhibit   E,   subject   to
receipt of any necessary FCC approvals.

<PAGE>

     VI.18        Notice    to    Other   Partners.     The    parties
covenant   and  agree  that  the  First  Closing  shall  comply   with
Section   9.03   of   the   TVFN   Partnership   Agreement.    Scripps
hereby  agrees  to  deliver  at  the time  of  the  First  Closing  to
the   partners  of  TVFN  (other  than  any  Belo  Entities)  of  TVFN
in   accordance   with   Section  9.06   of   the   TVFN   Partnership
Agreement   a  copy  of  its  agreement  to  comply  with   the   TVFN
Partnership Agreement.

     VI.19       Transponder   Agreement.   On   the   First   Closing
Date   the   Belo   Entities  shall  (a)  in  consideration   of   the
payment   to  Belo  Holdings  of  $7,100,000  by  Scripps,  cause   to
be   assigned   to   Scripps,  and  Scripps  shall  assume,   all   of
Belo   Holdings'  right,  title  and  interest  in,   to   and   under
(i)    the    Transponder   Lease   Agreement,   (ii)   the   Sublease
Agreement   and   (iii)   any   other  sublease   agreements   between
Belo   Holdings  and/or  any  of  its  Subsidiaries  and   any   third
party   (other   than   TVFN)   with  respect   to   the   Transponder
Lease   Agreement,   in   such  form  as  the   parties   agree   (the
"Transponder   Assignments")   or   (b)   if   all   necessary   third
party    consents    to    such   Transponder    Assignments    cannot
reasonably   be  obtained  through  the  exercise  of   best   efforts
by  the  Belo  Entities  and  Scripps does  not  elect  to  waive  the
receipt  of  such  consents  as  of  the  First  Closing  Date,   then
the   Belo   Entities   shall  ensure  that   prior   to   the   First
Closing   the  Sublease  Term  described  in  Paragraph   2   of   the
Sublease    Agreement    is   amended   to   provide    Scripps    the
unilateral   option   to  continue  the  Sublease   Term   in   effect
under  the  same  terms  and  conditions  until  the  termination   of
the   Transponder   Lease  Agreement.   Scripps  shall   be   required
to   exercise  this  option  to  extend  the  Sublease  Agreement   no
later   than   60-days   in   advance  of  the   current   termination
date   of   the   Sublease  Agreement,  March  8,  1999.    The   Belo
Entities   shall   also   ensure  that  the  Sublease   Agreement   is
amended   to   state   that  Providence  Journal  Company   will   not
amend    the   Transponder   Lease   Agreement   without   the   prior
written    consent   of   Scripps   (such   consent    not    to    be
unreasonably withheld).

                        ARTICLE VII

     Conditions to the Obligations of the Belo Entities

     The    obligations    of   the   Belo   Entities    under    this
Agreement  are,  at  the  Belo  Entities'  option,  subject   to   the
fulfillment   of   the   conditions   set   forth   in   Section   7.1
through  7.8  prior  to  or  at  the  First  Closing  Date,  and   the
fulfillment   of   the   conditions  set  forth   in   Sections   7.2,
7.6,  and  7.9  through  7.11  prior  to  or  at  the  Second  Closing
Date:

     VII.1     Representations, Warranties, Covenants.

          (a)    Each   of  the  representations  and  warranties   of
Scripps  contained  in  this  Agreement  that  are  qualified  as   to
materiality     shall    be    true    and    correct,     and     the
representations   and   warranties   that   are   not   so   qualified
shall  be  true  and  correct  in  all  material  respects,  in   each
case  as  of  the  date  when made and shall  be  deemed  to  be  made
again   on   and  as  of  the  First  or  Second  Closing  Dates,   as
applicable,   and   shall  then,  if  qualified  as  to   materiality,
be   true  and  correct,  and  if  not  so  qualified,  be  true   and
correct   in   all   material   respects,   except   to   the   extent
changes   are   specifically   permitted  or   contemplated   pursuant
to this Agreement;

          (b)    Scripps   shall  have  performed  and   complied   in
all   material   respects   with   each   and   every   covenant   and
agreement   required   by   this  Agreement   to   be   performed   or
complied   with   by  it  prior  to  or  at  the   First   or   Second
Closing Dates, as applicable; and

          (c)     Scripps    shall    have    furnished    the    Belo
Entities    with   certificates   dated   the   First    and    Second
Closing   Dates,   as   applicable,   and   duly   executed   by   the
President   or   a   Vice   President   of   Scripps   authorized   on
behalf   of  Scripps  to  give  such  a  certificate,  to  the  effect
that   the  conditions  set  forth  in  subparagraphs  (a)   and   (b)
of   this  Section  7.1  have  been  satisfied  as  of  the  date   of
such certificates.

<PAGE>

     VII.2       Proceedings.    Neither   the   Belo   Entities   nor
Scripps   shall   (a)   be  subject  to  any  restraining   order   or
injunction   restraining   or   prohibiting   the   consummation    of
the   transactions   contemplated  hereby   or   (b)   have   received
written   notice  from  any  Governmental  Entity  of  its   intention
to   institute   any  action  or  proceeding  seeking   to   restrain,
enjoin    or    nullify   this   Agreement   or    the    transactions
contemplated hereby.

     VII.3       Damage   to  the  Assets.   The  KENS  Assets   shall
not   have   suffered  damage  on  account  of  fire,   explosion   or
other   cause   of  any  nature  that  prevented  operation   of   the
KENS   Assets   for  a  period  of  at  least  seven  (7)  consecutive
days  and  which  shall  not  have  been  repaired  as  of  the  First
and   Second   Closing   Dates,   respectively;   provided,   however,
that   if  the  Belo  Entities  elect  to  waive  the  condition   set
forth   in  this  Section  7.3  and  consummate  the  Closings,   then
the   Belo  Entities'  sole  and  exclusive  remedy  against   Scripps
with   respect  to  such  damage  shall  be  that  the  Belo  Entities
may    collect   and   receive   the   proceeds   of   any   insurance
payable  to  Scripps  on  account  of  such  damages  which  have  not
been   applied  under  the  supervision  of  the  Belo   Entities   to
the    repair    thereof   plus   the   amount   of   any   deductible
consumed    with    respect    to   such   damage    under    Scripps'
insurance  policy  (which  at  the  Belo  Entities'  option   may   be
taken  in  the  form  of  a  cash  payment  from  Scripps  or  as   an
adjustment to the Belo Cash Consideration).

     VII.4        Certain   Consents.    The   Belo   Entities   shall
have    obtained   each   of   the   consents   and   approvals    and
completed   each  of  the  actions  required  to  (a)   transfer   the
TVFN    Interests    to   Scripps   pursuant   to   the    Partnership
Agreements   and   (b)  substitute  Scripps  as  a   general   partner
of   each   of  CPMCO  and  TVFN  and  the  managing  general  partner
of CPMCO in accordance with the Partnership Agreements.

     VII.5         Hart-Scott-Rodino.     The    applicable    waiting
period   imposed  by  the  HSR  Act  shall  have  expired   or   shall
have been subject to early termination.

     VII.6       Deliveries.    Scripps  shall  have   complied   with
each   and  every  one  of  its  obligations  set  forth  in   Section
9.1.

     VII.7       Closing   of   the   Acquisition   Agreement.     The
transactions   contemplated   by  the   Acquisition   Agreement   with
respect   to   KENS  shall  have  been  consummated  on  substantially
the   same   terms  and  conditions  as  contained  therein   on   the
date   hereof,   unless   modified  or   amended   pursuant   to   the
terms of the Acquisition Agreement and this Agreement.

     VII.8       LMA.  The  parties  shall  have  entered   into   the
LMA, effective as of the First Closing Date.

     VII.9       Affiliation   Agreement.   Unless   transferred    at
the   First  Closing,  the  KENS  Affiliation  Agreement  shall   have
been   transferred  to  Belo  Sub  on  substantially  the  same  terms
and conditions as are currently contained in such agreement.

     VII.10       FCC    Authorizations.     The    FCC    Application
shall   have   been   approved   without  any   condition   materially
adverse   to   Belo   Sub   and  shall   have   become   Final.    For
purposes  of  this  Agreement,  "Final"  shall  mean  action  by   the
FCC    (including   action   duly   taken   by   the   FCC's    staff,
pursuant   to  delegated  authority),  which  shall  not   have   been
reversed,     stayed,    enjoined,    set    aside,    annulled     or
suspended;  with  respect  to  which  no  timely  request  for   stay,
petition   for   reconsideration  or  review,   or   appeal   or   sua
sponte   action   of  the  FCC  with  comparable   effect   shall   be
pending;   and   as   to   which  the  time  for   filing   any   such
request,   petition  or  appeal,  or  for  the  taking  of  any   such
sua   sponte  action  by  the  FCC,  shall  have  expired.   The   FCC
approvals    shall   include   grant   of   a   waiver   of    Section
73.3555(c)    of   the   rules,   the   one-to-a-market    rule    (if
necessary   under  the  rules  then  in  effect),  permitting   common
ownership by Belo Sub of station KENS-TV and KENS-AM.

     VII.11      FCC   Approval.    The  FCC   Application   (as   set
forth   in   the  Acquisition  Agreement)  shall  have  received   FCC
Approval (as defined in the Acquisition Agreement).

<PAGE>

                        ARTICLE VIII

          Conditions to the Obligations of Scripps

     The   obligations  of  Scripps  under  this  Agreement  are,   at
its   option,  subject  to  the  fulfillment  of  the  conditions  set
forth   in  Sections  8.1  through  8.7  prior  to  or  at  the  First
Closing   Date,   and   the   fulfillment  of   the   conditions   set
forth  in  Sections  8.2,  8.5 and 8.8  prior  to  or  at  the  Second
Closing Date:

     VIII.1    Representations, Warranties, Covenants.

          (a)    Each   of  the  representations  and  warranties   of
the   Belo   Entities   contained   in   this   Agreement   that   are
qualified   as   to  materiality  shall  be  true  and  correct,   and
the   representations  and  warranties  that  are  not  so   qualified
shall  be  true  and  correct  in  all  material  respects,  in   each
case,   as  of  the  date  when  made  and  shall  be  deemed  to   be
made   again  on  and  as  of  the  First  or  Second  Closing  Dates,
as    applicable,    and   shall   then,   if    qualified    as    to
materiality,   be  true  and  correct,  and  if  not   so   qualified,
be   true  and  correct  in  all  material  respects,  except  to  the
extent   changes   are  specifically  permitted   pursuant   to   this
Agreement;

          (b)    The   Belo   Entities  shall   have   performed   and
complied   in   all   material   respects   with   each   and    every
covenant   and   agreement   required  by   this   Agreement   to   be
performed  or  complied  with  by  them  prior  to  or  at  the  First
or Second Closing Dates, as applicable; and

          (c)     The    Belo    Entities   shall    have    furnished
Scripps    with   certificates,   dated   the   First    and    Second
Closing   Dates,   as   applicable,    and   duly   executed   by    a
President    or    a   Vice   President   of   the    Belo    Entities
authorized   on  behalf  of  the  Belo  Entities  to   give   such   a
certificate,  to  the  effect  that  the  conditions  set   forth   in
subparagraphs   (a)   and   (b)  of  this  Section   8.1   have   been
satisfied as of the date of such certificates.

     VIII.2      Proceedings.    Neither   Scripps   nor   the    Belo
Entities   shall   (a)  be  subject  to  any  restraining   order   or
injunction   restraining   or   prohibiting   the   consummation    of
the   transactions   contemplated  hereby   or   (b)   have   received
written   notice  from  any  Governmental  Entity  of  its   intention
to   institute   any  action  or  proceeding  seeking   to   restrain,
enjoin    or    nullify   this   Agreement   or    the    transactions
contemplated hereby.

     VIII.3      Certain   Consents.    The   Belo   Entities    shall
have    obtained   each   of   the   consents   and   approvals    and
completed   each  of  the  actions  required  to  (a)   transfer   the
TVFN    Interests    to   Scripps   pursuant   to   the    Partnership
Agreements   and   (b)  substitute  Scripps  as  a   general   partner
of   each   of  CPMCO  and  TVFN  and  the  managing  general  partner
of CPMCO in accordance with the Partnership Agreements.

     VIII.4        Hart-Scott-Rodino.     The    applicable    waiting
period   imposed  by  the  HSR  Act  shall  have  expired   or   shall
have been subject to early termination.

     VIII.5       Deliveries.    The   Belo   Entities   shall    have
complied   with   each  and  every  one  of  their   obligations   set
forth in Section 9.2

     VIII.6      Closing   of   the   Acquisition   Agreement.     The
transactions   contemplated   by  the   Acquisition   Agreement   with
respect   to   KENS  shall  have  been  consummated  on  substantially
the   same   terms  and  conditions  as  contained  therein   on   the
date   hereof,   unless   modified  or   amended   pursuant   to   the
terms of the Acquisition Agreement and this Agreement.

     VIII.7      LMA.        The  parties  shall  have   entered   the
LMA, effective as of the First Closing Date.

     VIII.8      FCC   Approval.    The  FCC   Application   (as   set
forth   in   the  Acquisition  Agreement)  shall  have  received   FCC
Approval (as defined in the Acquisition Agreement).

<PAGE>

                         ARTICLE IX

           Items to be Delivered at the Closings

     IX.1 Deliveries by Scripps.

          (a)    At   the   First  Closing,  Scripps   shall   deliver
to the Belo Entities:

               (i)    Bills   of   sale,   endorsements,   assignments
and   other   good  and  sufficient  instruments  of  sale,   transfer
and   assignment  (which  may  contain  disclaimers  of  warranty   of
condition   and   suitability  consistent  with  the   provisions   of
this     Agreement)     in     form    and    substance     reasonably
satisfactory    to   the   Belo   Entities   sufficient    to    sell,
transfer   and   assign   to   Belo   Sub   all   right,   title   and
interest  of  Scripps  in  and  good  title  to  the  KENS  Assets  to
be transferred at the First Closing;

               (ii)    Certified    copies   of   resolutions,    duly
adopted  by  the  Board  of  Directors  of  Scripps,  which  shall  be
in   full  force  and  effect  at  the  time  of  the  First  Closing,
authorizing    the    execution,   delivery   and    performance    by
Scripps   of   this   Agreement   and   the   consummation   of    the
transactions contemplated hereby;

               (iii)        The    certificate    referred    to    in
Section 7.1(c);

               (iv)      A      certificate,      satisfying       the
requirements   of   Treas.  Reg.   1.1445-2(b)(2),   to   the   effect
that the KENS Entity is not a foreign person;

               (v)  The LMA;

                  (vi)       The   Transponder  Assignments   or   the
Transponder Extension, as the case may be; and

               (vii)       Such   other  documents  or   payments   as
the  Belo  Entities  or  their  counsel  may  reasonably  request   to
demonstrate   satisfaction   of   the   conditions   and    compliance
with the agreements set forth in this Agreement.

          (b)    At   the   Second  Closing,  Scripps  shall   deliver
to the Belo Entities:

               (i)    Bills   of   sale,   endorsements,   assignments
and   other   good  and  sufficient  instruments  of  sale,   transfer
and   assignment  (which  may  contain  disclaimers  of  warranty   of
condition   and   suitability  consistent  with  the   provisions   of
this     Agreement)     in     form    and    substance     reasonably
satisfactory    to   the   Belo   Entities   sufficient    to    sell,
transfer   and   assign   to   Belo   Sub   all   right,   title   and
interest  of  Scripps  in  and  good  title  to  the  KENS  Assets  to
be transferred at the Second Closing;

               (ii)    A   special   warranty   deed   with   covenant
against   grantor's   acts  with  respect   to   all   Real   Property
owned by Scripps and included within the KENS Assets;

               (iii)         Certified    copies    of    resolutions,
duly   adopted   by   the  Board  of  Directors  of   Scripps,   which
shall  be  in  full  force  and effect  at  the  time  of  the  Second
Closing,   authorizing   the  execution,  delivery   and   performance
by   Scripps   of   this  Agreement  and  the  consummation   of   the
transactions contemplated hereby;

               (iv)   The   certificate   referred   to   in   Section
7.1(c); and

<PAGE>

               (v)    Such   other  documents  or  payments   as   the
Belo  Entities  or  their  counsel  may  reasonably  request  (A)   to
demonstrate   satisfaction   of   the   conditions   and    compliance
with  the  agreements  set  forth  in  this  Agreement  and  (B)   for
purposes    of    the   issuance   of   Belo   Sub's   owners    title
insurance   policy   (the  cost  of  which  Belo   Sub   shall   bear)
without deletion of the standard exceptions to title.

     IX.2 Deliveries by the Belo Entities.

          (a)    At  the  First  Closing,  the  Belo  Entities   shall
deliver to Scripps:

               (i)    Bills   of   sale,   endorsements,   assignments
and   other   good  and  sufficient  instruments  of  sale,   transfer
and   assignment  (which  may  contain  disclaimers  of  warranty   of
condition   and   suitability  consistent  with  the   provisions   of
this     Agreement)     in     form    and    substance     reasonably
satisfactory   to   Scripps   sufficient   to   sell,   transfer   and
assign   to   Scripps  all  right,  title  and  interest   of   Colony
and PJPI in and good title to the TVFN Interests;

               (ii)     A     portion     of     the     Belo     Cash
Consideration,   in  the  amount  of  $37,500,000,  which   shall   be
paid in the manner specified in Section 1.6 hereof;
               
                   (iii)       Certified   copies   of    resolutions,
duly   adopted   by   the   Belo  Entities'   Boards   of   Directors,
which  shall  be  in  full  force  and  effect  at  the  time  of  the
First    Closing,    authorizing   the   execution,    delivery    and
performance   by  the  Belo  Entities  of  this  Agreement   and   the
consummation of the transactions contemplated hereby;

               (iv)   The   certificate   referred   to   in   Section
8.1(c);

               (v)     Certificates   from   each    of    PJPI    and
Colony   satisfying   the  requirements  of   Treas.   Reg.    1.1445-
2(b)(2),   to   the  effect  that  neither  of  them  is   a   foreign
person;

               (vi) The LMA;

               (vii)       The   Transponder   Assignments   or    the
Transponder Extension, as the case may be; and

               (viii)      Such   other  documents  or   payments   as
Scripps   or   its  counsel  may  reasonably  request  to  demonstrate
satisfaction   of   the   conditions   and   compliance    with    the
agreements set forth in this Agreement.

          (b)     At   the   Second   Closing,   the   Belo   Entities
shall deliver to Scripps:

               (i)      The    remainder    of    the    Belo     Cash
Consideration   not  previously  paid,  which   shall   be   paid   in
the manner specified in Section 1.6 hereof;

               (ii)    Certified    copies   of   resolutions,    duly
adopted   by   the   Belo   Entities'  Boards   of   Directors   which
shall  be  in  full  force  and effect  at  the  time  of  the  Second
Closing,   authorizing   the  execution,  delivery   and   performance
by   the   Belo  Entities  of  this  Agreement  and  the  consummation
of the transactions contemplated hereby;

               (iii)        The    certificate    referred    to    in
Section 8.1(c);

               (iv)     An     instrument    or     instruments     of
assumption   of  the  Assumed  Liabilities,  in  form  and   substance
reasonably satisfactory to Scripps; and

<PAGE>

               (v)     Such    other   documents   or   payments    as
Scripps   or   its  counsel  may  reasonably  request  to  demonstrate
satisfaction   of   the   conditions   and   compliance    with    the
agreements set forth in this Agreement.


                         ARTICLE X

              Nonsurvival of Representations,
         Warranties and Covenants; Indemnification
     
     X.1     Nonsurvival    of   Representations    and    Warranties.
None   of   the  representations  or  warranties  in  this   Agreement
or   in   any   instrument  delivered  pursuant  to   this   Agreement
shall   survive   the   First  Closing  Date.    This   Section   10.1
shall   not   limit   any   other  covenant  or   agreement   of   the
parties   set   forth   in  this  Agreement  or  in   any   instrument
delivered pursuant to the terms hereof.

     X.2    Indemnification.    The  parties  shall   indemnify   each
other as set forth below.

          (a)    Scripps   hereby   agrees  to  indemnify   and   hold
harmless   the   Belo   Entities   and  their   directors,   officers,
employees    and   all   persons   which   directly   or   indirectly,
through   one   or   more  intermediaries,  control,  are   controlled
by,  or  are  under  common  control  with  the  Belo  Entities  from,
and   to   reimburse   the   Belo  Entities   and   their   directors,
officers,    stockholders,   employees   and   all    persons    which
directly   or   indirectly,  through  one  or   more   intermediaries,
control,   are   controlled   by,  or   are   under   common   control
with,   the   Belo   Entities  for  any  and  all   losses,   damages,
liabilities   and  claims,  and  all  fees,  costs  and  expenses   of
any   kind   related  thereto  (including,  without  limitation,   any
and   all  legal  expenses),  arising  out  of,  in  connection  with,
based   upon   or   resulting  from  any  litigation   or   proceeding
initiated   by   a   third  party  to  the  extent  related   to   the
business   or  operations  of  the  KENS  Assets  on  or  before   the
First   Closing   Date.   Scripps  shall  not   have   any   liability
under   this   Section  10.2(a)  to  the  extent  the   liability   or
obligation  arises  as  a  result  of  any  action  taken  or  omitted
to  be  taken  by  the  Belo  Entities or  any  of  their  affiliates.
Notwithstanding   anything   to   the   contrary   contained   herein,
the   indemnification   obligations   set   forth   above   shall   be
absolute   and   unconditional,  and  shall  be  enforceable   without
regard  to  the  existence  or  accuracy  of  any  representation   or
warranties given by Scripps.

          (b)    The   Belo   Entities  hereby  agree   to   indemnify
and    hold    harmless   Scripps   and   its   directors,   officers,
employees    and   all   persons   which   directly   or   indirectly,
through   one   or   more  intermediaries,  control,  are   controlled
by,   or  are  under  common  control  with,  Scripps  from,  and   to
reimburse   Scripps  and  its  directors,  officers,   employees   and
all   persons   which   directly  or  indirectly,   through   one   or
more   intermediaries,   control,   are   controlled   by,   or    are
under   common  control  with,  Scripps  for  any  and   all   losses,
damages,   liabilities   and  claims   and   all   fees,   costs   and
expenses   of   any   kind   related   thereto   (including,   without
limitation,  any  and  all  legal  expenses),  arising  out   of,   in
connection   with,  based  upon  or  resulting  from  any   litigation
or   proceeding   initiated  by  any  third  party   to   the   extent
related  to  the  TVFN  Interests  on  or  before  the  First  Closing
Date.    The  Belo  Entities  shall  not  have  any  liability   under
this    Section    10.2(b)   to   the   extent   the   liability    or
obligation  arises  as  a  result  of  any  action  taken  or  omitted
to    be    taken    by   Scripps   or   any   of   its    affiliates.
Notwithstanding   anything   to   the   contrary   contained   herein,
the   indemnification   obligations   set   forth   above   shall   be
absolute   and   unconditional,  and  shall  be  enforceable   without
regard  to  the  existence  or  accuracy  of  any  representation   or
warranties given by the Belo Entities.

             (c)   Notwithstanding  any  other   provision   of   this
Agreement   to   the   contrary:  (i)  no   party   hereto   will   be
liable   to   any  other  party  hereto  pursuant  to   this   Section
10.2   or   otherwise  except  to  the  extent  that   the   aggregate
amount   of   losses   indemnified  thereunder   exceeds   $2,500,000;
(ii)   the  total  aggregate  liability  of  the  Belo  Entities,   on
the   one   hand,  and  Scripps,  on  the  other  hand,   for   losses
that  may  arise  under  this  Section  10.2  or  otherwise  will  not
exceed   $25,000,000;  and  (iii)  any  claims  for  losses   pursuant
to   this   Section   10.2  or  otherwise  can   only   be   made   in
respect   of   indemnifiable  claims  actually  filed   or   commenced
on  or  prior  to  eighteen  months  after  the  First  Closing  Date.
Notwithstanding  any  other  provision  of  this  Agreement   to   the
contrary,   each   party's   liability   for   losses   relating    to
indemnifiable   

<PAGE>

claims   for   Taxes   ("Tax   Losses")    shall    be
without   limit   in   dollar  amount  (although  still   subject   to
Section    10.2(c)(i))   and   claims   for   Tax   Losses    pursuant
hereto may be made at any time.

          (d)    As   promptly  as  practicable  but  in   any   event
within   60  calendar  days  of  the  receipt  by  any  party   hereto
of   any   notice  of  the  commencement  of  any  action,   suit   or
proceedings,   the  assertion  of  any  claim,  or   notice   of   any
event  or  the  incurrence  of  any  loss  or  damage  for  which  any
party   hereto  asserts  that  indemnification  is  provided  for   by
this   Section   10.2,   the   party   seeking   indemnification   (an
"indemnified   party")  shall  give  written  notice  to   any   party
from    which    indemnification   is   sought    (an    "indemnifying
party")   describing  in  reasonable  detail   the   basis   of   such
claim   for   indemnification.    If  the   indemnified   party   does
not   so  notify  the  indemnifying  party  within  60  calendar  days
of   the   date   of   such  notice,  assertion  or  incurrence,   the
indemnifying    party   shall   not   be   relieved    of    liability
hereunder  in  respect  of  such claim  except  if  and  only  to  the
extent   that   the   indemnifying   party   suffers   prejudice    or
damage   by   reason   of   such  failure  to  give   timely   notice.
Thereafter,   the   indemnified   party   shall   deliver    to    the
indemnifying   party,   within  five   business   days'   time   after
the    indemnified   party's   receipt   thereof,   copies   of    all
notices   and   documents  (including  court   papers)   received   by
the   indemnified  party  relating  to  such  claim.   If  such  claim
involves   the   claim   of   any  third   party,   the   indemnifying
party   shall   be  entitled  to  participate  in,  and  assume   sole
control   over,   the   defense   or   settlement   of   such   claim;
provided, however, that:

               (i)    the   indemnified  party   shall   be   entitled
     to   participate  in  (but  not  control)  the  defense  of  such
     claim   and   to   employ  counsel  at   its   own   expense   to
     assist in the handling of such claim;

               (ii)   the   indemnifying  party   shall   obtain   the
     prior   written   approval  of  the  indemnified   party,   which
     shall   not   be   unreasonably  withheld  or   delayed,   before
     entering   into   any  settlement  of  such  claim   or   ceasing
     to   defend  against  such  claim,  if  pursuant  to  or   as   a
     result   of   such   settlement  or  cessation,   injunctive   or
     other   equitable   relief   would   be   imposed   against   the
     indemnified party; and

               (iii)        the    indemnifying   party   admits    in
     writing   that  it  is  liable  to  indemnify  the  other   party
     to   this  Agreement  for  all  costs  and  expenses  related  to
     the third party claim.

After   written   notice   by   the   indemnifying   party   to    the
indemnified   party  of  its  election  to  assume  control   of   the
defense  of  any  such  action,  the  indemnifying  party  shall   not
be   liable  to  such  indemnified  party  hereunder  for  any   legal
fees   or   expenses   subsequently  incurred  by   such   indemnified
party   in   connection   with   the  defense   thereof   other   than
reasonable    costs    of   investigation.    If   the    indemnifying
party   does   not   assume  sole  control   over   the   defense   or
settlement    of   such   claim   as   provided   in   this    Section
10.2(d),   the   indemnified   party   shall   have   the   right   to
defend   and  settle  the  claim  in  such  manner  as  it  may   deem
appropriate   at   the   cost   and  expense   of   the   indemnifying
party,    and    the   indemnifying   party   shall   reimburse    the
indemnified   party   therefor  in  accordance   with   this   Section
10.2.

          (e)    In  any  event  involving  the  claim  of  any  third
party,   the  indemnified  party  shall  cooperate  fully   with   the
indemnifying   party  in  the  defense  of  any   such   claim   under
this   Section   10.2.   Without  limiting  the  generality   of   the
foregoing,     the    indemnified    party    shall    furnish     the
indemnifying   party   with  such  documentary   or   other   evidence
as   is  then  in  its  possession  as  may  reasonably  be  requested
by   the   indemnifying   party   for   the   purpose   of   defending
against any such claim.

          (f)     In   the   event   that   the   indemnifying   party
shall    be    obligated   to   indemnify   the   indemnified    party
pursuant   to  this  Section  10.2,  the  indemnifying  party   shall,
upon   payment  of  such  indemnity,  be  subrogated  to  all   rights
of   the   indemnified  party  with  respect  to   claims   to   which
such indemnification relates.


<PAGE>

                         ARTICLE XI

                       Miscellaneous

     XI.1 Termination of Agreement.

          (a)    This   Agreement  may  be  terminated  by  the   Belo
Entities   or  Scripps  at  any  time  on  or  prior  to   the   First
Closing Date:

               (i)    by   the   mutual   consent   of   the   parties
     hereto;

               (ii)   by   any   party   hereto   if   the   FCC   has
     denied   the   approvals  contemplated  by  this   Agreement   in
     an order which has become Final;

               (iii)       by  the  Belo  Entities  if  any   of   the
     conditions   set  forth  in  Article  VII  to  be  satisfied   by
     the   First  Closing  Date  shall  not  have  been  met   on   or
     prior   to  February  28,  1998,  and  by  Scripps  if   any   of
     the    conditions   set   forth   in   Article   VIII    to    be
     satisfied  by  the  First  Closing  Date  shall  not  have   been
     met   on   or   prior  to  February  28,  1998,  and  shall   not
     have   been   waived   by   the   Belo   Entities   or   Scripps,
     respectively,   by   such   date,  and  the   terminating   party
     is    not    in   breach   of   any   of   its   representations,
     warranties,   covenants   or   agreements   contained   in   this
     Agreement in any material respect;

                  (iv)       by   any  party  hereto   if   the   TVFN
     Interests,   or  any  part  thereof,  are  transferred   to   any
     party   pursuant  to  the  provisions  of  Article  IX   of   the
     TVFN Partnership Agreement; or

               (v)    by   any  party  hereto  if  the  First  Closing
     has   not   occurred  by  February  28,  1998,  and   the   party
     seeking   to   terminate  this  Agreement  is  not   in   default
     in    any    material   way   in   the   performance    of    its
     obligations under this Agreement.

          (b)    This   Agreement  may  be  terminated  by  the   Belo
Entities  or  Scripps  at  any  time  after  the  First  Closing  Date
and  prior to the Second Closing Date;

               (i)    by   the   mutual   consent   of   the   parties
hereto;

               (ii)   by   the   Belo   Entities   if   any   of   the
conditions  set  forth  in  Article  VII  to  be  satisfied   by   the
Second  Closing  Date  shall  not  have  been  met  on  or  prior   to
April  30,  1998,  and  by  Scripps  if  any  of  the  conditions  set
forth   in  Article  VIII  to  be  satisfied  by  the  Second  Closing
Date  shall  not  have  been  met on  or  prior  to  April  30,  1998,
and   shall   not   have  been  waived  by  the   Belo   Entities   or
Scripps,   respectively,   by   such   date,   and   the   terminating
party   is   not   in   breach   of  any   of   its   representations,
warranties,    covenants    or   agreements    contained    in    this
Agreement   in   any   material  respect;  provided,   however,   that
if   the   Belo   Entities  terminate  this  Agreement   pursuant   to
the   provisions  of  this  Section  11.1(b)(ii)  as   a   result   of
the   failure  of  the  condition  set  forth  in  Section   7.10   or
Section   7.11   or   Scripps  terminates  this   Agreement   pursuant
to  the  provisions  of  this  Section  11.1(b)(ii)  as  a  result  of
the  failure  of  the  condition  set  forth  in  Section  8.8,  then,
in   any   event,  (A)  Scripps  shall  purchase  the  TVFN  Interests
for   $125,000,000   pursuant  to  the  applicable   terms   of   this
Agreement,   (B)   Belo   Sub   shall  promptly   transfer   back   to
Scripps   those  KENS  Assets  previously  transferred  to  Belo   Sub
(as   assignee  of  PJPI  and  Colony),  (C)  Scripps  shall  promptly
transfer   back  to  the  Belo  Entities  the  amount  of   the   Belo
Cash   Consideration   previously  paid  to  Scripps   and   (D)   the
LMA shall terminate in accordance with its terms; and

<PAGE>

               (iii)       by   any   party  hereto  if   the   Second
Closing   has  not  occurred  by  April  30,  1998,  and   the   party
seeking  to  terminate  this  Agreement  is  not  in  default  in  any
material   way   in   the   performance  of  its   obligations   under
this   Agreement;  provided,  however,  that  if  the  Belo   Entities
terminate   this  Agreement  pursuant  to  the  provisions   of   this
Section   11.1(b)(iii),  then,  in  any  event,  (A)   Scripps   shall
purchase  the  TVFN  Interests  for  $125,000,000  pursuant   to   the
applicable   terms   of   this   Agreement,   (B)   Belo   Sub   shall
promptly    transfer    back   to   Scripps    those    KENS    Assets
previously  transferred  to  Belo  Sub  (as  assignee  of   PJPI   and
Colony),   (C)   Scripps   shall  promptly  transfer   back   to   the
Belo   Entities   the   amount   of  the   Belo   Cash   Consideration
previously   paid   to  Scripps  and  (D)  the  LMA  shall   terminate
in accordance with its terms.

A    termination   pursuant   to   this   Section   11.1   shall   not
relieve  any  party  of  liability  it  would  otherwise  have  for  a
breach of this Agreement.

     XI.2   KENS   Option.   Notwithstanding  anything   else   herein
to   the   contrary,  the  parties  hereto  agree  as   follows   with
respect to the KENS Assets:

          (a)     If    Scripps   or   any   affiliate   of    Scripps
acquires   any  of  the  TVFN  Interests  at  any  time   during   the
period   ending   on   September  30,  1998  (the  "Option   Period"),
directly   or   indirectly   from   whomsoever   owns   or   possesses
such    interests   at   such   time,   and   such   interests    were
transferred   by   PJPI   and/or   Colony   as   a   result   of   the
exercise   of   rights  of  refusal  by  a  partner  or  partners   in
either   CPMCO  or  TVFN  pursuant  to  the  Partnership   Agreements,
then   the  Belo  Entities  shall  have  the  right  to  acquire   the
KENS   Assets   from   Scripps   for   (i)   cash   consideration   of
$200,000,000,   plus   (ii)   the  assumption   of   all   liabilities
and    obligations   (accrued,   absolute,   contingent,   undisclosed
or   otherwise)  which  are  primarily  related  to  or  have   arisen
or   will  arise  from  the  KENS  Assets  as  of  the  date  of   the
closing  of  such  transaction,  plus  or  minus,  as  the  case   may
be,  (iii)  the  net  working  capital  related  to  the  KENS  Assets
as    of    the    date   of   the   closing   of   such   transaction
(determined   in   accordance   with   Section   1.7)    (the    "KENS
Option").

          (b)     Scripps    shall   promptly    deliver    to    Belo
Holdings   written   notice   of   its   acquisition   of   the   TVFN
Interests   during  the  Option  Period.   Belo  Holdings   shall   be
required   to   deliver  written  notice  of  its  exercise   of   the
KENS   Option   within  60  days  of  its  receipt  of   such   notice
from   Scripps.    Failure   of   Belo  Holdings   to   deliver   such
notice  within  such  60  days  shall  result  in  the  expiration  of
the KENS Option.

          (c)    The   closing   of   the   exercise   of   the   KENS
Option   shall   occur  not  less  than  five  nor   more   than   ten
business   days  after  the  satisfaction  or  waiver  of   the   last
of    the    conditions   required   to   be   satisfied   or   waived
pursuant   to  this  Section  11.2.   The  closing  shall   occur   at
such   time  and  place  as  is  mutually  agreed  upon  between   the
parties.     The   Belo   Entities   obligations   to    close    such
transaction   shall   be   subject   to   the   fulfillment   of   the
conditions  contemplated  by  Sections  7.2,  7.3,  7.5,   7.6,   7.7,
7.9,  7.10  and  7.11  of  this Agreement on  or  prior  to  the  date
of   such   closing,  which  such  conditions  shall  be   deemed   to
survive   the   termination   of  this  Agreement   solely   for   the
purposes   of   effectuating  the  exercise  of   the   KENS   Option.
Scripps    obligations   to   close   such   transaction   shall    be
subject   to  the  fulfillment  of  the  conditions  contemplated   by
Sections  8.2,  8.4,  8.5,  8.6  and  8.8  of  this  Agreement  on  or
prior   to   the   date  of  such  closing,  which   such   conditions
shall   be  deemed  to  survive  the  termination  of  this  Agreement
solely   for  the  purposes  of  effectuating  the  exercise  of   the
KENS   Option.    The  Belo  Entities  obligations   to   close   such
transaction  shall  also  be  subject  to  the  condition  that   each
of   the   representations  and  warranties   of   Scripps   contained
in   this  Agreement  shall  be  true  and  correct  in  all  material
respects as of the date of the closing of such transaction.

          (d)     Each   party   agrees   to   be   bound    by    the
provisions   of   Sections  6.1,  6.2,  6.3,  6.4,  6.6,   6.8,   6.9,
6.10,   6.11,  and  6.15  of  this  Agreement,  which  shall   survive
the  termination  of  this  Agreement  solely  for  the  purposes   of
effectuating the exercise of the KENS Option.

<PAGE>

             (e)   During  the  Option  Period,  Scripps   shall   use
its   commercially   reasonable  best  efforts  to   (i)   cause   the
business  related  to  the  KENS  Assets  to  be  conducted   in   the
usual,    regular   and   ordinary   course   consistent   with    its
practices   at   its  other  television  and  radio   stations,   (ii)
preserve    intact    in   all   material   respects    the    present
business   organization  related  to  the  KENS  Assets,   and   (iii)
keep   available,  consistent  with  the  practices   at   its   other
television   and  radio  stations,  the  services  of   the   officers
and   key  employees  and  preserve  in  all  material  respects   the
relationships   with   customers,   suppliers   and   others    having
business   dealings   related   to   the   KENS   Assets,   it   being
understood,   however,  that  the  failure  of  any   KENS   Employees
to   remain  employees  of  Scripps  or  become  employees   of   Belo
Holdings   or   any   Subsidiary   of   Belo   Holdings   shall    not
constitute a breach of this covenant.

     The   provisions   of  this  Section  11.2  shall   survive   the
termination     of    this    Agreement    pursuant     to     Section
11.1(a)(iv).

     XI.3    Liabilities   Upon   Termination.    Except    for    the
obligations   contained  in  Sections  11.1(c),  11.2,   11.6,   11.13
and   11.15  hereof  which  shall  survive  any  termination  of  this
Agreement,   upon   the   termination  of  this   Agreement   pursuant
to    Section   11.1   hereof,   this   Agreement   shall    forthwith
become   null  and  void,  and  no  party  hereto  or   any   of   its
officers,    directors,    employees,    agents,    consultants     or
stockholders,    shall    have    any    rights,    liabilities     or
obligations    hereunder   or   with   respect    hereto;    provided,
however,   that   nothing   contained   herein   shall   relieve   any
party   from   liability  for  any  breach  or   inaccuracy   of   any
representation   or   warranty  contained  herein   or   any   failure
to comply with any covenant or agreement contained herein.

     XI.4    Assignments.    No   party   hereto   may    assign    or
delegate   any   of   its   duties  hereunder  without   the   written
consent    of   the   other   parties,   and   any   such    attempted
assignment  or  delegation  without  such  consent  shall   be   void,
except   that   (a)  the  Belo  Entities  may,  without  the   consent
of   Scripps,  assign  their  rights  under  this  Agreement   to   an
entity   controlled  by  A.H.  Belo  Corporation   and   (b)   Scripps
may,   without   the  consent  of  the  Belo  Entities,   assign   its
rights   under   this   Agreement   to   an   entity   controlled   by
Scripps.

     XI.5   Further   Assurances.   From  time  to  time   prior   to,
at   and   after   the   Closing  Dates,  each   party   hereto   will
execute   all   such  instruments  and  take  all  such   actions   as
any   other   party  shall  reasonably  request  in  connection   with
carrying   out   and  effectuating  the  intent  and  purpose   hereof
and    all    transactions   and   things   contemplated    by    this
Agreement,   including,   without  limitation,   the   execution   and
delivery   of   any   and  all  confirmatory  and  other   instruments
in   addition  to  those  to  be  delivered  on  the  Closing   Dates,
and  any  and  all  actions  which  may  reasonably  be  necessary  or
desirable to complete the transactions contemplated hereby.

     XI.6    Public    Announcement.    Prior   to   either    Closing
Date,   no   party  shall,  without  the  approval  of   the   others,
make    any    press    release   or   other    public    announcement
concerning   the   transactions  contemplated   by   this   Agreement,
except   as   and  to  the  extent  that  such  party  shall   be   so
obligated   by   law,   in   which  case   such   party   shall   give
advance   notice   to  the  other  parties  and  the   parties   shall
use   all   reasonable   efforts  to  cause   a   mutually   agreeable
release or announcement to be issued.

<PAGE>

     XI.7     Notices.      Notices    and    other     communications
provided  for  herein  shall  be  in  writing  (which  shall   include
notice   by   telex   or   facsimile  transmission)   and   shall   be
delivered   or   mailed   (or  if  by  telex,  graphic   scanning   or
other    facsimile   communications   equipment   of    the    sending
party   hereto,   delivered   by   such   equipment),   addressed   as
follows:

     If to Belo:

          Belo Holdings, Inc.
          400 South Record Street
          Dallas, Texas 75202
          Telecopy No.: (214) 977-8209

          Attention:  General Counsel

     with a copy to:

          Jenkens & Gilchrist, a Professional Corporation
          1445 Ross Avenue, Suite 3200
          Dallas, Texas  75202-2799
          Telecopy No.: (214) 855-4300

          Attention: Gregory J. Schmitt, Esq.

     If to Scripps:

          The E. W. Scripps Company
          312 Walnut Street, 28th Floor
          Cincinnati, Ohio 45202
          Telecopy No. (513) 977-3024

          Attn:     M. Denise Kuprionis, Secretary

     with a copy to

          Baker & Hostetler LLP
          312 Walnut Street, Suite 2650
          Cincinnati, Ohio 45202
          Telecopy No. 513-929-0303

          Attn:     William Appleton, Esq.

or   to  such  other  address  as  a  party  may  from  time  to  time
designate   in   writing  in  accordance  with  this   Section.    All
notices   and   other  communications  given  to  any   party   hereto
in   accordance  with  the  provisions  of  this  Agreement  shall  be
deemed to have been given on the date of receipt.

     XI.8   Captions.    The   captions  of  Articles   and   Sections
of   this   Agreement  are  for  convenience  only   and   shall   not
control  or  affect  the  meaning  or  construction  of  any  of   the
provisions of this Agreement.

     XI.9   Law   Governing.   This  Agreement   shall   be   governed
by,   construed,  and  enforced  in  accordance  with  the   laws   of
the   State  of  Texas  without  regard  to  its  conflicts  of   laws
principles.

<PAGE>

     XI.10       Waiver   of   Provisions.   The   terms,   covenants,
representations,   warranties  and  conditions   of   this   Agreement
may   be   amended,   modified   or   waived   only   by   a   written
instrument  executed  by  the  party  sought  to  be  bound   thereby.
The   failure  of  any  party  at  any  time  or  times   to   require
performance   of  any  provision  of  this  Agreement  shall   in   no
manner   affect  the  right  of  such  party  at  a  later   date   to
enforce   the  same.   No  waiver  by  any  party  of  any   condition
or     the     breach    of    any    provision,    term,    covenant,
representation    or   warranty   contained   in    this    Agreement,
whether   by   conduct   or   otherwise,   in   any   one   or    more
instances  shall  be  deemed  to  be or  construed  as  a  further  or
continuing  waiver  of  any  such  condition  or  of  the  breach   of
any    other    provision,   term,   covenant,    representation    or
warranty of this Agreement.

     XI.11       Counterparts.   This  Agreement   may   be   executed
in   several   counterparts,   and  all   counterparts   so   executed
shall    constitute   one   agreement,   binding   on   the    parties
hereto,   notwithstanding   that  the  parties   are   not   signatory
to the same counterpart.

     XI.12        Entire   Agreement.    This   Agreement,   including
the   Schedules   and   Exhibits  hereto,   constitutes   the   entire
Agreement   between  the  parties  and  supersedes  and  cancels   any
and   all  prior  agreement  between  them  relating  to  the  subject
matter hereof.

     XI.13       Confidentiality.    All   information   provided   to
any   party  hereto  or  its  representatives  by  or  on  behalf   of
any   party  hereto  or  its  affiliates  before  or  after  the  date
of   this   Agreement  and  prior  to  the  First  or  Second  Closing
Date,   as   the  case  may  be,  concerning  the  business,   assets,
liabilities   and  operations  of  KENS,  CPMCO  or  TVFN   shall   be
governed     by    the    Confidentiality    Agreements,    heretofore
executed by certain of the parties hereto.

     XI.14       Brokers   or   Finders.    Each   party   agrees   to
indemnify   and  hold  the  other  harmless  from  and   against   any
and   all   claims,  liabilities  or  obligations  with   respect   to
any   fees,  commissions  or  expenses  asserted  by  any  person   on
the  basis  of  any  act  or  statement  alleged  to  have  been  made
by the other party or its affiliates.

     XI.15       Specific   Performance.    In   addition   to   other
remedies   provided   herein,   if   a   party   defaults    in    the
performance   of   its   obligations   under   this   Agreement    and
fails   to   complete   the  transactions  contemplated   hereby,   as
and  when  herein  set  forth,  and  the  other  party  shall  not  be
in   material  default,  such  party  shall  be  entitled   to   apply
for   and   obtain   specific   performance,   which   shall   be   in
addition   to  any  and  all  other  rights  and  remedies   available
to   such   party   at   law  or  in  equity.    Each   party   hereby
acknowledges   that   monetary  damages  alone   would   not   be   an
adequate  compensation  to  the  other  party,  and  agrees  that   if
any   action   is   brought   seeking   specific   performance,   each
party   shall   waive   the  defense  that  there   is   an   adequate
remedy at law.

     XI.16       No   Third   Party  Beneficiaries.   This   Agreement
is   not   intended  to  confer  upon  any  person  other   than   the
parties   hereto   and   their  respective  successors   and   assigns
any rights or remedies hereunder.

     XI.17       Waiver.    The  Belo  Entities  shall   cause   CPMCO
and   TVFN  to  waive  all  rights  that  each  of  such  partnerships
has   under  Article  IX  of  the  TVFN  Partnership  Agreement   with
respect to the transactions contemplated hereby.

<PAGE>

     XI.18     Certain Definitions.

          (a)    "Code"   means   the   Internal   Revenue   Code   of
1986, as amended.

          (b)       "Partnership     Agreements"      shall      mean,
collectively,   the  Cable  Program  Management  Co.,   G.P.   Amended
and   Restated  Agreement  of  General  Partnership,   dated   as   of
February   18,   1994,  and  the  Agreement  of  General   Partnership
of   Television   Food  Network,  G.P.,  dated  as   of   August   16,
1993, both as amended.

          (c)    "Sublease   Agreement"  shall   mean   that   certain
Sublease   Agreement,  dated  as  of  March  1,  1994   between   Belo
Holdings, Inc. and Television Food Network, G.P.

          (d)    "Subsidiary"  shall  mean,  with   respect   to   any
party,    any    corporation    or   other    organization,    whether
incorporated   or  unincorporated,  of  which  (i)   such   party   or
any   other   Subsidiary  of  such  partner  is  a   general   partner
(excluding   partnerships   the  general  partnership   interests   of
which  held  by  such  party  and any  Subsidiary  of  such  party  do
not    have   a   majority   of   the   voting   interest   in    such
partnership)  or  (ii)  securities  or  other  interests   having   by
their   terms  a  majority  of  the  outstanding  voting  power   with
respect    to    such   corporation   or   other   organization    are
directly   or  indirectly  owned  or  controlled  by  such  party   or
by  any  one  or  more  of its Subsidiaries,  or  by  such  party  and
one or more of its Subsidiaries.

          (e)    "Transponder  Lease  Agreement"   shall   mean   that
certain   Transponder  Lease  Agreement,  dated  as  of   January   7,
1994,    between    Hughes    Communications    Galaxy,    Inc.    and
Providence Journal Company.

<PAGE>

     IN    WITNESS    WHEREOF,   the   parties   have   caused    this
Agreement   to   be   duly   executed   by   their   duly   authorized
officers, all as of the day and year first above written.

                              BELO HOLDINGS, INC.


                              By:
                              Name:
                              Title:

                              COLONY CABLE NETWORKS, INC.


                              By:
                              Name:
                              Title:

                              PJ PROGRAMMING, INC.


                              By:
                              Name:
                              Title:

                              BHI SUB, INC.


                              By:
                              Name:
                              Title:

                              THE E.W. SCRIPPS COMPANY

                              By:
                              Name:
                              Title:
[{"type": "8-K", "sequence": "1", "description": "8-K HARTE HANKS COMMUNICATIONS/TV FOOD", "secsgml_size_bytes": 526670}]
{"company-data": {"conformed-name": "SCRIPPS E W CO /DE", "cik": "0000832428", "assigned-sic": "2711", "irs-number": "311223339", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16914", "film-number": "97686849"}, "business-address": {"street1": "312 WALNUT STREET", "city": "CININNATI", "state": "OH", "zip": "45202", "phone": "5139773835"}, "mail-address": {"street1": "312 WALNUT STREET", "city": "CINCINNATI", "state": "OH", "zip": "45202"}}
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

 Date of report (Date of earliest event reported) September 4, 1997
                              
                              
                  THE E. W. SCRIPPS COMPANY
   (Exact name of registrant as specified in its charter)
                              
                              
                              
                              
        Ohio                            33-43989           31-1223339
(State or other jurisdiction of  (Commission File Number) (I.R.S. Employer
incorporation or organization)                            Identification Number)

   312 Walnut Street
   Cincinnati, Ohio                                           45202
(Address of principal executive offices)                     (Zip Code)

 Registrant's telephone number, including area code:  (513) 977-3000

                          Not Applicable
   (Former name, former address and former fiscal year, if
                 changed since last report.)
THE E. W. SCRIPPS COMPANY
                              
 INDEX TO CURRENT REPORT ON FORM 8-K DATED SEPTEMBER 4, 1997
                              
                              

Item No.                                                      Page

 2.  Acquisition or Disposition of Assets                       3
 7.  Financial Statements and Exhibits
       (A)  Financial Statements of Businesses Acquired         4
       (B)  Pro Forma Financial Information                     4
       (C)  Exhibits                                            4
ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

On May 16, 1997, The E. W. Scripps Company ("Company")
agreed to acquire the newspaper and broadcast operations of
Harte-Hanks Communications ("Harte-Hanks") for $775 million, plus 
working capital, in cash.  The Harte-Hanks newspaper and broadcast 
operations include daily newspapers in Abilene, Corpus Christi, Plano,
San Angelo and Wichita Falls, Texas, a daily newspaper in
Anderson, South Carolina (collectively the "HHC Newspaper
Operations"), and a television and radio station in San
Antonio, Texas (the "HHC Broadcast Operations").  The acquisition
of the HHC Newspaper Operations will increase the Company's separate
newspaper markets to 21 and its total circulation to approximately
1.5 million daily and 1.6 million Sunday.  The Company
expects to complete the acquisition in October 1997.

On September 4, 1997, the Company agreed to sell the HHC
Broadcast Operations to certain subsidiaries of A.H. Belo Corporation
("Belo").  The Company will receive $75 million in cash and Belo's 
approximate 58% controlling interest in The Television Food 
Network, G.P. ("TVFN,"  a 24-hour cable television network).  
The amount of cash the Company will receive will be adjusted
based upon the positive or negative working capital of TVFN
and the HHC Broadcast Operations at the closing date.  Immediately 
after the Company closes the purchase of the HHC Newspaper and
Broadcast Operations, Belo will pay the Company $37.5
million and will transfer its interest in TVFN to the
Company.  Belo will operate the HHC Broadcast Operations
under a Local Marketing Agreement until the Federal
Communications Commission ("FCC") approves the transfer of
the HHC Broadcast Operations' FCC licenses to Belo, at which
time the sale of the HHC Broadcast Operations will be
completed and Belo will pay the Company the balance of the
purchase price. Based on information provided to the Company,
TVFN had approximately 26.5 million subscribers at June 30, 1997.
The Company expects to complete the sale of the HHC Broadcast Operations
by the end of 1997.

The Company expects to finance the acquisitions through
existing cash and short-term investments, issuing $100
million of five-year and $100 million of ten-year notes,
and additional borrowings under or supported by Competitive 
Advance and Revolving Credit Facility Agreements ("Variable Rate 
Credit Facilities").  The total amount and mix of the five-year
and ten-year notes may be adjusted based upon market conditions.
The Variable Rate Credit Facilities will collectively permit 
aggregate borrowings up to $800 million.  The Variable Rate Credit 
Facilities will be comprised of two unsecured lines, one limited to 
$400 million principal amount maturing in one year,
and the other limited to $400 million principal amount maturing
in five years.  Borrowings under the Variable Rate Credit 
Facilities will be available on a committed revolving credit 
basis at any of three short-term rates (including the prime
rate) or through an auction procedure at the time of each 
borrowing allowing banks to offer lower rates.  The Varaible
Rate Credit Facilities may also be used by the Company in whole
or in part, in lieu of direct borrowings, as credit support
for a commercial paper program to be established by the Company.

The acquisition of the HHC Newspaper and Broadcast
Operations, the subsequent sale of the HHC Broadcast
Operations to Belo, the acquisition of Belo's controlling
interest in TVFN and the related borrowings are
collectively referred to as the "Transactions."

The Transactions are expected to result in 10% to 15%
percent dilution to the Company's net income during the
first year of ownership.
ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

(A)   Financial Statements of Businesses Acquired

      The financial statements required by this item appear
      at page F-1 of this Current Report on Form 8-K.

(B)   Pro Forma Financial Information

      The pro forma financial information required by this
      item appears at page P-1 of this Current Report on
      Form 8-K.

(C)   Exhibits

      The information required by this item appears at page
      E-1 of this Current Report on Form 8-K.

                         SIGNATURES

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

                              THE E. W. SCRIPPS COMPANY

Dated:  September 25, 1997    By:  /s/ D. J. Castellini

                                D. J. Castellini
                                Senior Vice President,
                                Finance & Administration
THE E. W. SCRIPPS COMPANY
                              
    INDEX TO FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
                              
                              

Harte-Hanks Newspapers
  Financial Statements as of December 31, 1996, and for the
  Three Years Then Ended                                          F-2
  Financial Statements as of June 30, 1997, and for the Six
  Months Then Ended                                              F-15
  
Harte-Hanks Television
  Financial Statements as of December 31, 1996, and for the
  Three Years Then Ended                                         F-20
  Financial Statements as of June 30, 1997, and for the Six
  Months Then Ended                                              F-32
  
Television Food Network, G.P.
  Financial Statements as of December 31, 1996, and for the
     Three Years Then Ended, and as of June 30, 1997, and for
     the Six Months Ended June 30, 1997, and June 30, 1996       F-37
HARTE-HANKS NEWSPAPERS
                              
  Financial Statements as of December 31, 1996, and for the
                   Three Years Then Ended

Balance Sheets                                        F-3
Statements of Operations                              F-4
Statements of Cash Flows                              F-5
Notes to Financial Statements                         F-6
Independent Auditors' Report                         F-14
HARTE-HANKS NEWSPAPERS
BALANCE SHEETS
December 31,
In thousands                                           1996       1995
ASSETS
Current assets
  Cash                                             $   2,498     $  1,257
  Accounts receivable (less allowance for doubtful
     accounts of $808 in 1996 and $776 in 1995)       14,903       13,679
  Inventory                                            4,679        8,698
  Prepaid expense                                        852          628
  Other current assets                                 1,391        1,402
       Total current assets                           24,323       25,664
Property, plant and equipment
  Land                                                 4,381        4,381
  Buildings and improvements                          18,640       18,341
  Equipment and furniture                             51,496       52,124
                                                      74,517       74,846
  Less accumulated depreciation                       41,664       40,728
                                                      32,853       34,118
  Construction and equipment installations in progress   170          243
       Net property, plant and equipment              33,023       34,361
Intangible and other assets
  Goodwill (less accumulated amortization
     of $58,746 in 1996 and $54,109 in 1995)         128,661      133,298
  Receivable from Harte-Hanks Communications, Inc.   122,980       99,204
  Other assets                                            79           56
       Total intangible and other assets             251,720      232,558
       Total assets                                 $309,066     $292,583

LIABILITIES AND  EQUITY
  Accounts payable                                  $  2,532     $  2,861
  Accrued payroll and related expenses                 3,590        3,456
  Customer deposits                                    3,567        3,667
  Other current liabilities                            1,874        1,760
       Total current liabilities                      11,563       11,744
Deferred income tax liability                          5,546        5,315
Other long term liabilities                            1,083          931
       Total liabilities                              18,192       17,990

Equity                                               290,874      274,593
       Total liabilities and equity                 $309,066     $292,583
HARTE-HANKS NEWSPAPERS
STATEMENTS OF OPERATIONS
Year Ended December 31,
In thousands                                   1996        1995       1994
Revenues                                   $ 124,313    $ 117,744  $ 110,949
Operating expenses
  Payroll                                     41,023       40,547     40,800
  Production and distribution                 32,170       29,091     24,852
  Advertising, selling, general
     and administrative                       13,302       12,684     12,520
  Depreciation                                 3,927        3,735      3,438
  Goodwill amortization                        4,637        4,637      4,637
                                              95,059       90,694     86,247
Operating income                              29,254       27,050     24,702
Other expenses (income)                         (32)          116        192

Income before income taxes                    29,286       26,934     24,510
Income tax expense                            13,005       12,091     11,160
Net income                                 $  16,281    $  14,843  $  13,350
HARTE-HANKS NEWSPAPERS
STATEMENTS OF CASH FLOWS
Year Ended December 31,
In thousands                                    1996        1995       1994
Cash Flows from Operating Activities
  Net income                                 $ 16,281    $ 14,843    $ 13,350
  Adjustments to reconcile net income
     to net cash provided by operating
     activities:
       Depreciation                             3,927       3,735       3,438
       Goodwill amortization                    4,637       4,637       4,637
       Amortization of option related
            compensation                          217         274         315
       Deferred income taxes                      211         346       (201)
       Other, net                                (55)         116         192

Changes in operating assets and liabilities:
     Increase in accounts receivable, net     (1,224)       (473)     (1,177)
     Decrease (increase) in inventory           4,019     (2,908)     (3,155)
     Decrease (increase) in prepaid expenses
       and other current assets                 (173)       (149)         222
     Increase (decrease) in accounts payable    (330)        (44)         446
     Increase in other accrued expenses and
       other liabilities                          128         643         589
     Other, net                                  (65)       (341)       (158)
  Net cash provided by operating activities    27,573      20,679      18,498

Cash Flows from Investing Activities
  Purchases of property, plant and
     equipment                                (2,826)     (3,544)     (4,258)
  Proceeds from the sale of property,
     plant and equipment                          270         187         193
  Net cash (used in) investing activities     (2,556)     (3,357)     (4,065)

Cash Flows from Financing Activities
  Distributions to Harte-Hanks
     Communications, Inc., including
     payments for income taxes               (23,776)    (17,007)    (14,308)

Net increase in cash                            1,241         315         125
Cash at beginning of period                     1,257         942         817
Cash at end of period                        $  2,498    $  1,257     $   942
Note  A  -  Basis of Presentation and Significant Accounting Policies

Basis of Presentation
The  accompanying financial statements present the financial
position  of  Harte-Hanks Newspapers (the  "Company").   The
financial   statements  exclude  all  assets,   liabilities,
revenues  and  expenses of Harte-Hanks Communications,  Inc.
and   its   subsidiaries  other  than  assets,  liabilities,
revenues and expenses of its newspapers business.

The  financial  statements have  been  prepared  as  if  the
newspapers  business had operated as an  independent,  stand
alone  entity for all periods presented. Except as described
below,  such  financial statements have been prepared  using
the  historical basis of accounting and include the  assets,
liabilities, revenues, expenses and income taxes  of  Harte-
Hanks' newspapers business.

In  March  1995, Harte-Hanks Communications, Inc.  sold  its
suburban  Boston  community newspapers. As these  newspapers
ceased to be a part of Harte-Hanks Newspapers in 1995, their
assets,   liabilities,  revenues  and  expenses  have   been
excluded from these  financial statements. In addition,  all
related    gain   on   divestiture   as    well    as    tax
assets/liabilities  which resulted  from  this  transaction,
have been excluded from these  financial statements for  all
years presented.

These financial statements do not include any liabilities or
disclosure  related to the Company's employee benefit  plans
other than as disclosed in note C.  However, the cost of all
employee  benefit plans which relate to employees of  Harte-
Hanks  Newspapers is included in these financial statements.
Intercompany balances and transactions have been eliminated.
Direct expenses incurred by Harte-Hanks Communications, Inc.
on behalf of the Company are identified and allocated to the
Company  based  on the actual costs incurred. Any  remaining
indirect  expenses  incurred by Harte-Hanks  Communications,
Inc.  have  not been allocated to the Company  because  they
have  been  insignificant.  Management  believes  that  this
method of allocation is reasonable and that such costs would
not  be materially different if they had been incurred  with
unaffiliated third parties.

Certain  prior  year  amounts  have  been  reclassified  for
comparative purposes.

Inventory
Inventory,  consisting  primarily  of  newsprint  and  other
operating  supplies, is stated at the lower of cost  (first-
in, first-out method) or market.

Property, Plant and Equipment
Property,  plant and equipment are stated on  the  basis  of
cost.  Depreciation of buildings and equipment  is  computed
generally on the straight-line method at rates calculated to
amortize the cost of the assets over their useful lives. The
general ranges of estimated useful lives are:

  Buildings and improvements                 10 to 40 years
  Equipment and furniture                     4 to 20 years
Goodwill
Goodwill  is  stated  on  the basis  of  cost,  adjusted  as
discussed  below, and is amortized on a straight-line  basis
over 40-year periods.

For  each  of  its  investments, the  Company  assesses  the
recoverability  of its goodwill by determining  whether  the
amortization of the goodwill balance over its remaining life
can  be recovered through projected undiscounted future cash
flows  over the remaining amortization period. If  projected
undiscounted  future  cash flows indicate  that  unamortized
goodwill  and the net book value of long-lived  assets  will
not  be  recovered, net goodwill is adjusted  to  an  amount
consistent with projected discounted future cash flows. Cash
flow   projections  are  based  on  trends   of   historical
performance and management's estimate of future performance,
giving consideration to existing and anticipated competitive
and economic conditions.

Income Taxes
Income  taxes  are calculated using the asset and  liability
method   required  by  Statement  of  Financial   Accounting
Standards  ("SFAS")  No.  109.  Deferred  income  taxes  are
recognized   for   the  tax  consequences   resulting   from
"temporary  differences" by applying enacted  statutory  tax
rates   applicable   to  future  years.   These   "temporary
differences"  are  associated with differences  between  the
financial   and  the  tax  basis  of  existing  assets   and
liabilities. Under SFAS No. 109, a statutory change  in  tax
rates  will be recognized immediately in deferred taxes  and
income.

Use of Estimates
The  preparation of financial statements in conformity  with
generally accepted accounting principles requires management
to  make  estimates and assumptions that affect the reported
amounts  of  assets  and liabilities  at  the  date  of  the
financial  statements and the reported amounts  of  revenues
and  expenses  during the reporting period.  Actual  results
could differ from those estimates.

Note B - Income Taxes

The components of income tax expense are as follows:
Year Ended December 31,
In thousands                                1996       1995      1994
Current
  Federal                                $ 11,254   $ 10,324   $ 10,003
  State and local                           1,540      1,421      1,357
     Total current                       $ 12,794   $ 11,745   $ 11,360
Deferred
  Federal                                $    188   $    307   $  (178)
  State and local                              23         39       (22)
     Total deferred                      $    211   $    346   $  (200)
The  differences  between total income tax expense  and  the
amount computed by applying the statutory Federal income tax
rate to income before income taxes were as follows:
Year Ended December 31,
In thousands                               1996         1995           1994
Computed expected income tax expense     $10,251  35%  $ 9,427  35%  $ 8,579 35%
Effect of goodwill amortization            1,622   6%    1,622   6%    1,622  7%
Net effect of state income taxes           1,016   3%      949   4%      867  4%
Other, net                                   116   -        93   -        92  -

Income tax expense for the period        $13,005  44%  $12,091  45%  $11,160 46%
The  tax effects of temporary differences that gave rise  to
significant portions of the deferred tax assets and deferred
tax liabilities were as follows:
December 31,
In thousands                                            1996       1995
Deferred tax assets:
  Accrued vacation pay                               $    472  $    503
  Accrued stock option liability                          371       326
  Accounts receivable, net                                283       272
  Other, net                                               18         9
     Total gross deferred tax assets                    1,144     1,110
Deferred tax liabilities:
  State income tax                                      (352)     (337)
   Property, plant and equipment                      (5,546)   (5,315)
     Total gross deferred tax liabilities             (5,898)   (5,652)
      Net  deferred tax liability                    $(4,754)  $(4,542)
The net deferred tax liability is recorded both as a current
deferred   income  tax  benefit  and  as  other  long   term
liabilities  based upon the classification  of  the  related
temporary  difference.  In  assessing  the  reliability   of
deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax
assets  will  not be realized. The ultimate  realization  of
deferred  tax  assets is dependent upon  the  generation  of
future  taxable  income during the periods  in  which  those
temporary    differences   become   deductible.   Management
considers   the   scheduled   reversal   of   deferred   tax
liabilities,   recoverable  taxes  paid,  projected   future
taxable  income and tax planning strategies in  making  this
assessment. Based on the level of historical taxable income,
the  reversal  of  existing  deferred  tax  liabilities  and
projections for future taxable income over the periods which
the deferred tax assets are deductible at December 31, 1996,
management  believes it is more likely than not the  Company
will realize the benefits of these deductible differences.
Note C - Employee Benefit Plans

Harte-Hanks Communications, Inc. maintains a defined benefit
pension  plan  for  which  most  of  Harte-Hanks  Newspapers
employees  are  eligible. Benefits are  based  on  years  of
service and the employee's compensation for the five highest
consecutive  years of salary during the last  ten  years  of
service.   Benefits vest to the participants upon completion
of  five years of service or upon reaching age 65, whichever
is  earlier. Harte-Hanks' policy is to accrue as expense  an
amount  computed  by its actuary and to fund  at  least  the
minimum amount required by ERISA.

In 1994, the Harte-Hanks Communications, Inc. adopted a non-
qualified, supplemental pension plan covering certain Harte-
Hanks  Newspapers employees, which provides for  incremental
pension  payments  so  that  total  pension  payments  equal
amounts  that  would  have been payable from  the  principal
pension  plan  if  it  were not for limitations  imposed  by
income tax regulation.

In  determining  the 1996, 1995 and 1994  actuarial  present
value of benefit obligations, discount rates of 7 3/4%, 7 1/4%
and 8% were used, respectively.   The assumed annual rate of
increase  in  future compensation levels  was  4%,  and  the
expected  long term rate of return on plan assets  was  10%.
Pension expense for the years ended December 31, 1996,  1995
and 1994 was $828, $823 and $789, respectively.

Harte-Hanks Communications, Inc. also sponsors a 401(k) plan
which  provides  employees  of Harte-Hanks  Newspapers  with
additional  income upon retirement.  The Company  matches  a
portion  of  employees' voluntary before-tax  contributions.
Employees  are  fully vested in their own contributions  and
vest  in  the  Company's matching contributions  upon  three
years  of service. Contributions made during the years ended
December  31, 1996, 1995 and 1994 were $199, $205 and  $167,
respectively.

The  1994  Harte-Hanks Communications, Inc.  Employee  Stock
Purchase Plan provides for a total of 450,000 shares  to  be
sold   to   participating  employees  at   all   Harte-Hanks
subsidiaries  at 85% of the fair market value  at  specified
quarterly investment dates.  At December 31, 1996, 1995  and
1994,   Harte-Hanks  Newspapers  had  $71,  $71   and   $69,
respectively recorded as a liability for amounts withheld by
the  Company  to  be  used for the purchase  of  Harte-Hanks
Communications, Inc. shares in the subsequent January.

All  costs related to the above described plans are recorded
in  the  Harte-Hanks Newspapers financial statements to  the
extent  that these costs relate to the employees  of  Harte-
Hanks Newspapers.

Note D - Equity

A summary of changes in equity is as follows:
Years Ended December 31,
                                           1996        1995       1994
Beginning balance                       $ 274,593   $ 259,750  $ 246,400
Net earnings.                              16,281      14,843     13,350
Ending balance                          $ 290,874   $ 274,593  $ 259,750
Note E - Stock Option Plans

1984 Plan
In  1984, Harte-Hanks Communications, Inc. adopted  a  Stock
Option  Plan  ("1984 Plan") pursuant to which it  issued  to
officers  and  key employees options to purchase  shares  of
common  stock  at prices equal to the market  price  on  the
grant  date.  Market price was determined by  the  Board  of
Directors for purposes of granting stock options and  making
repurchase  offers.  Options granted  under  the  1984  Plan
become  exercisable  five years after  date  of  grant.   At
December  31, 1996, 1995 and 1994, options held by employees
of Harte-Hanks Newspapers to purchase 96,800 shares, 107,400
shares  and  149,400 shares, respectively, were  outstanding
under the 1984 Plan, with exercise prices ranging from $3.33
to  $6.67  per share. No additional options will be  granted
under the 1984 Plan.

1991 Plan
Harte-Hanks  Communications, Inc.  adopted  the  1991  Stock
Option Plan ("1991 Plan") pursuant to which it may issue  to
officers  and  key  employees  options  to  purchase  up  to
3,000,000 shares of common stock.  Options have been granted
to  certain employees of the Company at prices equal to  the
market price on the grant date ("market price options")  and
at prices below market price ("performance options").  As of
December 31, 1996, 1995 and 1994, market price options  held
by  employees of Harte-Hanks Newspapers to purchase  302,075
shares,  258,675  shares and 235,200  shares,  respectively,
were outstanding with exercise prices ranging from $6.67  to
$25.38  per  share.  Market price options become exercisable
after the fifth anniversary of their date of grant.

At  December 31, 1996, 1995 and 1994 performance options  to
purchase 110,300 shares, 107,100 shares and 116,850  shares,
respectively, were outstanding with exercise prices  ranging
from  $0.67  to  $2.00  per share.  The performance  options
become exercisable after the third anniversary of their date
of grant, and the extent to which they become exercisable at
that  time  depends  upon the extent  to  which  Harte-Hanks
Communications,  Inc.  achieves  certain  goals  which   are
established  at  the  time  the options  are  granted.  That
portion  of  the performance options which does  not  become
exercisable  on the third anniversary of the date  of  grant
becomes exercisable after the ninth anniversary of the  date
of  grant. Compensation expense of $217, $274 and  $315  was
recognized  by  Harte-Hanks Newspapers for  the  performance
options held by employees of Harte-Hanks Newspapers for  the
years ended December 31, 1996, 1995 and 1994, respectively.
The following summarizes stock option plans activity:
Number            Weighted Average
                             of Shares            Option Price
Options outstanding
  at January 1, 1994          507,000               $   4.95
  Granted                      34,950                   7.92
  Exercised                  (40,500)                   3.04

Options outstanding
  at December 31, 1994        501,450                   5.30
  Granted                      59,100                  10.34
  Exercised                  (60,750)                   4.28
  Cancelled                  (26,625)                   7.47

Options outstanding
  at December 31, 1995        473,175                   5.94
  Granted                      67,450                  18.40
  Exercised                  (18,100)                   4.19
  Cancelled                  (13,350)                  11.93

Options outstanding at
  December 31, 1996           509,175                   7.51

Exercisable at
  December 31, 1996           207,050                   4.18
The  Company  has adopted the disclosure-only provisions  of
Statement  of  Financial  Accounting  Standards   No.   123,
"Accounting for Stock-Based Compensation."  Accordingly,  no
compensation expense has been recognized for options granted
where the exercise price is equal to the market price of the
underlying  stock  at the date of grant.  The  Company  does
recognize  compensation  expense for  options  whose  market
price of the underlying stock exceeds the exercise price  on
the  date  of  grant  under  the  provisions  of  Accounting
Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," as permitted under SFAS No. 123.
Had  compensation  expense for the  Company's  options  been
determined  based on the fair value at the  grant  date  for
awards in 1996 and 1995, the Company's net income would have
been reduced to the proforma amounts indicated below.
Year Ended December 31,
In thousands, except per share amounts              1996        1995
Net income - as  reported                      $  16,281   $  14,843
  Net income - proforma                             16,190      14,816
The fair value of each option grant is estimated on the date
of  grant using the Black-Scholes option pricing model  with
the  following weighted-average assumptions used for  grants
in 1996 and 1995:
Year Ended December 31,
                                                1996       1995
Expected dividends yield                       0.3%       0.3%
  Expected stock price volatility               22.1%      21.3%
  Risk-free interest rate                        6.4%       6.4%
  Expected life of options                   3-10 years  3-10 years
The  weighted-average  fair value of  market  price  options
granted   during  1996  and  1995  was  $7.64   and   $5.52,
respectively.  The weighted-average fair value and  exercise
price  of performance options was $15.01 and $1.25 in  1996,
and $12.15 and $0.67 in 1995, respectively.

Note F - Fair Value of Financial Instruments
Because  of  their  maturities and/or  interest  rates,  the
Company's   financial  instruments   have   a   fair   value
approximating  their  carrying  value.   These   instruments
include    accounts   receivable,   trade   payables,    and
miscellaneous notes receivable and payable.

Note G - Commitments and Contingencies
The Company has pending claims incurred in the normal course
of  business which, in the opinion of management, and  legal
counsel, can be disposed of without material effect  on  the
accompanying  financial statements.
Note H - Leases
The  Company leases certain real estate and equipment  under
various operating leases. Most of the leases contain renewal
options  for varying periods of time. The total rent expense
under all operating leases was $1,054, $994 and $806 for the
years ended December 31, 1996, 1995 and 1994, respectively.

The   future  minimum  rental  commitments  for   all   non-
cancellable  operating leases with terms in  excess  of  one
year as of December 31, 1996 are as follows:

                            In thousands
1997                          $    812
1998                               726
1999                               556
2000                               409
2001                               244
After 2001                         207
    Total                     $  2,954
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Harte-Hanks Communications, Inc.:

We  have  audited the accompanying balance sheets of  Harte-
Hanks  Newspapers as of December 31, 1996 and 1995, and  the
related  statements of operations and cash flows for each of
the  years in the three-year period ended December 31, 1996.
These  financial statements are the responsibility of Harte-
Hanks  Communications, Inc.'s management. Our responsibility
is to express an opinion on these financial statements based
on our audits.

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

The  accompanying financial statements were prepared on  the
basis  of presentation described in note A, and include  the
assets,  liabilities, revenues and expenses  of  Harte-Hanks
Newspapers.

In  our opinion, the financial statements referred to  above
present  fairly,  in  all material respects,  the  financial
position  of Harte-Hanks Newspapers as of December 31,  1996
and 1995, and the results of their operations and their cash
flows  for each of the years in the three-year period  ended
December  31,  1996, pursuant to the basis  of  presentation
described  in note A, in conformity with generally  accepted
accounting principles.

KPMG Peat Marwick LLP
San Antonio, Texas
April 14, 1997
HARTE-HANKS NEWSPAPERS
                              
  Financial Statements as of June 30, 1997, and for the Six
                      Months Then Ended

Balance Sheets                                       F-16
Statements of Operations                             F-17
Statements of Cash Flows                             F-18
Notes to Financial Statements                        F-19
HARTE-HANKS NEWSPAPERS                                                                                                             
BALANCE SHEETS
June 30,                       
In Thousands                                                                           1997                      1996
ASSETS                                                                                                                             
Current assets                                                                                                                     
     Cash                                                                     $              1,669      $              1,707       
     Accounts receivable (less allowance for doubtful                                                                              
          accounts of $746 in 1997 and $830 in 1996)                                        12,926                    13,002       
     Inventory                                                                               4,203                     7,981       
     Prepaid expenses                                                                          559                       338       
     Other current assets                                                                    1,390                     1,380       
          Total current assets                                                              20,747                    24,408       
                                                                                                                                   
Property, plant and equipment                                                                                                      
     Land                                                                                    4,381                     4,381       
     Buildings and improvements                                                             18,770                    18,560       
     Equipment and furniture                                                                52,012                    52,887       
                                                                                            75,163                    75,828       
     Less accumulated depreciation                                                          43,174                    42,584       
                                                                                            31,989                    33,244       
     Construction and equipment installations in progress                                      963                       691       
          Net property, plant and equipment                                                 32,952                    33,935       
                                                                                                                                   
Intangible and other assets                                                                                                        
     Goodwill (less accumulated amortization of                                                                                    
          $61,064 in 1997 and $56,427 in 1996)                                             126,343                   130,980       
     Receivable from Harte-Hanks Communications, Inc.                                      135,377                   108,157       
     Other assets                                                                               77                        76       
          Total intangible and other assets                                                261,797                   239,213       
                                                                                                                                   
          Total assets                                                        $            315,496      $            297,556       
                                                                                                                                   
LIABILITIES AND EQUITY                                                                                                             
Current Liabilities                                                                                                                
     Accounts payable                                                         $              2,137      $              2,502       
     Accrued payroll and related expenses                                                    3,168                     2,959       
     Customer deposits                                                                       3,703                     3,731       
     Other current liabilities                                                               1,553                     1,379       
          Total current liabilities                                                         10,561                    10,571       
                                                                                                                                   
     Deferred income tax liability                                                           5,403                     5,313       
     Other long term liabilities                                                                20                        23       
          Total liabilities                                                                 15,984                    15,907       
                                                                                                                                   
     Equity                                                                                299,512                   281,649       
                                                                                                                                   
          Total liabilities and equity                                        $            315,496      $            297,556
HARTE-HANKS NEWSPAPERS                                                                                                      
STATEMENTS OF OPERATIONS
For the Six Months Ended June 30,
In Thousands                                                                           1997                      1996
Operating revenues                                                            $             62,517      $             60,139
Operating expenses                                                                                                          
     Payroll                                                                                21,407                    20,420
     Production and distribution                                                            14,453                    15,953
     Advertising, selling, general and administrative                                        6,635                     6,522
     Depreciation                                                                            2,025                     1,958
     Goodwill amortization                                                                   2,318                     2,318
                                                                                            46,838                    47,171
Operating income                                                                            15,679                    12,968
Other expenses (income)                                                                         26                      (51)
Income before income tax expense                                                            15,653                    13,019
Income tax expense                                                                           7,015                     5,963
Net income                                                                    $              8,638      $              7,056
HARTE-HANKS NEWSPAPERS                                                                                                             
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30,
In Thousands                                                                           1997                      1996
Operating Activities                                                                                                               
     Net income                                                               $              8,638      $              7,056       
     Adjustments to reconcile net income to net cash                                                                               
          provided by operating activities:                                                                                        
          Depreciation                                                                       2,025                     1,958       
          Goodwill amortization                                                              2,318                     2,318       
          Deferred income taxes                                                              (134)                       (2)       
          Other, net                                                                           137                        74       
     Changes in operating assets and liabilities                                                                                   
          Decrease in accounts receivable, net                                               1,977                       677       
          Decrease in inventory                                                                476                       717       
          Decrease in prepaid expenses and other current assets                                285                       312       
          Increase (decrease) in accounts payable                                            (395)                     (359)       
          Increase (decrease) in other accrued expenses                                                                            
               and other liabilities                                                         (607)                     (814)       
          Other, net                                                                         (150)                      (57)       
               Net cash provided by operating activities                                    14,570                    11,880       
                                                                                                                                   
Investing Activities:                                                                                                              
     Purchases of property, plant and equipment                                            (1,846)                   (1,510)       
     Proceeds from the sale of property, plant and equipment                                    15                        90       
               Net cash used in investing activities                                       (1,831)                   (1,420)       
                                                                                                                                   
Financing Activities:                                                                                                              
     Distributions to Harte-Hanks Communications, Inc.                                                                             
          including payments for income taxes                                             (13,568)                  (10,010)       
                                                                                                                                   
Net increase (decrease) in cash                                                              (829)                       450       
                                                                                                                                   
Cash at beginning period                                                                     2,498                     1,257       
Cash at end of period                                                         $              1,669      $              1,707
Note  A  -  Basis of Presentation and Significant Accounting Policies

Basis of Presentation
The financial statements have been prepared in accordance
with generally accepted accounting principles for interim
financial information.  The information disclosed in the
notes to financial statements for the year ended December
31, 1996 has not changed materially.  In management's
opinion all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the interim
periods have been made.

Results of operations are not necessarily indicative of the
results that may be expected for future interim periods or
for the full year.
HARTE-HANKS TELEVISION
                              
  Financial Statements as of December 31, 1996, and for the
                   Three Years Then Ended

Balance Sheets                                       F-21
Statements of Operations                             F-22
Statements of Cash Flows                             F-23
Notes to Financial Statements                        F-24
Independent Auditors' Report                         F-31
HARTE-HANKS TELEVISION
BALANCE SHEETS
December 31,
In thousands                                            1996       1995
ASSETS                                                                   
Current assets                                                          
  Cash                                                 $    228  $    338
  Accounts receivable (less allowance for doubtful
     accounts of $67 in 1996 and $47 in 1995)             5,146     5,208
  Inventory                                                  29        30
  Prepaid expense                                           261       237
  Film contracts                                          1,517     1,203
  Other current assets                                      188       191
       Total current assets                               7,369     7,207
Property, plant and equipment
  Land                                                      354       354
  Buildings and improvements                              6,169     6,169
  Equipment and furniture                                11,701    10,939
                                                         18,224    17,462
  Less accumulated depreciation                          10,621     9,537
                                                          7,603     7,925
  Construction and equipment installations in progress       67         0
       Net property, plant and equipment                  7,670     7,925
Intangible and other assets
  Goodwill (less accumulated amortization
     of $21,481 in 1996 and $19,733 in 1995)             48,575    50,323
  Receivable from Harte-Hanks Communications, Inc.       34,251    27,665
  Film contracts                                          2,187     1,275
  Other assets                                              232       176
       Total intangible and other assets                 85,245    79,439
       Total assets                                    $100,284  $ 94,571

LIABILITIES AND EQUITY
Current liabilities
  Accounts payable                                     $    685  $    632
  Accrued payroll and related expenses                      727       653
  Film contract payable                                   1,581     1,145
  Other current liabilities                                  37       369
       Total current liabilities                          3,030     2,799
Film contract payable                                     1,488       985
Deferred income tax liability                             1,841     1,780
Other long term liabilities                                 489       532
       Total liabilities                                  6,848     6,096
Equity                                                   93,436    88,475
       Total liabilities and equity                    $100,284  $ 94,571
HARTE-HANKS TELEVISION
STATEMENTS OF OPERATIONS
Year Ended December 31,
In thousands                                    1996       1995      1994
Revenues                                     $ 26,100    $ 25,132  $ 28,629
Operating expenses
  Payroll                                       8,361       8,008     8,624
  Production and distribution                   1,739       2,040     2,864
  Advertising, selling, general
     and administrative                         2,880       2,848     2,800
  Depreciation                                  1,044       1,066     1,041
  Film amortization                             1,347       2,224     2,746
  Goodwill amortization                         1,748       1,748     1,748
                                               17,119      17,934    19,823
Operating income                                8,981       7,198     8,806
Other expenses (income)
  Interest expense                                 20          26        26
  Other, net                                       -         (85)        -
                                                   20        (59)        26
Income before income taxes                      8,961       7,257     8,780
Income tax expense                              4,000       3,366     3,954
Net income                                   $  4,961    $  3,891  $  4,826
HARTE-HANKS TELEVISION
STATEMENTS OF CASH FLOWS
Year Ended December 31,
In thousands                                     1996       1995      1994
Cash Flows from Operating Activities                                       
  Net income                                   $  4,961  $  3,891   $  4,826
  Adjustments to reconcile net income
     to net cash provided by operating
     activities:
       Depreciation                               1,044     1,066      1,041
       Goodwill amortization                      1,748     1,748      1,748
       Amortization of option related
            compensation                             93       163        131
       Film amortization                          1,347     2,224      2,746
       Deferred income taxes                         37        42       (10)
       Other, net                                    -       (85)         -

Changes in operating assets and liabilities:
     Decrease in accounts receivable, net            62       677         52
     Decrease (increase) in inventory                 1         6        (6)
     Decrease (increase) in prepaid expenses
       and other current assets                      61      (59)         99
     Increase (decrease) in accounts payable         53     (324)        329
     (Decrease) in other accrued expenses
       and other liabilities                      (312)     (291)      (100)
     Other, net                                   (258)     (114)         15
  Net cash provided by operating activities       8,837     8,944     10,871

Cash Flows from Investing Activities
  Purchases of property, plant and
     equipment                                    (789)   (1,060)      (883)
  Proceeds from the sale of property,
     plant and equipment                             -        123        142
  Payments on film contracts                    (1,572)   (1,817)    (2,123)
  Net cash (used in) investing activities       (2,361)   (2,754)    (2,864)

Cash Flows from Financing Activities
  Distributions to Harte-Hanks Communications, 
     Inc. including payments for income taxes   (6,586)   (6,406)    (7,874)

Net increase (decrease) in cash                   (110)     (216)        133
Cash at beginning of period                         338       554        421
Cash at end of period                          $    228  $    338   $    554
Note  A  -  Basis of Presentation and Significant Accounting Policies

Basis of Presentation
The  accompanying financial statements present the financial
position  of  Harte-Hanks Television (the  "Company").   The
financial   statements  exclude  all  assets,   liabilities,
revenues  and  expenses of Harte-Hanks Communications,  Inc.
and   its   subsidiaries  other  than  assets,  liabilities,
revenues and expenses of its television business.

The  financial  statements have  been  prepared  as  if  the
television  business had operated as an  independent,  stand
alone  entity for all periods presented. Except as described
below,  such  financial statements have been prepared  using
the  historical basis of accounting and include the  assets,
liabilities, revenues, expenses and income taxes  of  Harte-
Hanks'  television business.  These financial statements  do
not  include  any liabilities or disclosure related  to  the
Company's employee benefit plans other than as disclosed  in
note  C.   However, the cost of all employee  benefit  plans
which  relate  to  employees  of Harte-Hanks  Television  is
included  in  these financial statements.   Direct  expenses
incurred  by Harte-Hanks Communications, Inc. on  behalf  of
the  Company  are identified and allocated  to  the  Company
based  on the actual costs incurred.  Any remaining indirect
expenses  incurred by Harte-Hanks Communications, Inc.  have
not  been  allocated to the Company because they  have  been
insignificant.  Management  believes  that  this  method  of
allocation  is reasonable and that such costs would  not  be
materially   different  if  they  had  been  incurred   with
unaffiliated third parties.

Certain  prior  year  amounts  have  been  reclassified  for
comparative purposes.

Television Revenues
Television revenues are presented net of advertising  agency
commissions.

Inventory
Inventory,  consisting  primarily  of  film  and  television
tubes,  is  stated at the lower of cost (first-in, first-out
method) or market.

Property, Plant and Equipment
Property,  plant and equipment are stated on  the  basis  of
cost.   Depreciation of buildings and equipment is  computed
generally on the straight-line method at rates calculated to
amortize  the  cost of the assets over their  useful  lives.
The general ranges of estimated useful lives are:

  Buildings and improvements                 10 to 40 years
  Equipment and furniture                     4 to 20 years

Goodwill
Goodwill  is  stated  on  the basis  of  cost,  adjusted  as
discussed  below, and is amortized on a straight-line  basis
over 40-year periods.

The  Company assesses the recoverability of its goodwill  by
determining whether the amortization of the goodwill balance
over  its  remaining life can be recovered through projected
undiscounted   future   cash  flows   over   the   remaining
amortization period.  If projected undiscounted future  cash
flows  indicate that unamortized goodwill and the  net  book
value  of  long-lived  assets will  not  be  recovered,  net
goodwill  is adjusted to an amount consistent with projected
discounted  future  cash flows.  Cash flow  projections  are
based  on  trends of historical performance and management's
estimate  of  future  performance, giving  consideration  to
existing    and   anticipated   competitive   and   economic
conditions.
Film Contracts
Film   contract  rights  represent  agreements   with   film
syndicators   for   television   program   material.     The
capitalized costs of film rights and related liabilities are
recorded when the licensed period begins and the film rights
are  available  for  use.  The cost is  amortized  over  the
expected number of telecasts.  The portions of the  cost  to
be  amortized  within  one  year  and  after  one  year  are
reflected in the consolidated balance sheets as current  and
noncurrent  assets, respectively.  The payments under  these
contracts  due  within  one year  and  after  one  year  are
classified as current and noncurrent liabilities.

Income Taxes
Income  taxes  are calculated using the asset and  liability
method   required  by  Statement  of  Financial   Accounting
Standards  ("SFAS")  No.  109.  Deferred  income  taxes  are
recognized   for   the  tax  consequences   resulting   from
"temporary  differences" by applying enacted  statutory  tax
rates   applicable   to  future  years.   These   "temporary
differences"  are  associated with differences  between  the
financial   and  the  tax  basis  of  existing  assets   and
liabilities. Under SFAS No. 109, a statutory change  in  tax
rates  will be recognized immediately in deferred taxes  and
income.

Use of Estimates
The  preparation of financial statements in conformity  with
generally accepted accounting principles requires management
to  make  estimates and assumptions that affect the reported
amounts  of  assets  and liabilities  at  the  date  of  the
financial  statements and the reported amounts  of  revenues
and  expenses  during the reporting period.  Actual  results
could differ from those estimates.

Note B - Income Taxes

The components of income tax expense are as follows:
Year Ended December 31,
In thousands                                    1996       1995      1994
Current                                                                   
  Federal                                    $  3,607   $  3,025   $  3,580
  State and local                                 356        299        384
     Total current                           $  3,963   $  3,324   $  3,964
Deferred
  Federal                                    $     33   $     37   $    (9)
  State and local                                   4          5        (1)
     Total deferred                          $     37   $     42   $   (10)
The  differences  between total income tax expense  and  the
amount computed by applying the statutory Federal income tax
rate to income before income taxes were as follows:
Year Ended December 31,
In thousands                             1996         1995          1994
Computed expected income tax expense   $3,136  35%  $2,540  35%  $3,073  35%
Effect of goodwill amortization           605   7%     605   8%     605   7%
Net effect of state income taxes          234   3%     198   3%     249   3%
Other, net                                 25   -       23   -       27   -

Income tax expense for the period      $4,000  45%  $3,366  46%  $3,954  45%
The  tax effects of temporary differences that gave rise  to
significant portions of the deferred tax assets and deferred
tax liabilities were as follows:
December 31,
In thousands                                          1996       1995
Deferred tax assets:                                                
  Accrued vacation pay                             $    109  $     99
  Accrued stock option liability                        167       157
  Accounts receivable, net                               23        16
     Total gross deferred tax assets                    299       272

Deferred tax liabilities:
  Property, plant and equipment                     (1,805)   (1,756)
  State income tax                                    (123)     (120)
  Other, net                                           (36)      (24)
     Total gross deferred tax liabilities           (1,964)   (1,900)
     Net  deferred tax liability                   $(1,665)  $(1,628)
The net deferred tax liability is recorded both as a current
deferred   income  tax  benefit  and  as  other  long   term
liabilities  based upon the classification  of  the  related
temporary  difference.   In  assessing  the  reliability  of
deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax
assets  will  not be realized.  The ultimate realization  of
deferred  tax  assets is dependent upon  the  generation  of
future  taxable  income during the periods  in  which  those
temporary   differences   become   deductible.    Management
considers   the   scheduled   reversal   of   deferred   tax
liabilities,   recoverable  taxes  paid,  projected   future
taxable  income and tax planning strategies in  making  this
assessment.   Based  on  the  level  of  historical  taxable
income,  the  reversal of existing deferred tax  liabilities
and  projections for future taxable income over the  periods
which the deferred tax assets are deductible at December 31,
1996,  management believes it is more likely  than  not  the
Company  will  realize  the  benefits  of  these  deductible
differences.
Note C - Employee Benefit Plans

Harte-Hanks Communications, Inc. maintains a defined benefit
pension  plan  for  which  most  of  Harte-Hanks  Television
employees  are  eligible. Benefits are  based  on  years  of
service and the employee's compensation for the five highest
consecutive  years of salary during the last  ten  years  of
service.   Benefits vest to the participants upon completion
of  five years of service or upon reaching age 65, whichever
is  earlier. Harte-Hanks' policy is to accrue as expense  an
amount  computed  by its actuary and to fund  at  least  the
minimum amount required by ERISA.

In 1994, the Harte-Hanks Communications, Inc. adopted a non-
qualified, supplemental pension plan covering certain Harte-
Hanks  Television employees, which provides for  incremental
pension  payments  so  that  total  pension  payments  equal
amounts  that  would  have been payable from  the  principal
pension  plan  if  it  were not for limitations  imposed  by
income tax regulation.

In  determining  the 1996, 1995 and 1994  actuarial  present
value of benefit obligations, discount rates of 7 3/4%, 7 1/4%
and 8% were used, respectively.  The assumed annual rate  of
increase  in  future compensation levels  was  4%,  and  the
expected  long term rate of return on plan assets  was  10%.
Pension expense for the years ended December 31, 1996,  1995
and 1994 was $183, $176 and $201, respectively.

Harte-Hanks Communications, Inc. also sponsors a 401(k) plan
which  provides  employees  of Harte-Hanks  Television  with
additional  income upon retirement.  The Company  matches  a
portion  of  employees' voluntary before-tax  contributions.
Employees  are  fully vested in their own contributions  and
vest  in  the  Company's matching contributions  upon  three
years  of service. Contributions made during the years ended
December  31,  1996, 1995 and 1994 were $36,  $40  and  $42,
respectively.

The  1994  Harte-Hanks Communications, Inc.  Employee  Stock
Purchase Plan provides for a total of 450,000 shares  to  be
sold   to   participating  employees  at   all   Harte-Hanks
subsidiaries  at 85% of the fair market value  at  specified
quarterly investment dates.  At December 31, 1996, 1995  and
1994,   Harte-Hanks  Television  had  $21,  $18   and   $17,
respectively recorded as a liability for amounts withheld by
the  Company  to  be  used for the purchase  of  Harte-Hanks
Communications, Inc. shares in the subsequent January.

All  costs related to the above described plans are recorded
in  the  Harte-Hanks Television financial statements to  the
extent  that these costs relate to the employees  of  Harte-
Hanks Television.

Note D - Equity

A summary of changes in equity is as follows:
Year Ended December 31,
                                           1996       1995      1994
Beginning balance                      $ 88,475   $ 84,584   $ 79,758
Net earnings                              4,961      3,891      4,826

Ending balance                         $ 93,436   $ 88,475   $ 84,584
Note E - Stock Option Plans

1984 Plan
In  1984, Harte-Hanks Communications, Inc. adopted  a  Stock
Option  Plan  ("1984 Plan") pursuant to which it  issued  to
officers  and  key employees options to purchase  shares  of
common  stock  at prices equal to the market  price  on  the
grant  date.   Market price was determined by the  Board  of
Directors for purposes of granting stock options and  making
repurchase  offers.   Options granted under  the  1984  Plan
become  exercisable  five years after  date  of  grant.   At
December  31, 1996, 1995 and 1994, options held by employees
of  Harte-Hanks Television to purchase 37,500 shares, 37,500
shares  and  52,500 shares, respectively,  were  outstanding
under the 1984 Plan, with exercise prices ranging from $3.33
to  $6.67 per share.  No additional options will be  granted
under the 1984 Plan.

1991 Plan
Harte-Hanks  Communications, Inc.  adopted  the  1991  Stock
Option Plan ("1991 Plan") pursuant to which it may issue  to
officers  and  key  employees  options  to  purchase  up  to
3,000,000 shares of common stock.  Options have been granted
to  certain employees of the Company at prices equal to  the
market price on the grant date ("market price options")  and
at prices below market price ("performance options").  As of
December 31, 1996, 1995 and 1994, market price options, held
by  employees of Harte-Hanks Television, to purchase 175,000
shares,  159,750  shares and 132,750  shares,  respectively,
were outstanding with exercise prices ranging from $6.67  to
$20.50  per  share.  Market price options become exercisable
after the fifth anniversary of their date of grant.

At December 31, 1996, 1995 and 1994 performance options held
by  employees  of Harte-Hanks Television to purchase  49,200
shares, 52,200 shares and 45,450 shares, respectively,  were
outstanding with exercise prices ranging from $0.67 to $2.00
per share.  The performance options become exercisable after
the third anniversary of their date of grant, and the extent
to  which they become exercisable at that time depends  upon
the   extent  to  which  Harte-Hanks  Communications,   Inc.
achieves certain goals which are established at the time the
options  are  granted.   That  portion  of  the  performance
options  which  does  not become exercisable  on  the  third
anniversary  of the date of grant becomes exercisable  after
the  ninth  anniversary of the date of grant.   Compensation
expense  of $93, $163 and $131 was recognized by Harte-Hanks
Television for the performance options held by employees  of
Harte-Hanks  Television  for the years  ended  December  31,
1996, 1995 and 1994, respectively.
The following summarizes stock option plans activity:
Number        Weighted Average
                              of Shares        Option Price
Options outstanding                                     
  at January 1, 1994           236,250           $   5.24
  Granted                       23,700               9.91
  Exercised                   (29,250)               4.49

Options outstanding
  at December 31, 1994         230,700               5.82
  Granted                       33,750              10.40
  Exercised                   (15,000)               5.00

Options outstanding
  at December 31, 1995         249,450               6.49
  Granted                       22,500              18.03
  Exercised                    (5,250)               0.67
  Cancelled                    (5,000)              11.78

Options outstanding at
  December 31, 1996            261,700               7.50

Exercisable at
  December 31, 1996            102,000               4.55
The  Company  has adopted the disclosure-only provisions  of
Statement  of  Financial  Accounting  Standards   No.   123,
"Accounting For Stock-Based Compensation."  Accordingly,  no
compensation expense has been recognized for options granted
where the exercise price is equal to the market price of the
underlying  stock  at the date of grant.  The  Company  does
recognize  compensation  expense for  options  whose  market
price of the underlying stock exceeds the exercise price  on
the  date  of  grant  under  the  provisions  of  Accounting
Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," as permitted under SFAS No. 123.

Had  compensation  expense for the  Company's  options  been
determined  based on the fair value at the  grant  date  for
awards  in  1996  and  1995, the Company's  net  income  and
earnings  per share would have been reduced to the  proforma
amounts indicated below.
Year Ended December 31,
In thousands, except per share amounts        1996          1995
Net income - as  reported                $  4,961      $  3,891
  Net income - proforma                       4,925         3,877
The fair value of each option grant is estimated on the date
of  grant using the Black-Scholes option pricing model  with
the  following weighted-average assumptions used for  grants
in 1996 and 1995:
Year Ended December 31,
                                                1996        1995
Expected dividends yield                       0.3%        0.3%
  Expected stock price volatility               22.1%       21.3%
  Risk-free interest rate                        6.4%        6.4%
  Expected life of options                   3-10 years   3-10 years
The  weighted-average  fair value of  market  price  options
granted   during  1996  and  1995  was  $7.00   and   $5.52,
respectively.  The weighted-average fair value and  exercise
price  of performance options was $14.35 and $1.11 in  1996,
and $12.15 and $0.67 in 1995, respectively.

Note F - Fair Value of Financial Instruments
Because  of  their  maturities and/or  interest  rates,  the
Company's   financial  instruments   have   a   fair   value
approximating  their  carrying  value.   These   instruments
include  accounts receivable, trade and film  payables,  and
miscellaneous notes receivable and payable.

Note G - Commitments and Contingencies
The Company has pending claims incurred in the normal course
of  business which, in the opinion of management, and  legal
counsel, can be disposed of without material effect  on  the
accompanying  financial statements.

Note H - Leases
The  Company leases certain real estate and equipment  under
various operating leases. Most of the leases contain renewal
options for varying periods of time.  The total rent expense
under  all operating leases was $320, $307 and $302 for  the
years ended December 31, 1996, 1995 and 1994, respectively.

The future minimum rental commitments for all non-cancelable
operating  leases with terms in excess of  one  year  as  of
December 31, 1996 are as follows:
In thousands
1997                       $  140
1998                           78
1999                           26
2000                            6
         Total             $  250
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Harte-Hanks Communications, Inc.:

We  have  audited the accompanying balance sheets of  Harte-
Hanks  Television as of December 31, 1996 and 1995, and  the
related  statements of operations and cash flows for each of
the  years in the three-year period ended December 31, 1996.
These  financial statements are the responsibility of Harte-
Hanks Communications, Inc.'s management.  Our responsibility
is to express an opinion on these financial statements based
on our audits.

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

The  accompanying financial statements were prepared on  the
basis  of presentation described in note A, and include  the
assets,  liabilities, revenues and expenses  of  Harte-Hanks
Television.

In  our opinion, the financial statements referred to  above
present  fairly,  in  all material respects,  the  financial
position  of Harte-Hanks Television as of December 31,  1996
and  1995,  and the results of its operations and  its  cash
flows  for each of the years in the three-year period  ended
December  31,  1996, pursuant to the basis  of  presentation
described  in note A, in conformity with generally  accepted
accounting principles.

KPMG Peat Marwick LLP
San Antonio, Texas
April 14, 1997
HARTE-HANKS TELEVISION
                              
  Financial Statements as of June 30, 1997, and for the Six
                      Months Then Ended

Balance Sheets                                       F-33
Statements of Operations                             F-34
Statements of Cash Flows                             F-35
Notes to Financial Statements                        F-36
HARTE-HANKS TELEVISION                                                                                                             
BALANCE SHEETS
June 30,
In Thousands                                                                           1997                      1996
ASSETS                                                                                                                             
Current assets                                                                                                                     
     Cash                                                                     $                615      $                578       
     Accounts receivable (less allowance for doubtful                                                                              
          accounts of $50 in 1997 and $60 in 1996)                                           5,542                     5,037       
     Inventory                                                                                  21                        32       
     Prepaid expenses                                                                          308                       225       
     Film contracts                                                                          1,172                       974       
     Other current assets                                                                      177                       183       
          Total current assets                                                               7,835                     7,029       
                                                                                                                                   
Property, plant and equipment                                                                                                      
     Land                                                                                      354                       354       
     Buildings and improvements                                                              6,184                     6,169       
     Equipment and furniture                                                                11,737                    11,123       
                                                                                            18,275                    17,646       
     Less accumulated depreciation                                                          11,120                    10,056       
                                                                                             7,155                     7,590       
     Construction and equipment installations in progress                                      457                       190       
          Net property, plant and equipment                                                  7,612                     7,780       
                                                                                                                                   
Intangible and other assets                                                                                                        
     Goodwill (less accumulated amortization of                                                                                    
          $22,355 in 1997 and $20,607 in 1996)                                              47,701                    49,449       
     Receivable from Harte-Hanks Communications, Inc.                                       36,637                    30,406       
     Film contracts                                                                          1,692                     1,037       
     Other assets                                                                              190                       147       
          Total intangible and other assets                                                 86,220                    81,039       
                                                                                                                                   
          Total assets                                                        $            101,667      $             95,848       
                                                                                                                                   
LIABILITIES AND EQUITY                                                                                                             
Current Liabilities                                                                                                                
     Accounts payable                                                         $                691      $                682       
     Accrued payroll and related expenses                                                      764                       574       
     Film contract payable                                                                   1,124                       997       
     Other current liabilities                                                                 123                       425       
          Total current liabilities                                                          2,702                     2,678       
                                                                                                                                   
     Film contract payable                                                                   1,041                       644       
     Deferred income tax liability                                                           1,826                     1,785       
     Other long term liabilities                                                                10                        38       
          Total liabilities                                                                  5,579                     5,145       
                                                                                                                                   
     Equity                                                                                 96,088                    90,703       
                                                                                                                                   
          Total liabilities and equity                                        $            101,667      $             95,848
HARTE-HANKS TELEVISION                                                                                                             
STATEMENTS OF OPERATIONS
For the Six Months Ended June 30,
In Thousands                                                                           1997                      1996
Operating revenues                                                            $             13,512      $             12,597       
Operating expenses                                                                                                                 
     Payroll                                                                                 4,291                     4,158       
     Production and distribution                                                             1,645                     1,575       
     Advertising, selling, general and administrative                                        1,440                     1,504       
     Depreciation                                                                              500                       518       
     Goodwill amortization                                                                     874                       874       
                                                                                             8,750                     8,629       
Operating income                                                                             4,762                     3,968       
Other expenses (income)                                                                                                   13       
Income before income tax expense                                                             4,762                     3,955       
Income tax expense                                                                           2,110                     1,727       
Net income                                                                    $              2,652      $              2,228
HARTE-HANKS TELEVISION                                                                                                             
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30,
In Thousands                                                                           1997                      1996
Operating Activities                                                                                                               
     Net income                                                               $              2,652      $              2,228       
     Adjustments to reconcile net income to net cash                                                                               
          provided by operating activities:                                                                                        
          Depreciation                                                                         500                       518       
          Goodwill amortization                                                                874                       874       
          Film amortization                                                                    863                       694       
          Deferred income taxes                                                               (12)                         5       
          Other, net                                                                            50                        54       
     Changes in operating assets and liabilities                                                                                   
          Decrease (increase) in accounts receivable, net                                    (396)                       171       
          Decrease (increase) in inventory                                                       8                       (2)       
          Decrease (increase) in prepaid expenses and                                                                              
               other current assets                                                           (39)                        53       
          Increase in accounts payable                                                           6                        50       
          Increase (decrease) in other accrued expenses                                                                            
               and other liabilities                                                           123                     (154)       
          Other, net                                                                            33                        20       
               Net cash provided by operating activities                                     4,662                     4,511       
                                                                                                                                   
Investing Activities:                                                                                                              
     Purchases of property, plant and equipment                                              (442)                     (374)       
     Payments on film contracts                                                              (919)                     (654)       
               Net cash used in investing activities                                       (1,361)                   (1,028)       
                                                                                                                                   
Financing Activities:                                                                                                              
     Distributions to Harte-Hanks Communications, Inc.                                                                             
          including payments for income taxes                                              (2,914)                   (3,243)       
                                                                                                                                   
Net increase in cash                                                                           387                       240       
                                                                                                                                   
Cash at beginning period                                                                       228                       338       
Cash at end of period                                                         $                615      $                578
Note A -- Basis of Presentation and Significant Accounting Policies

Basis of Presentation
The financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information.  The
information disclosed in the notes to financial statements for the year
ended December 31, 1996 has not changed materially.  In management's
opinion all adjustments (consisting of normal recurring accruals) necessary
for a fair presentation of the interim periods have been made.

Results of operations are not necessarily indicative of the results 
that may be expected for future interim periods or for the full year.
TELEVISION FOOD NETWORK, G.P.
                              
    Financial Statements as of December 31, 1996, and for the
  Three Years Then Ended and as of June 30, 1997, and for the Six
         Months Ended June 30, 1997, and June 30, 1996

Independent Auditors' Report                         F-38
Consolidated Balance Sheets                          F-39
Consolidated Statements of Operations                F-40
Consolidated Statements of Partners' Capital         F-41
Consolidated Statements of Cash Flows                F-42
Notes to Consolidated Financial Statements           F-44
INDEPENDENT AUDITORS' REPORT

To the Partners of
Television Food Network, G.P.:

We have audited the accompanying consolidated balance sheets
of   Television  Food  Network,  G.P.  and  subsidiary  (the
"Partnership")  as of December 31, 1995  and  1996  and  the
related  consolidated  statements of  operations,  partners'
capital, and cash flows for each of the years in three  year
period   ended   December  31,  1996.   These   consolidated
financial   statements   are  the  responsibility   of   the
Partnership's management.  Our responsibility is to  express
an  opinion on these consolidated financial statements based
on our audits.

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

In   our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,
the  financial position of Television Food Network, G.P. and
subsidiary at December 31, 1995 and 1996, and the results of
their  operations and their cash flows for each of the years
in  the  three  year  period ended  December  31,  1996,  in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP
Providence, Rhode Island
February 28, 1997
TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
                 Consolidated Balance Sheets
(Unaudited)
                                                                  December 31,             June 30,
     Assets                                                    1995         1996            1997
Current assets:                                                                                      
 Cash and cash equivalents                              $    533,182   $     432,805    $   9,361,977
 Investment securities held to maturity, stated 
  at cost which approximates fair value                    3,738,959       3,348,966        3,417,637
 Trade accounts receivable, net of allowance
  for doubtful accounts of approximately $15,000,
  $79,000 and $97,000 at December 31, 1995 and 1996,
  and June 30, 1997 (unaudited), respectively              1,857,598       3,287,717        3,167,529
 Television program assets, net                            2,894,442       3,192,729        4,034,547
 Inventory                                                       -           116,887           97,976
 Prepaid expenses                                            262,783         270,815          166,239
 Launch incentives                                           135,346         719,117        3,637,941
 Other assets                                                406,952         399,623          495,020

      Total current assets                                 9,829,262      11,768,659       24,378,866

Property  and  equipment, net (note 4)                     4,730,111       4,145,143        4,033,636

Television program assets, net                             1,996,483       2,070,073        2,308,174

Intangible assets, net (note 5)                            4,550,208       3,954,956        3,616,360

Launch  incentives, net                                      611,213       2,971,630        8,628,597

                                                        $ 21,717,277      24,910,461       42,965,633

  Liabilities and Partners' Capital

Current liabilities:
 Accounts payable                                       $  1,483,712       1,780,521        2,128,411
 Launch incentives payable                                 1,177,981       2,323,759       10,571,918
 Accrued expenses (note 7)                                   161,494       1,557,838          823,394
 Deferred income                                             431,747         771,357          841,331
 Must carry rights payable (note 5)                          500,000         425,000          425,000
 Television program rights payable                           100,976          70,000           84,000
 Note  payable  to  related party  (note  6c)                    -         1,500,000              -

      Total current liabilities                            3,855,910       8,428,475       14,874,054

Must  carry  rights payable (note 5)                       2,550,000       2,125,000        2,125,000
Television program rights payable                             86,529          62,500           62,500

      Total liabilities                                    6,492,439      10,615,975       17,061,554

Minority interest (note 9)                                       -             5,370               -
Partners' capital                                         15,224,838      14,289,116       25,904,079

Commitments (note 10)

                                                        $ 21,717,277      24,910,461       42,965,633

See accompanying notes to consolidated financial statements.
TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
            Consolidated Statements of Operations
(Unaudited)
                                                                                        Six months ended
                                              Years ended December 31,                        June 30,
                                         1994            1995           1996            1996            1997
Revenues                        $    1,960,665   $    6,657,207  $   13,404,763   $   6,333,541  $    9,479,684

Operating expenses:
 Programming                         8,778,621       10,302,151      11,354,300       5,381,746       6,070,669
 General and administrative          6,207,789        4,549,792       5,926,393       2,437,149       3,009,667
 Marketing and selling               5,449,688       11,417,851      13,214,115       6,722,365       9,828,586
 Depreciation and amortization       1,058,150        1,535,035       2,158,401       1,001,897       1,091,495

      Total operating expenses      21,494,248       27,804,829      32,653,209      15,543,157      20,000,417

Loss  from  operations            (19,533,583)     (21,147,622)    (19,248,446)     (9,209,616)    (10,520,733)

Other income (expense):
 Interest income, net                  291,291          262,160         273,649          74,633         126,597
 Interest expense                          -                -               -               -         (255,821)

      Total other income (expense)     291,291          262,160         273,649          74,633       (129,224)

Minority interest                          -                -            39,075             -             5,370

Net loss                        $ (19,242,292)   $ (20,885,462)  $ (18,935,722)   $ (9,134,983)  $ (10,644,587)

See accompanying notes to consolidated financial statements.
TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
        Consolidated Statements of Partners' Capital
   for the years ended December 31, 1994, 1995, and 1996
   and the six months ended June 30, 1997 (unaudited)
Managing      Class A     Class B
                                           Partner       Partners    Partners         Total
Partners'  capital  at December 31, 1993   $ 1,000    $  18,351,592     -        $  18,352,592

Contributions                                  -         12,500,000     -           12,500,000

Net loss                                       -       (19,242,292)     -         (19,242,292)

Partners'  capital  at December 31, 1994     1,000       11,609,300     -           11,610,300

Contributions                                  -         24,500,000     -           24,500,000

Net  loss                                      -       (20,885,462)     -         (20,885,462)

Partners'  capital  at December 31, 1995     1,000       15,223,838     -           15,224,838

Contributions                                  -         18,000,000     -           18,000,000

Net loss                                       -       (18,935,722)     -         (18,935,722)

Partners'  capital  at December 31, 1996     1,000       14,288,116     -           14,289,116

Contributions (unaudited)                      -         22,259,550     -           22,259,550

Net loss (unaudited)                           -       (10,644,587)     -         (10,644,587)

Partners' capital at 
      June 30, 1997 (unaudited)            $ 1,000    $  25,903,079     -        $  25,904,079

See accompanying notes to consolidated financial statements.
TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
            Consolidated Statements of Cash Flows

                                                                                            (Unaudited)
                                                                                        Six months ended
                                                Years ended December 31,                     June 30,
                                          1994           1995            1996           1996           1997
Operating activities:                                                                                           
 Net loss                           $ (19,242,292)  $ (20,885,462)  $ (18,935,722)  $ (9,134,983)  $(10,644,587)
 Adjustments to reconcile net loss
  to net cash used in operating
  activities:
  Minority interest                          -               -            (39,075)          -            (5,370)
  Depreciation and amortization          1,058,150       1,535,035       2,158,401      1,001,897      1,091,495
  Amortization of television
   program assets                        1,435,275       2,864,775       4,281,470      1,966,158      2,427,007
  Amortization of launch incentives          -           1,910,621         556,656         24,985      1,178,238  
  Payments for production of
   television programming              (3,029,238)     (3,267,299)     (4,403,347)    (2,068,314)    (3,435,926) 
Payments for launch incentives               -         (1,479,199)     (2,355,066)    (1,709,745)    (1,505,870)
  Changes in current assets
   and liabilities:
   Accounts receivable                 (1,175,908)       (668,782)     (1,430,119)      (408,229)        120,188
   Inventory                                 -               -           (116,887)       (81,434)         18,911
   Prepaid expenses                      (135,943)        (79,868)         (8,032)         69,856        104,576
   Other assets                            437,703       (381,379)           7,329        256,358       (95,397)
   Accounts payable                       (93,053)       1,006,916         296,809        (1,846)        347,890
   Accrued expenses                         32,801          57,009       1,396,344         86,183      (734,444)
   Deferred income                           -             431,747         339,610          3,804         69,974

     Net cash used in
       operating activities           (20,712,505)    (18,955,886)    (18,251,629)    (9,995,310)   (11,063,315)

Investing activities:
 Additions to property and equipment   (5,000,609)       (652,746)       (736,859)      (233,096)      (641,392)
 Additions to intangible assets          (141,325)           -           (196,877)           -             -    
 Purchases of securities
  available for sale                  (11,500,000)           -               -               -             -    
 Proceeds from securities
  available for sale                    26,059,230           -               -               -             -    
 Purchases of securities
  held to maturity                     (2,203,993)     (4,511,709)     (4,589,342)      (740,710)    (2,708,207)
 Maturity of securities
  held to maturity                       2,250,000       1,500,000       4,979,335        730,928      2,639,536

     Net cash provided by (used in)
       investing activities              9,463,303     (3,664,455)       (543,743)      (242,878)      (710,063)
TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
            Consolidated Statements of Cash Flows
(Unaudited)
                                                                                        Six months ended
                                                Years ended December 31,                   June 30,
                                            1994         1995         1996           1996           1997
Financing activities:                                                                                      
 Capital contributions                    12,500,000  24,500,000   18,000,000      10,000,000    22,259,550
 Payments for television                                                                                   
  program rights                           (531,544) (1,401,628)    (305,005)       (105,000)      (57,000)
 Payments for must carry rights                 -    (1,250,000)    (500,000)           -             -    
 Proceeds from notes
  payable to related party                      -          -        1,500,000           -         8,500,000
 Repayments of notes payable to 
  related party                                 -          -            -               -      (10,000,000)

     Net cash provided by
       financing activities               11,968,456  21,848,372   18,694,995       9,895,000    20,702,550

Net increase (decrease) in
 cash and cash equivalents                   719,254   (771,969)    (100,377)       (343,188)     8,929,172

Cash and cash equivalents:
 At beginning of period                      585,897   1,305,151      533,182         533,182       432,805

 At end of period                      $   1,305,151 $   533,182  $   432,805     $   189,994  $  9,361,977

Supplemental disclosure of non-cash transaction:
 Obligations incurred for acquisition
  of television program rights         $       -     $ 1,463,228  $   250,000     $   250,000  $  3,506,926
 Obligations incurred for acquisition
  of must carry rights                         -       3,050,000          -               -             -  
 Obligations incurred for
  launch incentives                            -       2,657,180    3,500,844         437,128     9,754,029

See accompanying notes to consolidated financial statements.
TELEVISION FOOD NETWORK, G.P.
                       AND SUBSIDIARY
                              
         Notes to Consolidated Financial Statements
                              
                 December 31, 1995 and 1996

(1)  Description  of  Business,  Partnership  and  Basis  of
     Accounting
  Television  Food  Network, G.P.  (the  "Partnership")  was
  formed  in  1993  to own and operate the  Television  Food
  Network  channel  ("TVFN"). TVFN is a 24-hour  advertising
  supported   network   service  that  provides   television
  programming  related  to  the preparation,  enjoyment  and
  consumption  of  food,  as well as  programs  focusing  on
  nutrition  and  topical news areas.  TVFN  is  distributed
  predominantly to cable television systems throughout  the
  United  States.  The partnership agreement extends through
  December 31, 2012.

  TVFN  is  managed by its managing general  partner,  Cable
  Program Management Co. ("CPMCO").  CPMCO is co-owned by  a
  wholly-owned subsidiary of The Providence Journal  Company
  (Colony    Cable    Networks,   Inc.)    and    Pacesetter
  Communications,  Inc. ("PCI").  CPMCO  contributed  $1,000
  to  the  Partnership  in exchange for  a  10%  partnership
  interest.   CPMCO's partnership interest  entitles  it  to
  distributions   only   after  all  other   Partners   have
  recovered their capital contributions.

  In  addition  to the managing general partner,  there  are
  Class  A  and Class B partners.  Each Class A  partner  is
  entitled  to one vote on the Management Committee  of  the
  Partnership.  The managing general partner and  the  Class
  B  partners are non-voting partners except that in certain
  circumstances  the  managing  general  partner   will   be
  allowed  a  vote  in  the case of a  Management  Committee
  deadlock.

  Under  the  partnership agreement, each  of  the  original
  five   Class   A  partners  were  required  to  contribute
  $9,000,000  in  cash to the capital of the Partnership  in
  exchange  for  one partnership unit each.   Each  Class  A
  partnership  unit  represents  a  12%  interest   in   the
  Partnership.  As a result of such purchases, the  Class  A
  partners   hold  an  aggregate  of  5  partnership   units
  representing  60%  of  the  total  Partnership   interest.
  Class  B  partners  are  not required  to  make  any  cash
  contributions.

  The remaining 30% partnership interest is allocated among 
  Class A and Class B partners based upon subscriber
  commitments.  In general, each Class A and Class B partner
  was to provide carriage of the TVFN channel to its subscribers
  and received a two percent partnership interest per one million
  subscribers.  Subscriber interests will continue to be adjusted
  annually during a four year period at which time partnership interests
  for subscriber commitments will become fixed.

  In  May 1996, The Providence Journal Company ("PJC")  (co-
  managing  general  partner and Class A  partner)  acquired
  the  Class A equity partnership interests held by Landmark
  Programming,  Inc.  and  Scripps Howard  Publishing,  Inc.
  This  increased PJC's total ownership interest in TVFN  to
  46%  and allowed it to hold 3 of the 5 partnership  units.
  On  January 6, 1997, PJC purchased the 9.5% Class A equity
  partnership  interests  held  by  Continental  Programming
  Partners  I, Inc. (Continental).  In connection with  this
  purchase,  PJC  agreed to transfer a 1.4% equity  interest
  in  the  Partnership to Continental.  This  1.4%  interest
  was  given  to PJC in 1993 in exchange for PJC's agreement
  to   carry  TVFN  on  its  former  cable  systems.   These
  transactions increased PJC's total ownership  interest  in
  TVFN  to  55.5%  and  allowed  it  to  hold  4  of  the  5
  partnership units.
The following is a summary of the Partnership interests at
  December 31, 1996:
General
                                 Partner    Class A    Class B     Total
Colony Cable Networks          7.75%     38.33%      1.40%     47.48%
    Tribune Cable Ventures, Inc.     -       12.18      22.49      34.67
    Continental Programming                                             
      Partners   I,  Inc.            -        9.49       2.45      11.94
    PCI                            2.25         -          -        2.25
    Adelphia Communications                                            
      Corporation                    -          -        1.47       1.47
    The Sullivan Group, Inc.         -          -        1.10       1.10
    Times  Mirror  Cable             -          -         .83        .83
    C-Tec  Cable  System             -          -         .26        .26
                                                                        
        Total                     10.00%     60.00%     30.00%    100.00%
Partnership   profits  are  allocated  first   to   offset
  previously  allocated losses, and then to each partner  in
  proportion   to  their  relative  partnership   interests.
  Partnership   losses  are  allocated   first   to   offset
  previously  allocated profits; second, to  the  extent  of
  cumulative capital contributions; and finally, to Class  A
  partners  in  proportion  to  their  relative  partnership
  interests.   Class  B  partners are not  entitled  to  any
  distributions  (other than tax distributions  as  provided
  for  in  the  partnership agreement)  until  the  Class  A
  partners have recovered their capital contributions.

  On  September  26,  1996, PJC signed a  definitive  merger
  agreement  with A.H. Belo Corporation ("A.H. Belo")  under
  which  PJC  would be merged into A.H. Belo.   On  February
  19,  1997,  shareholders approved the transaction  and  on
  February 28, 1997, the merger was completed.  Pursuant  to
  this  merger, A.H. Belo replaced  PJC  as the significant
  partner of the Partnership as PJC is now a subsidiary of
  A.H. Belo.  See Note 11.

  The  preparation  of  financial statements  in  conformity
  with  generally  accepted accounting  principles  requires
  management  to make estimates and assumptions that  affect
  the   reported  amounts  of  assets  and  liabilities  and
  disclosure  of  contingent assets and liabilities  at  the
  date  of the financial statements and the reported amounts
  of  revenues  and  expenses during the  reporting  period.
  Actual results could differ from those estimates.

   Certain  1994 and 1995 amounts have been reclassified  to
   conform to the 1996 presentation.

(2) Summary of Significant Accounting Policies
  (a) Principles of Consolidation
  The   consolidated   financial  statements   include   the
  accounts   of   the  Partnership  and  its  majority-owned
  subsidiary,  Chef Events, LLC (see note 8).   Intercompany
  balances and transactions have been eliminated.

  (b) Cash and Cash Equivalents
   Cash   equivalents  consist  of  overnight  repurchase
   agreements  and money market instruments.   For  purposes
   of   the   statement  of  cash  flows,  the   Partnership
   considers   all  highly  liquid  debt  instruments   with
   original  maturities of three months or less to  be  cash
   equivalents.

   At  December  31,  1995 and 1996,  the  funds  held  in
   various  operating  accounts exceeded Federal  Depository
   Insurance  limits by $386,556 and $803,772, respectively.
   However,  management believes the financial  institutions
   utilized  by  the  Partnership have  satisfactory  credit
   ratings  and  the  credit  risk  associated  with   these
   deposits is minimal.
(c) Investment Securities
   Investments  made  by  the Partnership  are  generally
   limited to government securities, with maturities of  one
   year or less.

   Held-to-maturity securities are recorded at  amortized
   cost,  adjusted for amortization or accretion of premiums
   or discounts.  A decline in the market value of any held-
   to-maturity  security  below cost that  is  deemed  other
   than  temporary  results  in an adjustment  to  the  cost
   basis of the security and is charged to the statement  of
   operations.    At  December  31,  1995  and   1996,   all
   investment  securities  were considered  to  be  held-to-
   maturity and mature within one year.

   Premiums  are amortized over the life of  the  related
   held-to-maturity  security  as  an  adjustment  to  yield
   using  the straight line method.  Discounts are  accreted
   using  the constant-yield method.  Dividend and  interest
   income are recognized when earned.

   At   December  31,  1995  and  1996,  all  investment
   securities  were  pledged  to  secure  the  Partnership's
   payment  of  must carry right and letters  of  credit  as
   discussed in notes 5 and 7.

   (d) Inventories
   Inventories,   principally   comprising   books   and
   merchandise held for sale, are stated at the  lower  cost
   or  market.  Cost is determined on a first-in,  first-out
   basis.

   (e) Television Program Assets
   Television  program costs consist of costs  to  acquire
   program  rights,  and  production costs  associated  with
   developed   programming.    Production   costs    consist
   primarily of subcontracted production services,  salaries
   and  costs  of  talent.  Capitalized production costs are
   amortized  using  an accelerated method over three years.
   Television program rights acquired under license agreements
   are recorded  as assets  at  the  gross  value of the related
   liabilities upon execution of the  contract.  The rights are
   amortized  using accelerated methods over the  lesser  of
   three  years  or  the  term of the  applicable  contract.
   Television  program costs are evaluated periodically  and
   written  down to net realizable value when  there  is  an
   indication that the carrying value is impaired.

   Program  costs  classified as current assets  represent
   the  total  amount  estimated to be  amortized  within  a
   year.   Program  rights liabilities due to licensers  are
   classified  as  current or long-term in  accordance  with
   the payment terms.

   Accumulated  amortization of television program  assets
   totaled  $4,551,447 and $7,720,357 at December  31,  1995
   and  1996.   Amortization expense of  television  program
   assets  is included with programming expenses and totaled
   $2,864,775   and   $4,281,470   for   1995   and    1996,
   respectively.

  (f) Launch Incentive Fees
   Launch  incentive fees are paid to cable affiliates  in
   connection  with  their carriage of the  Television  Food
   Network.  The incentives are amortized over the  term  of
   the  affiliate  agreements.  The related amortization  is
   included   in   marketing  and  selling  costs   in   the
   statements of operations.

   The Partnership has commitments for payments in 1997 to
   certain  cable  affiliates for launch incentive  fees  of
   approximately  $8,400,000 for systems that  are  expected
   to launch during 1997.  See note 11.
(g) Property and Equipment
   Property   and   equipment   are   stated   at   cost.
   Expenditures for maintenance and repairs are  charged  to
   expense  as  incurred.   The  Partnership  provides   for
   depreciation  using  the straight-line  method  over  the
   following estimated useful lives:

       Leasehold improvements                 4 years
       Furniture and fixtures                 3 - 10 years
       Broadcast equipment                    5 - 15 years

  (h) Intangible Assets
   Intangible  assets  consist  of  purchased  must  carry
   rights,  network  identification costs, and  organization
   costs   which   are  stated  at  cost.   The  Partnership
   provides   for   amortization,  using  the  straight-line
   method over thirty six to ninety six months.

   (i) Long-Lived Assets
   The   Company  reviews  its  long-lived   assets   for
   impairment  whenever events or changes  in  circumstances
   indicate that the carrying amount of an asset may not  be
   recoverable.   If  it  is determined  that  the  carrying
   amount  of  an  asset  cannot  be  fully  recovered,   an
   impairment loss is recognized.

   (j) Deferred Income
   Deferred income consists of under-delivered advertising
   which  is  recorded as income as the Partnership  re-runs
   or   otherwise  "makes  good"  on  the  delivery  of  the
   advertising to the customer.

  (k) Income Taxes
   In   accordance   with   Internal   Revenue   Service
   regulations, the Partnership's profits and losses  become
   those  of  the  individual partners and, accordingly,  no
   income  taxes  or  tax  benefit  are  reflected  in   the
   Partnership's financial statements.

   (l) Financial Instruments
   Financial  instruments  of the Partnership  consist  of
   cash and cash equivalents, investment securities held  to
   maturity,  accounts receivable, accounts  payable  and  a
   note  payable  to a related party.  The carrying  amounts
   of  these  financial instruments approximate  their  fair
   value.

   (m) Advertising Costs
   The   Partnership  expenses  media   advertising   and
   advertising  promotion  expense  as  incurred.   For  the
   years  ended  December  31,  1994,  1995,  and  1996  the
   Company  incurred  advertising expense  of  approximately
   $1,200,000, $1,600,000, and $2,600,000, respectively.

  (n) Unaudited Interim Consolidated Financial Statements
   The consolidated financial statements as of and for the
   six  months ended June 30, 1996 and 1997 are unaudited;
   however,  they  include  all adjustments  (consisting  of
   normal  recurring  adjustments) considered  necessary  by
   management  for  a  fair presentation  of  the  financial
   position  and  results of operations for  these  periods.
   The  results  of operations for interim periods  are  not
   necessarily  indicative  of  the  results  that  may   be
   expected for the entire year.
(3) Funding of Future Operations
  The  Partnership has incurred significant operating losses
  from   its   inception  through  December  31,  1996   and
  Management  believes that operating losses  will  continue
  to  be  significant during 1997 and 1998.   As  such,  the
  Partnership  has  relied  on  Class  A  Partners   capital
  contributions  to  fund its operations  and  is  dependent
  upon  the continuing commitment of its partners to provide
  necessary capital.

  Management's  plans to fund future operations  consist  of
  drawing  on  the resources and commitments of its  current
  Class  A partners, primarily A.H. Belo Corporation as  the
  acquirer  of PJC, to make additional capital contributions
  sufficient to provide adequate working capital until  such
  time   as   working  capital  is  derived  entirely   from
  operations.  See note 11.

(4) Property and Equipment
  Property  and  equipment  consists  of  the  following  at
  December 31, 1995 and 1996:
1995            1996
Equipment                     $ 3,644,988     $ 4,107,471
    Furniture and fixtures          1,572,143       1,943,769
    Leasehold improvements          1,784,341       1,731,536

                                    7,001,472       7,782,776

    Less accumulated depreciation 
       and amortization             2,271,361       3,637,633

                                  $ 4,730,111     $ 4,145,143
Depreciation  expense  on property and  equipment  totaled
  $981,270,  $1,283,345, and $1,366,272 for the years  ended
  December 31, 1994, 1995 and 1996, respectively.

 (5) Intangible Assets
  Intangible  assets  consist of the following  at  December
  31, 1995 and 1996:
1995              1996
Organization costs             $    370,327     $    370,327
  Network identification costs        243,912          196,877
  Purchased must carry rights       4,300,000        4,300,000

                                    4,914,239        4,867,204
  Less accumulated amortization       364,031          912,248

                                 $  4,550,208     $  3,954,956
Amortization  of intangible assets charged  to  operations
  totaled $76,880, $251,690 and $792,129 in 1994, 1995,  and
  1996, respectively.

  During  1995, the Partnership committed to pay  $4,300,000
  to  a  New Jersey television station to waive their  right
  to  be  carried on a cable system in New York City,  thus,
  opening  a  channel on this cable system for the  carriage
  of  TVFN.   The  total commitment of $4,300,000  has  been
  recorded  as  an intangible asset.  In 1996, $500,000  was
  paid  toward this commitment and the remaining  $2,550,000
  is  to be paid in annual installments of $425,000 over the
  next six years.
(6) Related Party Transactions
   (a) Transactions with Partners
   As discussed in note 1, certain partners have agreed to
   provide   carriage   of  the  TVFN   channel   to   their
   subscribers  in exchange for partnership  interests.   As
   of  December  31,  1996, carriage was being  provided  to
   approximately   13,700,000   subscribers   under    these
   arrangements.   Each  partner  has  also   entered   into
   noncompetition  agreements with the  Partnership  whereby
   they  have  agreed  not to participate  in  any  business
   venture related to, or competitive with, the business  of
   the Partnership.

   (b) Pacesetter Communications, Inc. (PCI)
   The  Partnership  has agreed to pay  an  amount  up  to
   $950,000   per  year  to  PCI  for  management  personnel
   expenses,   including  benefits,   which   expenses   are
   incurred  in  connection  with  the  management  of   the
   Partnership.    Such   amount  is   subject   to   annual
   percentage   increases  as  approved  by  the  Management
   Committee.   Amounts  incurred by the  Partnership  under
   this  arrangement for the period ended December 31,  1994
   and  1995,  totaled approximately $906,000 and  $911,000,
   respectively.   There  were  no  transactions  with   PCI
   during  1996  and there were no amounts owed at  December
   31, 1995 and 1996.

   (c) The Providence Journal Company
   During  the year ended December 31, 1994, 1995  and
   1996,   the  Partnership  paid  The  Providence   Journal
   Company $150,000, $85,000 and $85,000, respectively,  for
   administrative   and   accounting   services.     Certain
   employees  of  The  Providence Journal  Company,  through
   CPMCO,  assist in managing operations of the Partnership.
   The   Partnership  does  not  reimburse  The   Providence
   Journal  Company for any related salaries.  Amounts  owed
   to  The Providence Journal Company for administrative and
   accounting services totaled $7,083 at December  31,  1995
   and 1996.

   The  Partnership entered into a sub-lease agreement
   with The Providence Journal Company for the use of one C-
   band  primary  transponder.  The lease is effective  from
   March  1994  through  March 1999 and  calls  for  monthly
   lease  payments which decrease as The Providence  Journal
   Company  adds  additional leasees.  Rental expense  under
   this  lease  totaled $1,700,000, $1,090,000 and  $960,000
   in  1994,  1995, and 1996, respectively.  Lease  payments
   owed  to  The Providence Journal Company totaled $180,000
   and   $160,000   at   December   31,   1995   and   1996,
   respectively.

   On  December  20,  1996, the Partnership  signed  a
   demand  note  payable to The Providence  Journal  Company
   for  up to $5,000,000.  Under the terms of the Note,  the
   Partnership  can  borrow  up  to  $5,000,000   from   The
   Providence  Journal Company.  Interest on the outstanding
   balance  of  the  Note  is  payable  monthly  at   prime,
   commencing  January 31, 1997.  As of December  31,  1996,
   $1,500,000  was outstanding and through February 1997, the
   Partnership borrowed an additional $2,500,000.

   (d) "Lets Make Sure Everybody Eats Foundation, Inc."
   On  April 15, 1994, the Partnership entered into  a
   trust  agreement  with  a member  of  management  and  an
   employee  of  The  Providence  Journal  Company  for  the
   formation  of "Lets Make Sure Everybody Eats  Foundation,
   Inc."   The Partnership's capacity in this trust is  that
   of a donor.

   The  Partnership  entered into a related  agreement
   with  several  charitable  organizations  to  produce  an
   annual   Lets   Make   Sure   Everybody   Eats   Telethon
   (Telethon).   The  Partnership has  the  option,  in  any
   given   year,  to  cancel  production  of  the  Telethon.
   During  1994 and 1995, the Partnership incurred costs  of
   approximately  $555,000  and $825,000,  respectively,  in
   conjunction  with the Telethon.  These  costs  have  been
   included   in  operating  expenses  in  the  accompanying
   statement  of  operations.  No Telethon was  produced  in
   1996.
(7) Accrued Expenses
  Accrued  expenses  consist of the  following  at  December
  31,1995 and 1996:
1995            1996
Salaries and wages                    $ 140,011      $ 605,672
    Employee benefits and payroll taxes      21,483        282,213
    Sales taxes                                 -          443,953
    Other                                       -          226,000

                                          $ 161,494      $1,557,838
(8) Operating Leases
  The   Partnership  has  certain  noncancelable   operating
  leases  with  renewal options for studio and office  space
  and   equipment.   Future  minimum  lease  payments  under
  noncancelable  operating  leases,  including  leases  with
  related  parties  (see note 6), are due in  the  following
  years:

        1997                                   $1,934,543
        1998                                    1,142,213
        1999                                      343,290
        2000                                      101,212
        2001  and  thereafter                     226,110

  Rental  expense  for  the years ended December  31,  1994,
  1995  and  1996  was approximately $2,087,000,  $1,877,000
  and  $1,929,000, respectively.  At December 31, 1994, 1995
  and   1996,  the  Partnership  has  a  letter  of   credit
  commitment in an amount of $750,000 in support  of  leased
  studio space.

(9) Investment
  On  November 18, 1996, the Partnership and EMG  Worldwide,
  Inc.   ("EMG")   entered  into  an   operating   agreement
  resulting  in  the  formation of Chef  Events  LLC  ("Chef
  Events").   Chef  Events is 90% owned by  the  Partnership
  and 10% owned by EMG and was initially capitalized with  a
  $400,000  cash  contribution  by  the  Partnership  and  a
  $45,000  property  contribution by EMG.   The  Partnership
  subsequently contributed an additional $300,000  to  cover
  sign-on  bonuses  to the management of Chef  Events.   The
  results  of Chef Events' operations have been consolidated
  with  the  Partnership  and  the  10%  owned  by  EMG   is
  reflected  in  these consolidated financial statements  as
  minority interest.

(10) Commitments
  The  Partnership has agreements with one of its  employees
  and   one  of  its  contracted  celebrity  representatives
  pursuant  to  which they may receive future cash  payments
  through  the year 2001 based on the attainment  of  future
  goals  or  increases in the value of the Partnership.   At
  December  31,  1996,  approximately $200,000  was  payable
  pursuant   to  these  agreements;  however,  the   amounts
  ultimately payable may increase through the year 2001.

(11) Subsequent Event (unaudited)
  On  September  4,  1997, A. H. Belo  agreed  to  sell  its
  interest  in  TVFN  to The E. W. Scripps  Co.  ("Scripps").
  Pursuant to this merger, Scripps will replace A.  H.  Belo
  as the significant partner of the Partnership.  Management's
  plans to fund the operations of the Partnership will be
  unaffected as Scripps will replace A. H. Belo as the
  Partnership's primary source of operating capital.

  On March 28, 1997, TVFN was launched on DIRECTV.  TVFN accrued
  $7,600,000 related to launch incentive and advertising fees,
  which is included in launch incentives payable at June 30, 1997.
  Launch incentive costs have been capitalized and are being 
  amortized over the five year term of the carriage agreement.
THE E. W. SCRIPPS COMPANY
                                   
               INDEX TO PRO FORMA FINANCIAL INFORMATION
                                   
                                   
     
     Pro Forma Balance Sheet as of June 30, 1997               P-2
     Pro Forma Statement of Income for the Six 
         Months Ended June 30, 1997                            P-3
     Pro Forma Statement of Income for the Year 
         Ended December 31, 1996                               P-4
     Notes to Pro Forma Financial Information                  P-5
PRO FORMA BALANCE SHEET  (UNAUDITED)                                                                                            
AS OF JUNE 30, 1997
( in thousands )                                                                                                                

                                                                    ----- As Reported -------            Pro             Pro      
                                                                                 Harte-Hanks             Forma          Forma as
                                                              Scripps      Newspapers   Television    Adjustments       Adjusted
ASSETS                                                                                                                          
Current Assets:                                                                                                                 
     Cash and cash equivalents                            $      13,794 $       1,669 $        615                  $     16,078
     Short-term investments                                      33,389                            $    (33,389)  D              
     Accounts and notes receivable                              176,484        12,926        5,542                       194,952
     Program rights and production costs                         29,979                      1,172                        31,151
     Inventories                                                 12,705         4,203           21                        16,929
     Subscriber acquisition costs                                 9,731                                                    9,731
     Deferred income taxes                                       25,134           783          173        (956)   E       25,134
     Miscellaneous                                               33,303         1,166          312                        34,781
     Total current assets                                       334,519        20,747        7,835     (34,345)          328,756
Investments                                                      66,067                                                   66,067
Property, Plant and Equipment                                   426,267        32,952        7,612       18,700   C      485,531
Goodwill and Other Intangible Assets                            581,170       126,343       47,701      541,756   C    1,296,970
Other Assets:                                                                                                                   
     Program rights and production costs                         25,330                      1,692                        27,022
     Subscriber acquisition costs                                49,046                                                   49,046
     Receivable from Harte-Hanks                                              135,377       36,637    (172,014)   B             
     Miscellaneous                                               19,961            77          190                        20,228
     Total other assets                                          94,337       135,454       38,519    (172,014)           96,296
TOTAL ASSETS                                              $   1,502,360 $     315,496 $    101,667 $    354,097     $  2,273,620
                                                                                                                                
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                            
Current Liabilities:                                                                                                            
    Current portion of long-term debt                     $      90,040                            $    156,926   D $    246,966
    Accounts payable                                             53,860 $       2,137 $      1,815                        57,812
    Customer deposits and unearned revenue                       33,905         3,703                                     37,608
    Accrued liabilities:                                                                                                        
        Employee compensation and benefits                       32,764         3,168          764                        36,696
        Subscriber acquisition costs                             40,357                                                   40,357
        Miscellaneous                                            45,298         1,553          123                        46,974
    Total current liabilities                                   296,224        10,561        2,702      156,926          466,413
Deferred Income Taxes                                            69,998         5,403        1,826      (7,229)   E       69,998
Long-Term Debt                                                   31,819                                 600,000   D      631,819
Other Long-Term Obligations and Minority Interests              102,105            20        1,051                       103,176
Stockholders' Equity                                          1,002,214       299,512       96,088    (395,600)        1,002,214
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $   1,502,360 $     315,496 $    101,667 $    354,097     $  2,273,620
                                                                                                                                
See notes to pro forma financial information.
PRO FORMA BALANCE SHEET  (UNAUDITED)                                                                          
AS OF JUNE 30, 1997
( in thousands )                                                                                              
                                              Pro        Sale of      TV Food         Pro               Pro
                                            Forma as   Harte-Hanks    Network        Forma            Forma as
                                            Adjusted   Television   As Reported   Adjustments         Adjusted
ASSETS                                                                                                        
Current Assets:                                                                                               
     Cash and cash equivalents             $   16,078 $     70,997 $      9,362 $    (71,681)  D $      24,825
     Short-term investments                                               3,417                          3,417
     Accounts and notes receivable            194,952      (5,542)        3,168                        192,578
     Program rights and production costs       31,151      (1,172)        4,035                         34,014
     Inventories                               16,929         (21)           98                         17,006
     Subscriber acquisition costs               9,731                     3,638       (3,638)  C         9,731
     Deferred income taxes                     25,134                                                   25,134
     Miscellaneous                             34,781        (312)          661                         35,130
     Total current assets                     328,756       64,019       24,379      (75,319)          341,835
Investments                                    66,067      133,231                  (133,231)  C        66,067
Property, Plant and Equipment                 485,531     (11,321)        4,034         3,651  C       481,895
Goodwill and Other Intangible Assets        1,296,970    (187,800)        3,616       117,671  C     1,230,457
Other Assets:                                                                                                 
     Program rights and production costs       27,022      (1,692)        2,308                         27,638
     Subscriber acquisition costs              49,046                     8,629       (8,629)  C        49,046
     Receivable from Harte-Hanks                                                                              
     Miscellaneous                             20,228        (190)                                      20,038
     Total other assets                        96,296      (1,882)       10,937       (8,629)           96,722
TOTAL ASSETS                               $2,273,620 $    (3,753) $     42,966 $    (95,857)    $   2,216,976
                                                                                                              
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                          
Current Liabilities:                                                                                          
    Current portion of long-term debt      $  246,966                           $    (71,681)  D $     175,285
    Accounts payable                           57,812 $    (1,815) $      2,213                         58,210
    Customer deposits and unearned revenue     37,608                       841                         38,449
    Accrued liabilities:                                                                                      
        Employee compensation and benefits     36,696        (764)          534                         36,466
        Subscriber acquisition costs           40,357                    10,997                         51,354
        Miscellaneous                          46,974        (123)          290                         47,141
    Total current liabilities                 466,413      (2,702)       14,875      (71,681)          406,905
Deferred Income Taxes                          69,998                                                   69,998
Long-Term Debt                                631,819                                                  631,819
Other Long-Term Obligations and               103,176      (1,051)        2,187         1,728 C,F      106,040
Minority Interests
Stockholders' Equity                        1,002,214                    25,904      (25,904)        1,002,214
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,273,620 $    (3,753) $     42,966 $    (95,857)    $   2,216,976
                                                                                                              
See notes to pro forma financial information.
PRO FORMA INCOME STATEMENT  (UNAUDITED)                                                                                         
FOR THE SIX MONTHS ENDED JUNE 30, 1997
( in thousands )                                                                                                                
                                                                  ------- As Reported ---------          Pro             Pro      
                                                                                Harte-Hanks             Forma           Forma as
                                                              Scripps      Newspapers   Television    Adjustments       Adjusted
Operating Revenues                                        $     596,222 $      62,517 $     13,512                  $    672,251
                                                                                                                                
Operating Expenses:                                                                                                             
    Employee compensation and benefits                          191,186        21,407        4,291 $      (161)   B      216,723
    Newsprint and ink                                            57,767         8,209                                     65,976
    Program, production and copyright costs                      42,815                        863                        43,678
    Other operating expenses                                    142,680        12,879        2,222                       157,781
    Depreciation                                                 25,894         2,025          500          850   C       29,269
    Amortization of intangible assets                             9,668         2,318          874        5,831   C       18,691
    Total operating expenses                                    470,010        46,838        8,750        6,520          532,118
                                                                                                                                
Operating Income                                                126,212        15,679        4,762      (6,520)          140,133
                                                                                                                                
Other Credits (Charges):                                                                                                        
    Interest expense                                            (5,050)                                (22,512)   D     (27,562)
    Miscellaneous, net                                              481          (26)                     (630)   D        (175)
    Net other credits (charges)                                 (4,569)          (26)                  (23,142)         (27,737)
                                                                                                                                
Income Before Taxes and Minority Interests                      121,643        15,653        4,762     (29,662)          112,396
Provision for Income Taxes                                       51,205         7,015        2,110     (11,347)   E       48,983
                                                                                                                                
Income Before Minority Interests                                 70,438         8,638        2,652     (18,315)           63,413
Minority Interests                                                1,836                                                    1,836
                                                                                                                                
Net Income                                                $      68,602 $       8,638 $      2,652 $   (18,315)     $     61,577
                                                                                                                                
                                                                                                                                
Weighted-average shares outstanding                              80,937                                                   80,937
                                                                                                                                
Net income per share of common stock                               $.85                                                     $.76
                                                                                                                                
See notes to pro forma financial information.
PRO FORMA INCOME STATEMENT  (UNAUDITED)                                                                       
FOR THE SIX MONTHS ENDED JUNE 30, 1997
( in thousands )                                                                                              
                                              Pro        Sale of      TV Food         Pro              Pro
                                            Forma as   Harte-Hanks    Network        Forma           Forma as
                                            Adjusted   Television   As Reported   Adjustments        Adjusted
Operating Revenues                      $     672,251 $   (13,512) $      9,480                  $     668,219
                                                                                                              
Operating Expenses:                                                                                           
    Employee compensation and benefits        216,723      (4,241)        7,349                        219,831
    Newsprint and ink                          65,976                                                   65,976
    Program, production and copyright costs    43,678        (863)        2,427                         45,242
    Other operating expenses                  157,781      (2,222)        9,134                        164,693
    Depreciation                               29,269        (681)          752           228  C        29,568
    Amortization of intangible assets          18,691      (2,348)          339         2,142  C        18,824
    Total operating expenses                  532,118     (10,355)       20,001         2,370          544,134
                                                                                                              
Operating Income                              140,133      (3,157)     (10,521)       (2,370)          124,085
                                                                                                              
Other Credits (Charges):                                                                                      
    Interest expense                         (27,562)                     (256)         2,124  D      (25,694)
    Miscellaneous, net                          (175)                       127                           (48)
    Net other credits (charges)              (27,737)                     (129)         2,124         (25,742)
                                                                                                              
Income Before Taxes and Minority Interests    112,396      (3,157)     (10,650)         (246)           98,343
Provision for Income Taxes                     48,983      (1,496)                    (3,844)  E        43,643
                                                                                                              
Income Before Minority Interests               63,413      (1,661)     (10,650)         3,598           54,700
Minority Interests                              1,836                       (5)         (846)  F           985
                                                                                                              
Net Income                              $      61,577 $    (1,661) $   (10,645) $       4,444    $      53,715
                                                                                                              
                                                                                                              
Weighted-average shares outstanding            80,937                                                   80,937
                                                                                                              
Net income per share of common stock             $.76                                                     $.66
                                                                                                              
See notes to pro forma financial information.
PRO FORMA INCOME STATEMENT  (UNAUDITED)                                                                                         
FOR THE YEAR ENDED DECEMBER 31, 1996
( in thousands )                                                                                                                
                                                                 ---- As Reported ----------           Pro                Pro
                                                                                 Harte-Hanks          Forma             Forma as
                                                              Scripps      Newspapers   Television  Adjustments         Adjusted
Operating Revenues                                        $   1,121,858 $     124,313 $     26,100                  $  1,272,271
                                                                                                                                
Operating Expenses:                                                                                                             
    Employee compensation and benefits                          360,697        41,023        8,361 $      (310)   B      409,771
    Newsprint and ink                                           123,390        19,957                                    143,347
    Program, production and copyright costs                      88,990                      1,347                        90,337
    Other operating expenses                                    273,553        25,515        4,619                       303,687
    Depreciation                                                 49,528         3,927        1,044        1,780   C       56,279
    Amortization of intangible assets                            19,849         4,637        1,748       11,660   C       37,894
    Total operating expenses                                    916,007        95,059       17,119       13,130        1,041,315
                                                                                                                                
Operating Income                                                205,851        29,254        8,981     (13,130)          230,956
                                                                                                                                
Other Credits (Charges):                                                                                                        
    Interest expense                                            (9,629)                       (20)     (44,945)   D     (54,594)
    Net gains and unusual items                                  21,531                                                   21,531
    Miscellaneous, net                                            1,834            32                     (123)   D        1,743
    Net other credits (charges)                                  13,736            32         (20)     (45,068)         (31,320)
                                                                                                                                
Income from Continuing Operations                                                                                               
    Before Taxes and Minority Interests                         219,587        29,286        8,961     (58,198)          199,636
Provision for Income Taxes                                       86,011        13,005        4,000     (22,260)   E       80,756
                                                                                                                                
Income from Continuing Operations                                                                                               
    Before Minority Interests                                   133,576        16,281        4,961     (35,938)          118,880
Minority Interests                                                3,436                                                    3,436
                                                                                                                                
Income From Continuing Operations                               130,140        16,281        4,961     (35,938)          115,444
Income From Discontinued Operation - Cable Television            27,263                                                   27,263
                                                                                                                                
Net Income                                                $     157,403 $      16,281 $      4,961 $   (35,938)     $    142,707
                                                                                                                                
                                                                                                                                
Weighted-average shares outstanding                              80,401                                                   80,401
                                                                                                                                
Per Share of Common Stock:                                                                                                      
     Income from continuing operations                            $1.62                                                    $1.44
                                                                                                                                
     Net income                                                   $1.96                                                    $1.77
                                                                                                                                
See notes to pro forma financial information.
PRO FORMA INCOME STATEMENT  (UNAUDITED)                                                                       
FOR THE YEAR ENDED DECEMBER 31, 1996
( in thousands )                                                                                              
                                              Pro        Sale of      TV Food         Pro              Pro
                                            Forma as   Harte-Hanks    Network        Forma           Forma as
                                            Adjusted   Television   As Reported   Adjustments        Adjusted
Operating Revenues                      $   1,272,271 $   (26,100) $     13,405                  $   1,259,576
                                                                                                              
Operating Expenses:                                                                                           
    Employee compensation and benefits        409,771      (8,268)       12,475                        413,978
    Newsprint and ink                         143,347                                                  143,347
    Program, production and copyright costs    90,337      (1,347)        4,281                         93,271
    Other operating expenses                  303,687      (4,619)       13,739                        312,807
    Depreciation                               56,279      (1,363)        1,366 $         456  C        56,738
    Amortization of intangible assets          37,894      (4,695)          792         3,945  C        37,936
    Total operating expenses                1,041,315     (20,292)       32,653         4,401        1,058,077
                                                                                                              
Operating Income                              230,956      (5,808)     (19,248)       (4,401)          201,499
                                                                                                              
Other Credits (Charges):                                                                                      
    Interest expense                         (54,594)           20                      3,486  D      (51,088)
    Net gains and unusual items                21,531                                                   21,531
    Miscellaneous, net                          1,743                       273                          2,016
    Net other credits (charges)              (31,320)           20          273         3,486         (27,541)
                                                                                                              
Income from Continuing Operations                                                                             
    Before Taxes and Minority Interests       199,636      (5,788)     (18,975)         (915)          173,958
Provision for Income Taxes                     80,756      (2,787)                    (7,031)  E        70,938
                                                                                                              
Income from Continuing Operations                                                                             
    Before Minority Interests                 118,880      (3,001)     (18,975)         6,116          103,020
Minority Interests                              3,436                      (39)       (1,504)  F         1,893
                                                                                                              
Income From Continuing Operations             115,444      (3,001)     (18,936)         7,620          101,127
Income From Discontinued Operation -           27,263                                                   27,263
Cable Television                                                                                               
                                                                                                              
Net Income                              $     142,707 $    (3,001) $   (18,936) $       7,620    $     128,390
                                                                                                              
                                                                                                              
Weighted-average shares outstanding            80,401                                                   80,401
                                                                                                              
Per Share of Common Stock:                                                                                    
     Income from continuing operations          $1.44                                                    $1.26
                                                                                                              
     Net income                                 $1.77                                                    $1.60
                                                                                                              
See notes to pro forma financial information.
NOTES TO PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

A.   Basis of Presentation

The unaudited pro forma financial information presented herein gives
effect to The E. W. Scripps Company's (the "Company") acquisition of
the newspaper and broadcast operations of Harte-Hanks Communications
(the "HHC Newspaper and HHC Broadcast Operations," respectively), the
subsequent sale of the HHC Broadcast Operations to certain subsidiaries 
of A.H. Belo Corporation ("Belo") for $75 million in cash and Belo's 
approximate 58% controlling interest in The Television Food 
Network ("TVFN," a 24-hour cable television network), and additional 
borrowings incurred by the Company in connection with such 
transactions (collectively referred to hereinafter as the 
"Transactions").  The Pro Forma Income Statements for the 
six months ended June 30, 1997, and for the year ended December 31, 1996, 
reflect adjustments as if the Transactions had occurred at the 
beginning of the periods.  The Pro Forma Balance Sheet as of 
June 30, 1997, reflects adjustments as if the Transactions had
occurred as of that date.

The acquisition of the HHC Newspaper Operations and TVFN will be
accounted for using the purchase method of accounting.  Accordingly,
assets acquired and liabilities assumed will be recorded at their
estimated fair values.  The estimated fair values presented in the
accompanying pro forma financial information are based upon
preliminary estimates, and are subject to further adjustment based on
appraisals and other analyses.  Management does not expect that the
final allocation of the purchase price will differ materially from the
allocations set forth in the pro forma financial information presented
herein.

The pro forma adjustments are based upon available information and
assumptions that management believes are reasonable.  The Pro Forma
Balance Sheet and Income Statements do not purport to present the
financial position or results of operations of the Company had the
Transactions occurred on the dates specified, nor are they necessarily
indicative of the results of operations that may be achieved in
the future.  The Pro Forma Income Statements do not reflect any
adjustments for synergies or cost savings that management expects to
realize.  No assurances can be made as to the amount of cost savings
or revenue enhancement, if any, that actually will be realized.

The pro forma financial information should be read in conjunction with
the consolidated financial statements and related notes included in
the Company's Annual Report on Form 10-K for the year ended December
31, 1996, and Quarterly Report on Form 10-Q for the period ended June
30, 1997, and the financial statements and notes thereto of the HHC
Newspaper Operations, the HHC Broadcast Operations, and TVFN included
in this Current Report on Form 8-K.  Certain amounts in the HHC
Newspaper Operations, HHC Broadcast Operations and TVFN financial
statements have been reclassified to conform to the Company's
classifications.

B.   Assets Not Acquired and Liabilities Not Assumed

The HHC Newspaper and Broadcast Operations' intercompany receivables 
will not be acquired by the Company, and the Company will not
assume obligations related to the HHC Newspaper and Broadcast
Operations' stock option plans.  Therefore, the Pro Forma Balance
Sheet and Pro Forma Income Statements have been adjusted to remove
these amounts from the historical financial position and results of
operations of the HHC Newspaper and Broadcast Operations.
C.   Description of Consideration and Fair Value Adjustments

The pro forma cost of the Transactions has been allocated to assets
acquired and liabilities assumed at their estimated fair values as
follows:
( in thousands )                                                                                                     Net
                                                                                     Sale of                       Pro Forma  
                                             Harte-Hanks   Harte-Hanks               Harte-Hanks          TV        Cost of   
                                             Newspapers     Television     Total     Television          Food     Transactions
Purchase price                                $  575,000 $     200,000 $    775,000 $  (200,000)     $    125,000 $    700,000
Estimated working capital adjustment               9,403         4,912       14,315      (4,912)            7,300       16,703
Estimated fees and expenses                        1,000                      1,000                         1,000        2,000
Pro forma cost of the acquisition                585,403       204,912      790,315    (204,912)          133,300      718,703
                                                                                                                              
Net tangible book value of assets acquired       173,169        48,387      221,556     (48,387)           10,832      184,001
Intercompany balances not acquired             (135,377)      (36,637)    (172,014)       36,637                     (135,377)
Book value of net tangible assets                 37,792        11,750       49,542     (11,750)           10,832       48,624
Estimated fair value adjustments                  21,611         5,362       26,973      (5,362)           23,958       45,569
Estimated fair value of net tangible and                                                                                      
     identifiable intangible assets acquired      59,403        17,112       76,515     (17,112)           34,790       94,193
                                                                                                                              
Excess of cost over fair value of net assets  $  526,000 $     187,800 $    713,800 $  (187,800)     $     98,510 $    624,510
acquired
The estimated fair value adjustments consist of the following:
( in thousands )                                                                           Sale of                 Net Pro Forma
                                               Harte-Hanks   Harte-Hanks                 Harte-Hanks        TV        Cost of     
                                               Newspapers     Television     Total       Television        Food    Transactions
Step-up of property, plant and equipment to     $   14,991 $       3,709 $     18,700 $     (3,709)     $    3,651 $     18,642
   fair value
Customer lists and carriage contracts                2,000                      2,000                       19,976       21,976
Reduce long-term obligations to fair value                                                                     331          331
Deferred income tax adjustment                       4,620         1,653        6,273       (1,653)                       4,620
Total estimated fair value adjustments          $   21,611 $       5,362 $     26,973 $     (5,362)     $   23,958 $     45,569
Property, plant and equipment will be depreciated on a straight-line
basis over lives averaging approximately eight years. Newspaper
customer lists will be amortized on a straight-line basis over lives
averaging approximately 10 years.  TVFN carriage contracts will be
amortized based on the percentage of the current period's subscriber
revenue to estimated total subscriber revenue over the terms of the
contracts, or for contracts which do not require payment of subscriber
fees, on a straight-line basis over the lives of the contracts, which
average approximately 4 years.

The excess of cost over the fair value of the net tangible and
identifiable intangible assets acquired will be allocated to goodwill.
Goodwill will be amortized on a straight-line basis over 40 years.

The Pro Forma Income Statements give effect to the periodic
depreciation and amortization that would have resulted during the
periods presented.
D.   Borrowings and Interest Expense

In connection with the Transactions the Company expects to issue
$100 million of five-year and $100 million of ten-year notes.   
The amount and mix of the five-year and ten-year notes may be
adjusted based upon market conditions.  The Company also expects
to replace its existing $50 million variable rate credit facilities 
with Competitive Advance and Revolving Credit Facility 
Agreements (the "Variable Rate Credit Facilities") which 
collectively will permit aggregate borrowings up to $800 million.
The Variable Rate Credit Facilities will be comprised of two 
unsecured lines, one limited to $400 million principal amount 
maturing in one year, and the other limited to $400 million 
principal amount maturing in five years.  Borrowings under 
the Variable Rate Credit Facilities will be available on a 
committed revolving credit basis at any of three short-term 
rates (including the prime rate) or through an auction procedure 
at the time of each borrowing allowing banks to offer lower rates.
The Variable Rate Credit Facilities may also be used by the Company 
in whole or in part, in lieu of direct borrowings, as credit support 
for a commercial paper program to be established by the Company.

Cash received in the sale of the HHC Broadcast Operations will be
used to reduce outstanding borrowings.  The Transactions will also
be funded in part with the Company's existing cash and short-term
investments.  Based upon the pro forma cost of the Transactions,
the Company would have borrowed approximately $485 million under
the Variable Rate Credit Facilities if the acquisition had been
completed as of June 30, 1997.  Pro forma borrowings at June 30,
1997, are as follows:
( in thousands )
Variable Rate Credit Facilities                                                       $    485,314
Five-year and ten-year notes to be sold                                                    200,000
6.17% note, due in 1997                                                                     90,000
7.375% notes, due in 1998                                                                   29,706
Other notes                                                                                  2,153
Total pro forma borrowings                                                            $    807,173
The Pro Forma Income Statements give effect to the interest charges
that would have been incurred during the periods presented, assuming a
weighted average interest rate of 6.5% on the notes and a weighted average
borrowing rate of approximately 5.65% on the Variable Rate Credit
Facilities.  The Pro Forma Income Statements also give effect to the
lower investment income that would have been earned during the periods
presented, based upon the Company's actual yields on its cash balances
and investment portfolio during those periods.

E.   Income Taxes

The Pro Forma Income Statements have been adjusted to reflect the
amount of income taxes that would have been incurred had the
Transactions been completed at the beginning of the periods presented.
In accordance with Internal Revenue Service regulations, TVFN losses
are reported on the tax returns of the partners.  Therefore, the
income tax adjustment does not include tax benefits for TVFN losses
that would be reported on the tax returns of minority partners.

The estimated fair value of the assets acquired and liabilities
assumed for financial reporting purposes will not differ materially
from their respective tax bases.  Therefore, the Pro Forma Balance
Sheet has been adjusted to remove the deferred income tax assets and
liabilities from the historical financial position of the HHC
Newspaper and Broadcast Operations.

F.   Minority Interest

The Pro Forma Income Statements and Pro Forma Balance Sheet have 
been adjusted to reflect the minority share of TVFN results of 
operations and the minority interest in the net assets of TVFN.
THE E. W. SCRIPPS COMPANY
                              
                      INDEX TO EXHIBITS
                              
                              

Acquisition Agreement, Dated as of May 16, 1997 by and
  between The E. W. Scripps Company and Harte-Hanks 
  Communications, Inc.                                            E-2
Exchange Agreement, Dated as of September 4, 1997, By and
  Among Belo Holdings Inc., Colony Cable Networks, Inc., 
  PJ Programming, Inc., BHI  Sub, Inc. and  
  The E. W. Scripps Company.                                      E-34
ACQUISITION AGREEMENT
                              
                  Dated as of May 16, 1997
                              
                       By and Between
                              
                              
                  THE E. W. SCRIPPS COMPANY
                              
                             and
                              
              HARTE-HANKS COMMUNICATIONS, INC.
TABLE OF CONTENTS

                                                             Page
                          ARTICLE I

                 Purchase and Sale of Shares

Section 1.1      Sale of Acquired Business                     E-6
Section 1.2      Purchase Price                                E-6
Section 1.3      Purchase Price Adjustment                     E-7
Section 1.4      Purchase Price Allocation                     E-8

                         ARTICLE II

                           Closing

Section 2.1      Time and Place                                E-8
Section 2.2      Delivery by Seller                            E-8
Section 2.3      Delivery by Buyer                             E-8

                         ARTICLE III

          Representations and Warranties of Seller

Section 3.1       Organization                                 E-9
Section 3.2       Capitalization                               E-9
Section 3.3       Authority                                    E-9
Section 3.4       Consents and Approvals; No Violations       E-10
Section 3.5       Acquired Business Financial Statements      E-10
Section 3.6       Litigation                                  E-10
Section 3.7       Employee Benefits                           E-11
Section 3.8       Absence of Certain Changes or Events        E-11
Section 3.9       No Violation of Law                         E-12
Section 3.10      Taxes                                       E-12
Section 3.11      Environmental Matters                       E-13
Section 3.12      Material Contracts                          E-14
Section 3.13      Brokers or Finders                          E-14
Section 3.14      Title to Assets                             E-14
Section 3.15      Condition of Assets                         E-14
Section 3.16      Employees                                   E-14
Section 3.17      Insurance                                   E-14
Section 3.18      FCC Licenses                                E-15
ARTICLE IV

           Representations and Warranties of Buyer

Section 4.1      Organization                                 E-15
Section 4.2      Authority                                    E-15
Section 4.3      Consents and Approvals; No Violations        E-16
Section 4.4      Litigation                                   E-16
Section 4.5      No Violation of Law                          E-16
Section 4.6      Sufficient Funds                             E-16
Section 4.7      Purchase for Investment                      E-16
Section 4.8      Brokers or Finders                           E-17
Section 4.9      Investigations                               E-17

                          ARTICLE V

                Covenants Pending the Closing

Section 5.1     Covenants of Seller with Respect to 
                  the Acquired Business                       E-17
Section 5.2     Covenants of Seller                           E-19
Section 5.3     Covenants of Buyer                            E-19
Section 5.4     Control of the Seller Stations                E-19

                         ARTICLE VI

                    Additional Agreements

Section 6.1      Reasonable Efforts                           E-20
Section 6.2      Access to Information                        E-20
Section 6.3      Legal Conditions to Purchase                 E-20
Section 6.4      Use of Names                                 E-20
Section 6.5      Intercompany Balances                        E-20
Section 6.6      Employee Matters; Seller Stock Plans         E-20
Section 6.7      Defense and Payment of Certain Claims        E-22
Section 6.8      Insurance                                    E-23
Section 6.9      Fees and Expenses                            E-23
Section 6.10     Taxes                                        E-23
Section 6.11     Sales and Transfer Taxes                     E-26
Section 6.12     Assignment of Contracts and Permits          E-26
Section 6.13     Notification                                 E-26
Section 6.14     Indemnity Relating to Certain Litigation; 
                   and Certain Benefits Liabilities           E-26

                         ARTICLE VII

                         Conditions

Section 7.1      Conditions to Each Party's Obligation to 
                   Effect the Closing                         E-28
Section 7.2      Conditions of Obligations of Buyer           E-28
Section 7.3      Conditions of Obligations of Seller          E-29
ARTICLE VIII

                  Termination and Amendment

Section 8.1      Termination                                  E-29
Section 8.2      Effect of Termination                        E-30
Section 8.3      Amendment                                    E-30
Section 8.4      Extension; Waiver                            E-30

                         ARTICLE IX

                        Miscellaneous

Section 9.1      Nonsurvival of Representations and 
                   Warranties                                 E-30
Section 9.2      Notices                                      E-31
Section 9.3      Interpretation                               E-32
Section 9.4      Counterparts                                 E-32
Section 9.5      Entire Agreement; No Third-Party 
                   Beneficiaries                              E-32
Section 9.6      Governing Law                                E-32
Section 9.7      Specific Performance                         E-32
Section 9.8      Publicity                                    E-32
Section 9.9      Assignment                                   E-32
Section 9.10     Further Assurances                           E-32
                              
                   Schedules and Exhibits

Seller Disclosure Schedule

Exhibit A  -                              Noncompetition Agreement
Exhibit B  -                       Television Financial Statements
Exhibit C  -                        Newspaper Financial Statements
ACQUISITION AGREEMENT

     ACQUISITION AGREEMENT (this "Agreement"), dated as of
May 16, 1997, by and between THE E. W. SCRIPPS COMPANY, an
Ohio corporation ("Buyer"), and HARTE-HANKS COMMUNICATIONS,
INC., a Delaware corporation ("Seller").

     WHEREAS, Buyer and Seller have entered into an
Agreement and Plan of Reorganization dated as of May 16,
1997 (the "Merger Agreement") providing for the merger (the
"Merger") of Seller into Buyer after Seller shall have
effected the Distribution (as defined in the Merger
Agreement);

     WHEREAS, in the event that the Merger Agreement is
terminated, Buyer desires to purchase, and Seller desires to
sell, substantially all of Seller's newspaper, television
and radio operations, on the terms and subject to the
conditions contained in this Agreement;

     NOW, THEREFORE, in consideration of the foregoing and
the respective representations, warranties, covenants and
agreements set forth herein, the parties hereto agree as
follows:

                          ARTICLE I

                Purchase and Sale of Business

     Section 1.1    Sale of Acquired Business.  Upon the
terms and subject to the conditions hereof, at the closing
of the transactions contemplated hereby (the "Closing"),
Seller will sell and assign to Buyer, and Buyer will
purchase and acquire from Seller, the Acquired Business.
The "Acquired Business" means and includes the assets,
liabilities, capital stock and interests reflected on the
Acquired Business Balance Sheet (as defined in Section 3.5),
as such assets and liabilities may have changed since the
date of the Acquired Business Balance Sheet, but in any
event shall include all of Seller's direct and indirect
right, title and interest in the assets used primarily in,
and all of Seller's liabilities and obligations (accrued,
absolute, contingent, undisclosed or otherwise) which are
primarily related to or have arisen or will arise from
Seller's newspaper, television and radio businesses,
including the ownership and operation of the newspapers
listed in Section 1.1 of the Seller Disclosure Schedule,
KENS-TV and KENS-AM.  The Acquired Business shall include
the following Subsidiaries of Seller (individually, a
"Acquired Subsidiary" and collectively, the "Acquired
Subsidiaries"): Independent Publishing Company, a South
Carolina corporation ("IPC"), Harte-Hanks Community
Newspapers, Inc., a Texas corporation ("Community
Newspapers"), and Harte-Hanks Television, Inc., a Delaware
corporation ("HHTV").  As used in this Agreement, the word
"Subsidiary" means, with respect to any party, any
corporation or other organization, whether incorporated or
unincorporated, of which (i) such party or any other
Subsidiary of such party is a general partner (excluding
partnerships the general partnership interests of which held
by such party and any Subsidiary of such party do not have a
majority of the voting interest in such partnership) or (ii)
securities or other interests having by their terms a
majority of the outstanding voting power with respect to
such corporation or other organization are directly or
indirectly owned or controlled by such party or by any one
or more of its Subsidiaries, or by such party and one or
more of its Subsidiaries.

     Section 1.2    Purchase Price.  The total consideration
(the "Purchase Price") for the Acquired Business will be the
sum of $775 million, plus or minus the positive or negative
amount of net working capital (current assets less current
liabilities) of the Acquired Business estimated by the chief
financial officer of Seller as the net working capital as of
the Closing Date pursuant to Section 7.2(c) (the "Cash
Payment"), plus Buyer's assumption of Seller's liabilities
included in the Acquired Business, plus or minus the
adjustment amount calculated pursuant to Section 1.3.  At
the Closing, Buyer will pay the Cash Payment to Seller by
wire transfer of immediately available funds.
Section 1.3    Purchase Price Adjustment.

          (a)  No later than 45 days after the Closing Date,
Seller shall deliver to Buyer a balance sheet of the
Acquired Business at the Closing Date (the "Closing Balance
Sheet").  The Closing Balance Sheet shall be prepared in
accordance with generally accepted accounting principles on
a basis consistent with the Acquired Business Financial
Statements (as defined below), except that the Closing
Balance Sheet will not include (i) any liabilities or
reserves in respect of Continuing Claims (as defined below),
(ii) will reflect all film contracts as long term assets and
all film contract payables as long term liabilities and
(iii) will not reflect as current liabilities the severance
obligations for Employees referenced in Section 6.6(a)
below.  To the extent that the net working capital (current
assets less current liabilities) of the Acquired Business as
shown on the Closing Balance Sheet is more or less than the
amount estimated by the chief financial officer of Seller as
the net working capital as of the Closing Date pursuant to
Section 7.2(c), Buyer shall pay to Seller, or Seller shall
pay to Buyer, the amount of such excess or shortfall,
respectively, by wire transfer of immediately available
funds within five days of the earlier to occur of
(i) acceptance by Buyer or (ii) the Neutral Auditors'
determination.

          (b)  After receipt of the Closing Balance Sheet,
Buyer shall have 20 days to review the Closing Balance
Sheet, together with the workpapers used in the preparation
thereof.  Representatives of Buyer and Seller shall be given
access to all work papers, books, records and other
information related to the preparation of the Closing
Balance Sheet to the extent required to complete their
review of the Closing Balance Sheet.  Buyer may dispute
items reflected on the Closing Date Balance Sheet only on
the basis that such amounts were not arrived at in
accordance with the consistent application of accounting
principles used in the preparation of the Acquired Business
Financial Statements.  Unless Buyer delivers written notice
to Seller on or prior to the 20th day after Buyer's receipt
of the Closing Balance Sheet specifying in reasonable detail
all disputed items and the basis therefor, Buyer shall be
deemed to have accepted and agreed to the Closing Balance
Sheet.  If Buyer so notifies Seller of its objection to the
Closing Balance Sheet, Buyer and Seller shall, within 30
days following such notice (the "Resolution Period"),
attempt to resolve their differences and any resolution by
them as to any disputed amounts shall be final, binding and
conclusive.
          
          (c)  If at the conclusion of the Resolution Period
there remain amounts in dispute pursuant to paragraph (b) of
this Section 1.3, then all amounts remaining in dispute
shall be submitted to a firm of nationally recognized
independent public accountants who shall not have had a
material relationship with Buyer or Seller within the past
two years (the "Neutral Auditors") and who shall be selected
by mutual agreement of Buyer and Seller within 10 days after
the expiration of the Resolution Period.  Each party agrees
to execute, if requested by the Neutral Auditors, a
reasonable engagement letter.  All fees and expenses
relating to the work, if any, to be performed by the Neutral
Auditors shall be borne equally by Buyer and Seller.  The
Neutral Auditors shall act as an arbitrator to determine,
based solely on presentations by Buyer and Seller, and not
by independent review or audit, only those issues still in
dispute.  The Neutral Auditors' determination shall be made
within 30 days of their selection, shall be set forth in a
written statement delivered to Buyer and Seller and shall be
final, binding and conclusive.

          (d)  "Continuing Claims" means all suits, claims,
actions, arbitrations, inquiries, proceedings or
investigations by or before any court, arbitral tribunal,
administrative agency or commission or other governmental,
regulatory or administrative agency or commission against
Seller or any of the Acquired Subsidiaries that arise from
facts or events occurring prior to the Closing Date relating
to bodily injury, property damage or worker's compensation
and that would fall under Seller's automobile, general
liability, or worker's compensation coverage.
Section 1.4    Purchase Price Allocation.  The Purchase
Price will be allocated among the Shares and assets of
Seller constituting the remainder of the Acquired Business
as agreed by Seller and Buyer on or prior to Closing.
Except as otherwise provided in Section 6.10(b) in the event
a Section 338(h)(10) election is made, Buyer and Seller
will, not later than 90 days after the Closing, execute and
cause to be filed Forms 8594 under Internal Revenue Code of
1986, as amended (the "Code") reflecting such allocation.
Upon any adjustment to the Purchase Price under Section 1.3,
Buyer and Seller will each execute additional Forms 8594, if
necessary.

                         ARTICLE II
                              
                           Closing

     Section 2.1    Time and Place.  On the terms and
subject to the conditions of this Agreement, the Closing
will take place at the offices of Seller's outside counsel,
Hughes & Luce, L.L.P., located at 1717 Main Street, Suite
2800, Dallas, Texas 75201 at 10:00 a.m. local time on the
third business day following the date on which the last
remaining condition set forth in Article VII has been
satisfied or waived, or at such other time and place as the
parties hereto agree upon in writing (the "Closing Date").

     Section 2.2    Delivery by Seller. At the Closing,
Seller will deliver to Buyer the following:

          (a)  Certificates representing all of the issued
     and outstanding shares of capital stock in IPC,
     Community Newspapers and HHTV (collectively, the
     "Shares"), endorsed in blank or together with duly
     executed stock transfer powers in favor of Buyer;
          (b)  A receipt for the Cash Payment;
          (c)  A bill of sale and assignment, in form
     reasonably acceptable to Buyer, conveying to Buyer all
     of the assets included in the Acquired Business that
     are owned by Seller, together with certificates of
     title with respect to motor vehicles;
          (d)  Instruments of assignment, in form reasonably
     acceptable to Buyer, assigning to Buyer all of Seller's
     rights under the Contracts (as defined below) to which
     Seller is a party, and Seller shall have obtained all
     necessary consents to such assignments other than
     consents which the failure to obtain will not have a
     material adverse effect on the Acquired Business taken
     as a whole;
          (e)  A good and sufficient deed, in form
     reasonably acceptable to Buyer, conveying a good and
     clear record and marketable title to all of the real
     property owned by Seller and included in the Acquired
     Business;
          (f)  the Noncompetition Agreement in the form
     attached hereto as Exhibit A; and
          (g)  Each of the other documents and instruments
     required to be delivered under the terms of this
     Agreement.

     Section 2.3    Delivery by Buyer.  At the Closing,
     Buyer will deliver to Seller the following:

          (a)  The Cash Payment, in the manner required in
     Section 1.2;
          (b)  A receipt for the delivery of the Shares;
          (c)  An instrument of assumption of liabilities,
     in form reasonably acceptable to Seller, covering those
     liabilities of Seller included in the Acquired
     Business;
          (d)  the Noncompetition Agreement in the form
     attached hereto as Exhibit A; and
          (e)  Each of the other documents and instruments
     required to be delivered under the terms of this
     Agreement.
ARTICLE III
                              
          Representations and Warranties of Seller

Seller represents and warrants to Buyer as follows:

     Section 3.1    Organization.  Each of Seller and the
Acquired Subsidiaries is duly organized, validly existing
and in good standing under the laws of the jurisdiction of
its incorporation and Seller and each Acquired Subsidiary
has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its
business as now being conducted, except where the failure to
be so organized, existing and in good standing or to have
such power and authority would not have a material adverse
effect on the Acquired Business taken as a whole.  Seller
and the Acquired Subsidiaries are each duly qualified or
licensed to do business and in good standing in each
jurisdiction in which the property owned, leased or operated
by them or the nature of the business conducted by them
makes such qualification or licensing necessary, except
where the failure to be so qualified or licensed and in good
standing would not in the aggregate have a material adverse
effect on the Acquired Business taken as a whole or on the
ability of Seller to consummate the transactions
contemplated hereby.  True, accurate and complete copies of
the charters and bylaws, including all amendments thereto,
of the Acquired Subsidiaries have heretofore been delivered
to Buyer.  As used in this Agreement, any reference to any
event, change or effect having a material adverse effect on
or with respect to the Acquired Business taken as a whole or
an entity (or group of entities taken as a whole) means that
such event, change or effect is materially adverse to the
business, properties, assets, results of operations or
financial condition of the Acquired Business or such entity
(or, if with respect thereto, of such group of entities
taken as a whole).

     Section 3.2    Capitalization.  The authorized capital
stock of IPC consists of 150 shares of common stock, $100.00
par value per share, all of which shares are issued and
outstanding and owned by Seller.  The authorized capital
stock of Community Newspapers consists of 6,000 shares of
common stock, no par value per share, all of which shares
are issued and outstanding and owned by Seller.  The
authorized capital stock of HHTV consists of 1,000 shares of
common stock, $1.00 par value per share, all of which shares
are issued and outstanding and owned by Seller.  All the
Shares are duly authorized, validly issued, fully paid and
non-assessable and free of any preemptive rights in respect
thereof.  There are no existing options, warrants, calls,
subscriptions or other rights or other agreements,
commitments, understandings or restrictions of any character
binding on any of the Acquired Subsidiaries with respect to
the issued or unissued capital stock of any of the Acquired
Subsidiaries.  There are no outstanding contractual
obligations of any of the Acquired Subsidiaries to
repurchase, redeem or otherwise acquire any shares of
capital stock of any of the Acquired Subsidiaries.  Upon the
sale of the Shares to Buyer at the Closing, Buyer will
acquire the entire legal and beneficial ownership in all of
the Shares, free and clear of any liens, claims, security
interests or encumbrances.

     Section 3.3    Authority.  Seller has the requisite
corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated
hereby.  The execution, delivery and performance of this
Agreement by Seller and the consummation by Seller of the
transactions contemplated hereby have been duly authorized
by Seller's Board of Directors, and no other corporate
proceedings on the part of Seller are necessary to authorize
this Agreement or for Seller to consummate the transactions
so contemplated hereby.  This Agreement has been duly
executed and delivered by Seller and, assuming this
Agreement constitutes a valid and binding obligation of
Buyer, constitutes a valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms.
Section 3.4    Consents and Approvals; No Violations.
Except (a) as set forth in Section 3.4 of the Seller
Disclosure Schedule, (b) for filings, permits,
authorizations, consents and approvals as may be required
under, and other applicable requirements of, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), and the Communications Act of 1934,
as amended (the "FCC Act"), and (c) as may be necessary as a
result of any facts or circumstances relating solely to
Buyer or any of its Subsidiaries, none of the execution,
delivery or performance of this Agreement by Seller or the
consummation by Seller of the transactions contemplated
hereby and compliance by Seller with any of the provisions
hereof will (i) conflict with or result in any breach of any
provisions of the charters or bylaws of Seller or of any of
the Acquired Subsidiaries, (ii) require any filing by Seller
or any of the Acquired Subsidiaries with, or any permit,
authorization, consent or approval to be obtained by Seller
or any of the Acquired Subsidiaries of, any court, arbitral
tribunal, administrative agency or commission or other
governmental or other regulatory authority or agency (a
"Governmental Entity"), (iii) result in a violation or
breach of, or constitute (with or without due notice or
lapse of time or both) a default (or give rise to any right
of termination, amendment, cancellation or acceleration)
under, any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, lease, license, contract,
agreement or other instrument, obligation or commitment to
which Seller or any of the Acquired Subsidiaries is a party
or by which any of them or any of their properties or assets
may be bound ("Contracts") or result in the creation of any
lien upon any of the property or assets of the Acquired
Business, or (iv) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to Seller or
any of the Acquired Subsidiaries, except, in the case of
clause (ii), (iii) or (iv), for failures to file or obtain,
violations, breaches, defaults or liens which would not have
a material adverse effect on the Acquired Business taken as
a whole or the ability of Seller to consummate the
transactions contemplated hereby.  The Seller has no
knowledge of any facts or circumstances relating to the
Seller or any of its Acquired Subsidiaries that,
individually or in the aggregate, would prevent any
necessary approval of the transactions contemplated by this
Agreement under the FCC Act.

     Section 3.5    Acquired Business Financial Statements.
Attached hereto as Exhibits B and C are the audited balance
sheets (the "Acquired Business Balance Sheets") of the
Acquired Business as of December 31, 1996 ( the "Balance
Sheet Date") and December 31, 1995, and the related
statement of operations and cash flows for the three years
ended December 31, 1996 and the accompanying notes for the
Seller's television and radio operations and newspaper
operations, respectively (together with the Acquired
Business Balance Sheets, the "Acquired Business Financial
Statements").  The Acquired Business Financial Statements
have been prepared in accordance with generally accepted
accounting principles consistently applied, and, except as
set forth in Section 3.5 of the Seller Disclosure Schedule,
fairly present in all material respects the financial
position of the Acquired Business as at the dates thereof,
and the results of its operations for the periods then
ended.  After the Closing, except as otherwise contemplated
by this Agreement, neither Seller nor any of its other
Subsidiaries will own or have rights to use any of the
assets or property, whether tangible, intangible or mixed,
which are necessary for the conduct of the Acquired Business
as conducted on the date hereof.

     Section 3.6    Litigation.  Except as disclosed in the
Acquired Business Financial Statements or as set forth in
Section 3.6 of the Seller Disclosure Schedule, there is no
suit, action, proceeding or investigation relating to the
Acquired Business pending or, to the knowledge of Seller,
threatened, against Seller or any of the Acquired
Subsidiaries before any Governmental Entity which,
individually or in the aggregate, is reasonably likely to
have a material adverse effect on the Acquired Business
taken as a whole or the ability of Seller to consummate the
transactions contemplated hereby.  Except as set forth in
Section 3.6 of the Seller Disclosure Schedule, neither
Seller nor any of the Acquired Subsidiaries is subject to
any outstanding order, writ, injunction or decree relating
to the Acquired Business which, individually or in the
aggregate, is reasonably likely to have a material adverse
effect on the Acquired Business taken as a whole or a
material adverse effect on the ability of Seller to
consummate the transactions contemplated hereby.
Section 3.7    Employee Benefits.

          (a)  Section 3.7 of the Seller Disclosure Schedule
contains a list of all "employee benefit plans" within the
meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and all other
material benefit plans, programs, agreements and
arrangements (the "Benefit Plans"), which cover employees or
former employees of Seller and the Acquired Subsidiaries who
are or were employed in the Acquired Business (the
"Employees").  True and complete copies of all Benefit
Plans, any trust instruments and/or insurance contracts, if
any, forming a part of any such plans, and all amendments
thereto; current summary plan descriptions; where
applicable, the most current determination letter received
from the Internal Revenue Service (the "Service"); and where
applicable, annual reports, financial statements and
actuarial reports for the last plan year, which fairly and
accurately reflect the financial condition of the plans have
been made available to Buyer.

          (b)  All Benefit Plans are in compliance with
ERISA, the Code, and all other applicable laws in all
material respects.  Each Benefit Plan which is an "employee
pension benefit plan" within the meaning of Section 3(2) of
ERISA (a "Pension Plan") and which is intended to be
qualified under Section 401(a) of the Code has received a
favorable determination letter from the Service, and Seller
is not aware of any circumstances likely to result in
revocation of any such favorable determination letter.
Neither Seller, the Acquired Subsidiaries nor any ERISA
Affiliate (as defined below) has contributed or been
required to contribute to any Multiemployer Plan (as defined
in ERISA) with respect to any Employees.

          (c)  No liability under Subtitle C or D of Title
IV of ERISA has been incurred by Seller or any of the
Acquired Subsidiaries with respect to any ongoing, frozen or
terminated Pension Plan, currently or formerly maintained by
any of them, or the Pension Plan of any entity which is or
has been considered one employer with Seller or any of the
Acquired Subsidiaries, as the case may be, under Section
4001 of ERISA or Section 414 of the Code (an "ERISA
Affiliate") which would have a material adverse effect on
the Acquired Business taken as a whole.

          (d)  All contributions required to be made or
accrued as of the Balance Sheet Date under the terms of any
Benefit Plan for which Seller or any of the Acquired
Subsidiaries may have liability have been timely made or
have been reflected on the Acquired Business Balance Sheet.
Neither any Pension Plan nor any single-employer plan of an
ERISA Affiliate has incurred an "accumulated funding
deficiency" (whether or not waived) within the meaning of
Section 412 of the Code or Section 302 of ERISA in an amount
which would have a material adverse effect on the Acquired
Business taken as a whole.  Neither Seller nor any of the
Acquired Subsidiaries has provided, or is required to
provide, security to any Pension Plan pursuant to Section
401(a)(29) of the Code.

          (e)  Neither Seller nor any of the Acquired
Subsidiaries has any obligations for retiree health and life
benefits for Employees or former Employees under any Benefit
Plan, except as set forth in Section 3.7 of the Seller
Disclosure Schedule or as required by Part 6 of  Title I of
ERISA.

     Section 3.8    Absence of Certain Changes or Events.
Except as set forth in Section 3.8 of the Seller Disclosure
Schedule, since the Balance Sheet Date, the Acquired
Business has been conducted only in the ordinary course
consistent with past practice, and there has not been any
change or development, or combination of changes or
developments (other than changes relating to or arising from
legislative or regulatory changes, developments generally
affecting the newspaper or broadcasting industries or
general economic conditions in the United States), which
individually or in the aggregate have had or are reasonably
likely to have a material adverse effect on the Acquired
Business taken as a whole.
Section 3.9    No Violation of Law.  Except as disclosed in
the Acquired Business Financial Statements or as set forth
in Section 3.9 of the Seller Disclosure Schedule, neither
Seller nor any of the Acquired Subsidiaries is in violation
of, or, to the knowledge of Seller, under investigation with
respect to or has been given notice or been charged by any
Governmental Entity with any violation of, any law, statute,
order, rule, regulation or judgment of any Governmental
Entity, except for violations which, in the aggregate, would
not have a material adverse effect on the Acquired Business
taken as a whole.  Seller and the Acquired Subsidiaries have
all permits, licenses, franchises and other governmental
authorizations, consents and approvals necessary to conduct
the Acquired Business as presently conducted, except for any
such permits, licenses, franchises or other governmental
authorizations, consents and approvals the failure of which
to have would not have a material adverse effect on the
Acquired Business taken as a whole.

     Section 3.10   Taxes.

          (a)  Except as disclosed in the Acquired Business
Financial Statements or as set forth in Section 3.10 of the
Seller Disclosure Schedule:

               (i)  Seller, the Acquired Subsidiaries and
     the consolidated group (the "Group") of which Seller
     and/or the Acquired Subsidiaries are members, have (A)
     duly filed with the appropriate governmental
     authorities all Tax Returns (as hereinafter defined)
     required to be filed by them on or prior to the Closing
     Date, other than those Tax Returns the failure of which
     to file would not have a material adverse effect on the
     entity required to file such Tax Return, and such Tax
     Returns are true, correct and complete in all material
     respects, and (B) duly paid in full or made provision
     in accordance with generally accepted accounting
     principles for the payment of all Taxes (as hereinafter
     defined) due with respect to periods ending on or prior
     to the Closing Date;

               (ii) all monies which Seller, the Acquired
     Subsidiaries or any member of the Group has been
     required by law to withhold from employees or other
     contractors with respect to payments made or periods
     ending on or before the Closing Date have been withheld
     and timely paid to the appropriate governmental
     authority;

               (iii)     as of the date hereof, the Tax
     Returns for Seller, the Acquired Subsidiaries and/or
     any member of the Group are not currently the subject
     of any audit, investigation or proceeding by the
     Service or, to Seller's, any Acquired Subsidiary's or
     the Group's knowledge, any state or local taxing
     authority, and Seller, the Acquired Subsidiaries and/or
     any member of the Group have not received any written
     notice of deficiency or assessment from any taxing
     authority with respect to liabilities for material
     Taxes of Seller, the Acquired Subsidiaries and/or any
     member of the Group which have not been paid or finally
     settled, other than audits, deficiencies or assessments
     disclosed in Section 3.10 of the Seller Disclosure
     Schedule which are being contested in good faith
     through appropriate proceedings; and

               (iv) the consolidated federal income tax
     return of the Group has been audited through December
     31, 1990 and no waiver of any statute of limitations in
     respect of Taxes or any extension of time with respect
     to a Tax assessment or deficiency granted by Seller,
     any of the Acquired Subsidiaries and/or any member of
     the Group is currently in effect.
(b)  "Taxes" means all taxes, charges, fees,
levies, imposts, duties or other assessments, including,
without limitation, income, gross receipts, estimated taxes,
excise, personal property, real property, sales, ad valorem,
value-added, leasing, withholding, social security, workers
compensation, unemployment insurance, occupation, use,
service, service use, license, stamp, payroll, employment,
windfall profit, environmental, alternative or add-on
minimum tax, franchise, transfer and recording taxes, fees
and charges, imposed by the United States or any state,
local, or foreign governmental authority whether computed on
a separate, consolidated, unitary, combined or any other
basis; and such term shall include any interest, fines,
penalties or additional amounts attributable or imposed on
or with respect to any such taxes, charges, fees, levies,
imposts, duties or other assessments.  "Tax Return" means
any return, report or other document or information required
to be supplied to a taxing authority in connection with
Taxes.

          (c)  Except as provided in Section 3.10 of the
Seller Disclosure Schedule, neither Seller, any Acquired
Subsidiary, nor any member of the Group (i) has filed a
consent pursuant to Section 341(f) of the Code nor agreed to
have Section 341(f)(2) apply to any disposition of a
subsection (f) asset (as such term is defined in Section
341(f) of the Code) owned by a member of the Group, (ii) has
agreed, or is required, to make any adjustment under Section
481(a) of the Code by reason of a change in accounting
method or otherwise that will affect the liability of the
Group for Taxes, (iii) has made an election, or is required,
to treat any asset of the Group as owned by another person
pursuant to the provisions of former Section 168(f)(8) of
the Code, (iv) is now or has ever been a party to any
agreement, contract, arrangement, or plan that would result,
separately or in the aggregate, in the payment of any
"excess parachute payments" within the meaning of Section
280G of the Code, (v) has participated in an international
boycott as defined in Section 999 of the Code, (vi) is now
or has ever been a "foreign person" within the meaning of
Section 1445(b)(2) of the Code, or (vii) has made any of the
foregoing elections or is required to apply any of the
foregoing rules under any comparable state or local tax
provision.  After the date hereof, no election with respect
to Taxes or extension of the period of limitation will be
made without the written consent of Buyer.

     Section 3.11   Environmental Matters.

          (a)  Except as disclosed in the Acquired Business
Financial Statements or as set forth in Section 3.11 of the
Seller Disclosure Schedule and except for such matters that,
individually or in the aggregate, would not have a material
adverse effect on the Acquired Business taken as a whole,
(i) to the knowledge of Seller, the Acquired Business is in
compliance in all material respects with all applicable
Environmental Laws (as hereinafter defined); (ii) to the
knowledge of Seller, the properties included in the Acquired
Business and presently owned or operated by Seller or the
Acquired Subsidiaries (the "Acquired Properties") do not
contain any Hazardous Substance (as hereinafter defined)
other than as permitted under applicable Environmental Laws;
(iii) neither Seller nor any of the Acquired Subsidiaries
has since December 31, 1994 received any claims, notices,
demand letters, lawsuits or requests for information from
any Governmental Entity or any private third party alleging
that the Acquired Business is in violation of, or liable
under, any Environmental Laws; and (iv) none of Seller, the
Acquired Subsidiaries or the Acquired Properties is subject
to any court order, administrative order or decree relating
to the Acquired Business arising under any Environmental
Law.

          (b)  "Environmental Law" means any applicable
Federal, state or local law, regulation, permit, judgment or
agreement with any Governmental Entity, relating to (x) the
protection, preservation or restoration of the environment
or to human health or safety, or (y) the exposure to, or the
use, storage, recycling, treatment, generation,
transportation, processing, handling, labeling, production,
release or disposal of Hazardous Substances.  "Hazardous
Substance" means any substance presently listed, defined,
designated or classified as hazardous, toxic, radioactive or
dangerous, or otherwise regulated, under any Environmental
Law.
Section 3.12   Material Contracts.  Section 3.12 of the
Seller Disclosure Schedule identifies any Contract included
in the Acquired Business to which Seller or any of the
Acquired Subsidiaries is a party or by which any of its
assets or operations may be bound as of the date of this
Agreement that is (i) a loan or similar agreement or
indebtedness evidenced by a note or other instrument, or any
direct or indirect guarantee of indebtedness of any other
person, in excess of $1,000,000; (ii) any Contract that
expressly limits the right to terminate the Contract without
penalty upon less than one year's notice and such Contract
provides for future payments in excess of $250,000 within
the next twelve (12) months from the date hereof; (iii) a
network affiliation agreement; (iv) an employment or
severance agreement providing for payments in excess of
$100,000 to any Employee; and (v) any Contract related to
capital expenditures, which provides for future payments in
excess of $500,000 within the next twelve (12) months from
the date hereof.  Except as set forth in Section 3.12 of the
Seller Disclosure Schedule (i) each of the Contracts set
forth on Section 3.12 of the Seller Disclosure Schedule is
in full force and effect, except where the failure to be in
full force and effect would not have a material adverse
effect on the Acquired Business taken as a whole and (ii)
there are no existing defaults by Seller or any Acquired
Subsidiary thereunder which default would result in a
material adverse effect on the Acquired Business taken as a
whole.

     Section 3.13   Brokers or Finders.  Neither Seller nor
any of the Acquired Subsidiaries has any liability to any
agent, broker, investment banker, financial advisor or other
firm or person for any broker's or finder's fee or any other
commission or similar fee in connection with any of the
transactions contemplated by this Agreement except
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"),
whose fees and expenses, as previously disclosed to Buyer,
will be paid by Seller in accordance with Seller's agreement
with such firm.

     Section 3.14   Title to Assets.  Except as set forth in
Section 3.14 of the Seller Disclosure Schedule, Seller and
the Acquired Subsidiaries own all of the material assets of
the Acquired Business free and clear of any liens, claims,
security interests or encumbrances that, individually or in
the aggregate, are reasonably likely to have a material
adverse effect on the Acquired Business taken as a whole.

     Section 3.15   Condition of Assets.  All
of the material assets of the Acquired Business are in good
operating condition and repair, ordinary wear and tear
excepted.

     Section 3.16   Employees.  With respect to the Acquired
Business, neither Seller nor any Acquired Subsidiary is a
party to, or is bound by, any collective bargaining
agreement or other contract with a labor union, nor is
Seller or any of the Acquired Subsidiaries the subject of
any proceeding or organizing activity seeking to compel it
to bargain with any labor union as to wages and conditions
of employment, nor is there any strike, labor dispute, slow
down or stoppage involving Seller or any of the Acquired
Subsidiaries pending or, to the knowledge of Seller,
threatened that, individually or in the aggregate, are
reasonably likely to have a material adverse effect on the
Acquired Business taken as a whole.

     Section 3.17   Insurance.  Set forth in Section 3.17 of
the Seller Disclosure Schedule is a schedule of the
insurance coverage (including policy limits, coverage
layers, and named insureds) maintained by Seller on the
assets, properties, premises, operations and personnel of
the Acquired Business.
Section 3.18   FCC Licenses.  The Seller has provided
Buyer with a complete list of the FCC Licenses held or
controlled by the Seller, Tall Tower, Inc. or any of the
Acquired Subsidiaries.  Except as does not materially
jeopardize the operation by the Seller or the applicable
Acquired Subsidiary of any of the Seller Stations to which
the FCC Licenses apply or as set forth in Section 3.18 of
the Seller Disclosure Schedule:  (i) the Seller and those of
its Acquired Subsidiaries that are required to hold FCC
Licenses, or that control FCC Licenses, are qualified to
hold such FCC Licenses or to control such FCC Licenses, as
the case may be; (ii) the Seller and those of its Acquired
Subsidiaries that are required to hold FCC Licenses hold
such FCC Licenses; (iii) the Seller is not aware of any
facts or circumstances relating to the Seller or any of its
Acquired Subsidiaries that would prevent the FCC's granting
the requisite consent to the FCC Form 315 Transfer of
Control Application to be filed (the "FCC Application"),
except that the Seller has filed a renewal application with
the FCC relating to KENS-AM, which renewal application may
delay the granting of the FCC Application; (iv) each Seller
Station is in material compliance with all FCC Licenses held
by it; and (v) there is not pending or, to the knowledge of
the Seller, threatened any application, petition, objection
or other pleading with the FCC or other Governmental Entity
which challenges the validity of, or any rights of the
holder under, any FCC License held by the Seller or one of
its Acquired Subsidiaries, except for rule making or similar
proceedings of general applicability to persons engaged in
substantially the same business conducted by the Seller
Stations.  As used herein, the term "Seller Station" shall
mean KENS-TV and KENS-AM and the term "FCC License" shall
mean any permit, license, waiver or authorization that a
person is required by the FCC to hold in connection with the
operation of its business.

                         ARTICLE IV
                              
           Representations and Warranties of Buyer

Buyer represents and warrants to Seller as follows:

     Section 4.1    Organization.  Buyer is a corporation
duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation and has
all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as
now being conducted except where the failure to be so
organized, existing and in good standing or to have such
power and authority would not have a material adverse effect
on the ability of Buyer to consummate the transactions
contemplated hereby.  Buyer is duly qualified or licensed to
do business and in good standing in each jurisdiction in
which the property owned, leased or operated by it or the
nature of the business conducted by it makes such
qualification or licensing necessary, except where the
failure to be so duly qualified or licensed and in good
standing would not in the aggregate have a material adverse
effect on the ability of Buyer to consummate the
transactions contemplated hereby.

     Section 4.2    Authority.  Buyer have the requisite
corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated
hereby.  The execution, delivery and performance of this
Agreement by Buyer and the consummation by Buyer of the
purchase of the Shares and of the other transactions
contemplated hereby have been duly authorized by the Board
of Directors of Buyer, and no other corporate proceedings on
the part of Buyer is necessary to authorize this Agreement
or to consummate the transactions so contemplated.  This
Agreement has been duly executed and delivered by Buyer and,
assuming this Agreement constitutes a valid and binding
obligation of Seller, constitutes a valid and binding
obligation of Buyer, enforceable against Buyer in accordance
with its terms.
Section 4.3    Consents and Approvals; No Violations.
Except for filings, permits, authorizations, consents and
approvals as may be required under, and other applicable
requirements of the Exchange Act, the HSR Act and the FCC
Act, and as may be necessary as a result of any facts or
circumstances relating solely to Seller and its
Subsidiaries, neither the execution, delivery or performance
of this Agreement by Buyer nor the consummation by Buyer of
the transactions contemplated hereby nor compliance by Buyer
with any of the provisions hereof will (i) conflict with or
result in any breach of any provision of the respective
charter or bylaws of Buyer, (ii) require any filing by Buyer
or its Subsidiaries with, or permit, authorization, consent
or approval to be obtained by Buyer or its Subsidiaries of,
any Governmental Entity, (iii) result in a violation or
breach of, or constitute (with or without due notice or
lapse of time or both) a default (or give rise to any right
of termination, cancellation or acceleration) under, any of
the terms, conditions or provisions of any Contract to which
Buyer or any of its Subsidiaries is a party or by which any
of them or any of their properties or assets may be bound or
(iv) violate any order, writ, injunction, decree, statute,
ordinance, rule or regulation applicable to Buyer or any of
its Subsidiaries, except, in the case of clause (ii), (iii)
or (iv), for failures to file or obtain, violations,
breaches or defaults which would not, individually or in the
aggregate, have a material adverse effect on the ability of
Buyer to consummate the transactions contemplated hereby.

     Section 4.4    Litigation.  There is no suit, action,
proceeding or investigation pending or, to the knowledge of
Buyer, threatened, against Buyer or any of its Subsidiaries
before any Governmental Entity which, individually or in the
aggregate, might reasonably be expected to have a material
adverse effect on the ability of Buyer to consummate the
transactions contemplated by this Agreement.  Neither Buyer
nor any of its Subsidiaries is subject to any outstanding
order, writ, injunction or decree which, individually or in
the aggregate, might reasonably be expected to have a
material adverse effect on the ability of Buyer to
consummate the transactions contemplated hereby.  Buyer has
no knowledge of any facts or circumstances relating to Buyer
or any of its Subsidiaries, that, individually or in the
aggregate, would prevent any necessary approval of the
transactions contemplated by this Agreement under the FCC
Act.  Buyer is legally and financially qualified and, to
Buyer's knowledge, otherwise qualified to hold, or control
the entities which hold or will hold, the FCC Licenses
currently held or controlled by the Seller or to be held by
Buyer, or any person under their control after the Closing
Date, and are not aware of any facts or circumstances that
might prevent or delay prompt consent to or waivers for the
FCC Application.

     Section 4.5    No Violation of Law.  Neither Buyer nor
any of its Subsidiaries is in violation of, or, to the
knowledge of Buyer, is under investigation with respect to
or has been given notice or been charged by any Governmental
Entity with any violation of, any law, statute, order, rule,
regulation or judgment of any Governmental Entity, except
for violations which, in the aggregate, do not have a
material adverse effect on the ability of Buyer to
consummate the transactions contemplated hereby.  Buyer and
its Subsidiaries have all permits, licenses, franchises and
other governmental authorizations, consents and approvals
necessary to conduct their businesses as presently
conducted, except for any such permits, licenses, franchises
or other governmental authorizations, consents and approvals
the failure of which to have would not have a material
adverse effect on the ability of Buyer to consummate the
transactions contemplated hereby.

     Section 4.6    Sufficient Funds.  Buyer has, on the
date hereof, the financial capability to purchase the
Acquired Business on the terms and subject to the conditions
set forth in this Agreement, and will have such capability
on the Closing Date.

     Section 4.7    Purchase for Investment.  Buyer is
acquiring the Shares for its own account for investment
purposes and not with a view to or for resale in connection
with any distribution thereof within the meaning of the
Securities Act of 1933, as amended.  Buyer will refrain from
transferring or otherwise disposing of the Shares, or any
interest therein, in such a manner as to violate any
securities laws.
Section 4.8    Brokers or Finders.  Neither Buyer nor
any of its Subsidiaries has any liability to any agent,
broker, investment banker, financial advisor or other firm
or person for any broker's or finder's fee or any other
commission or similar fee in connection with any of the
transactions contemplated by this Agreement.

     Section 4.9    Investigations.  Buyer is an informed
and sophisticated participant in the transactions
contemplated by this Agreement and has been advised by
persons experienced in the evaluation and purchase of
enterprises such as the Acquired Business, and along with
such persons has undertaken such investigation, and has been
provided with and have evaluated such documents and
information, as Buyer and its advisors have deemed necessary
to enable them to make an informed and intelligent decision
with respect to the execution, delivery and performance of
this Agreement.  Anything herein to the contrary
notwithstanding, Buyer acknowledges that Buyer is acquiring
the Acquired Business without any representation or
warranty, express or implied, by Seller or any of its
affiliates except as expressly set forth herein.  In
furtherance of the foregoing, and not in limitation thereof,
Buyer acknowledges that neither Seller nor any of its
advisors, including, without limitation, DLJ, nor any of
their respective affiliates or representatives have made any
representation or warranty (express or implied) with respect
to, and Buyer is not relying upon, (i) the information set
forth in the Confidential Memorandum provided to Buyer
relating to the Acquired Business, (ii) any other
information provided to Buyer pursuant to the
Confidentiality Agreement (as defined below), or (iii) any
financial projection or forecast delivered to Buyer with
respect to the revenues, profitability, cash flow, capital
expenditures, or other financial or operating aspect that
may arise from the operation of the Acquired Business either
before or after the Closing Date.  With respect to any
projection or forecast delivered by or on behalf of the
Seller to Buyer, Buyer acknowledges that (i) there are
uncertainties inherent in attempting to make such
projections and forecasts, (ii) Buyer is familiar with such
uncertainties, (iii) Buyer is taking full responsibility for
making its own evaluation of the adequacy and accuracy of
all such projections and forecasts furnished to Buyer and
(iv) Buyer will not have a claim against either Seller or
any of its advisors including, without limitation, DLJ, or
any of their respective affiliates with respect to such
projections or forecasts or with respect to any related
matter.

                          ARTICLE V
                              
                Covenants Pending the Closing

     Section 5.1    Covenants of Seller with Respect to the
Acquired Business.  During the period from the date of this
Agreement and continuing until the Closing Date, Seller
agrees that, except (i) as contemplated or permitted by this
Agreement, (ii) as set forth in Section 5.1 of the Seller
Disclosure Schedule, or (iii) to the extent that Buyer shall
otherwise consent in writing (which consent will not be
unreasonably withheld or delayed):

          (a)  Ordinary Course.  Seller and the Acquired
Subsidiaries shall carry on the Acquired Business in the
usual, regular and ordinary course consistent with past
practice and use all reasonable efforts to preserve intact
the present business organization, keep available,
consistent with past practice, the services of the present
officers and employees and preserve the relationships with
customers, suppliers and others having business dealings
with the Acquired Business, it being understood, however,
that the failure of any Employees to remain employees of the
Acquired Business or become employees of Buyer or any
Subsidiary of Buyer shall not constitute a breach of this
covenant.

          (b)  Changes in Stock.  Seller will not permit the
Acquired Subsidiaries to split (including a reverse stock
split), combine or reclassify any of their capital stock or
issue or authorize or propose the issuance of any other
securities in respect of, in lieu of or in substitution for
shares of their capital stock.
(c)  Issuance of Securities.  Seller shall not
permit any of the Acquired Subsidiaries to, issue, transfer
or sell, or authorize or propose or agree to the issuance,
transfer or sale of, any shares of their capital stock of
any class, any other equity interests or any securities
convertible into, or any rights, warrants, calls,
subscriptions, options or other rights or agreements,
commitments or understandings to acquire, any such shares,
equity interests or convertible securities, other than
issuances by a wholly owned Subsidiary of its capital stock
to its parent.

          (d)  Governing Documents.  None of the Acquired
Subsidiaries will amend their charters or bylaws in a manner
adverse to Buyer or otherwise inconsistent with the
transactions contemplated hereby.

          (e)  Indebtedness.  Seller shall not permit any of
the Acquired Subsidiaries to incur any indebtedness for
borrowed money or guarantee any such indebtedness or issue
or sell any debt securities or warrants or rights to acquire
any debt securities of any of the Acquired Subsidiaries or
guarantee any such obligations of others other than in the
ordinary course of business consistent with past practice.

          (f)  Changes to Benefit Plans.  Except as would
not materially increase the costs of the Acquired Business
and except for changes required to comply with applicable
law, Seller shall not, nor shall it permit any of the
Acquired Subsidiaries to, (i) enter into, adopt, amend
(except as may be required by law and except for immaterial
amendments) or terminate any Benefit Plan or any agreement,
arrangement, plan or policy between Seller or any such
Acquired Subsidiary and one or more of its directors,
officers or Employees or (ii) except for normal increases in
the ordinary course of business consistent with past
practice and the payment of bonuses and other consideration
to Employees in the aggregate not to exceed the amount set
forth in Section 5.1 of the Seller Disclosure Schedule,
increase in any manner the compensation or fringe benefits
of any director, officer or Employee or pay any benefit to
any director, officer or Employee not required by any plan
or arrangement as in effect as of the date hereof or enter
into any contract, agreement, commitment or arrangement to
do any of the foregoing; provided that the foregoing shall
not prohibit Seller or the Acquired Subsidiaries from hiring
and paying new employees in the ordinary course of business
consistent with past practice.

          (g)  Filings.  Seller shall promptly provide Buyer
(or its counsel) copies of all filings (other than those
portions of filings under the HSR Act which Buyer has no
reasonable interest in obtaining in connection with the
acquisition of the Acquired Business) made by Seller with
any Federal, state or foreign Governmental Entity in
connection with this Agreement and the transactions
contemplated hereby.

          (h)  Accounting Policies and Procedures.  Seller
will not and will not permit any of the Acquired
Subsidiaries to change any of its accounting principles,
policies or procedures with regard to the Acquired Business,
except as may be required by generally accepted accounting
principles.

          (i)  Sale of Assets.  Seller will not and will not
permit any of the Acquired Subsidiaries to sell, lease,
exchange, mortgage, pledge, transfer or otherwise dispose
of, or agree to sell, lease, exchange, mortgage, pledge,
transfer or otherwise dispose of, any of the assets included
in the Acquired Business, except for dispositions of
inventories and equipment in the ordinary course of business
and consistent with past practice.
Section 5.2    Covenants of Seller.  During the period
from the date of this Agreement and continuing to the
Closing Date, Seller agrees that Seller will not and will
not permit the Acquired Subsidiaries to take any action that
would or is reasonably likely to result in any of the
conditions to the Closing set forth in Article VII not being
satisfied or that would materially impair the ability of
Seller to consummate the transactions contemplated herein in
accordance with the terms hereof or would materially delay
such consummation, and Seller shall promptly advise Buyer
orally and in writing of any change in, or event with
respect to, the business or operations of Seller having, or
which insofar as can reasonably be foreseen, could have, a
material adverse effect on the ability of Seller to
consummate the transactions contemplated hereby.

     Section 5.3    Covenants of Buyer.  During the period
from the date of this Agreement and continuing until the
Closing Date, Buyer agrees that except (i) as contemplated
or permitted by this Agreement or (ii) to the extent that
Seller shall otherwise consent in writing (which consent
will not be unreasonably withheld or delayed):

          (a)  Filings.  Buyer shall promptly provide Seller
(or its counsel) copies of all filings (other than those
portions of filings under the HSR Act which Seller has no
reasonable interest in obtaining in connection with the
acquisition of the Acquired Business) made by Buyer with any
Federal, state or foreign Governmental Entity in connection
with this Agreement and the transactions contemplated
hereby.

          (b)  Cooperation.  Buyer shall not take any action
that would or is reasonably likely to result in any of the
conditions to the Closing set forth in Article VII not being
satisfied or that would materially impair the ability of
Buyer to consummate the transactions contemplated herein in
accordance with the terms hereof or materially delay such
consummation, and Buyer shall promptly advise Seller orally
and in writing of any change in, or event with respect to,
the business or operations of Buyer having, or which,
insofar as can reasonably be foreseen, could have, a
material adverse effect on the ability of Buyer to
consummate the transactions contemplated hereby.

     Section 5.4    Control of the Seller Stations.  Prior
to the Closing Date, control of the Seller's television and
radio broadcasting operations, along with all of the
Seller's other operations, shall remain with Seller.  Seller
and Buyer acknowledge and agree that neither Buyer nor any
of its employees, agents or representatives, directly or
indirectly, shall, or have any right to, control, direct or
otherwise supervise, or attempt to control, direct or
otherwise supervise, such broadcast and other operations, it
being understood that supervision of all programs,
equipment, operations and other activities of such broadcast
and other operations shall be the sole responsibility, and
at all times prior to the Closing Date remain within the
complete control and discretion, of the Seller, subject to
the terms of Sections 5.1 and 5.2.

                         ARTICLE VI
                              
                    Additional Agreements

     Section 6.1    Reasonable Efforts.  Subject to the
terms and conditions of this Agreement, each of the parties
hereto agrees to use all reasonable efforts to take, or
cause to be taken, all actions, and to do, or cause to be
done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement
including, without limitation, (i) the prompt preparation
and filing of all necessary documents under the HSR Act and
the FCC Act including (but not limited to) any required
waiver of the FCC one-to-a-market rule, and (ii) such
actions as may be required to have the applicable waiting
period under the HSR Act expire or terminate as promptly as
practicable, including by consulting with each other as to,
and responding promptly to any comments or requests for
information with respect thereto.  Each party shall promptly
consult with the other and provide any necessary information
with respect to all filings made by such party with any
Governmental Entity in connection with this Agreement and
the transactions contemplated hereby.
Section 6.2    Access to Information.  Upon reasonable
notice, Seller shall (and shall cause each of the Acquired
Subsidiaries to) afford to the officers, employees,
accountants, counsel and other representatives of Buyer,
access, during normal business hours during the period prior
to the Closing Date, to all of the properties, books,
contracts, commitments and records relating to the Acquired
Business, and, during such period, Seller shall (and shall
cause the Acquired Subsidiaries to) furnish promptly to
Buyer all other information concerning the business,
properties and personnel of the Acquired Business as Buyer
may reasonably request.  After the Closing Date, upon
reasonable notice, Buyer shall cause the Acquired
Subsidiaries to afford to the officers, employees,
accountants, counsel and other representatives of Seller
access, during normal business hours, to the Acquired
Subsidiaries' books and records which Seller may reasonably
request in order to complete tax filings or for other
legitimate business purposes.  Unless otherwise required by
law, the parties will hold any information made available
pursuant to this Section 6.2 which is nonpublic in
confidence in accordance with the confidentiality agreement,
dated March 11, 1997 (the "Confidentiality Agreement"),
between Buyer and Seller.

     Section 6.3    Legal Conditions to Purchase.  Each of
Seller and Buyer will use all reasonable efforts to comply
promptly with all legal requirements which may be imposed on
it or its respective Subsidiaries with respect to the
purchase of the Acquired Business by Buyer (which actions
shall include, without limitation, furnishing all
information required under the HSR Act and the FCC Act and
will promptly cooperate with and furnish information to each
other in connection with any such requirements imposed upon
any of them or any of their respective Subsidiaries in
connection with the purchase of the Acquired Business by
Buyer).  Subject to the terms and conditions hereof, each of
Seller and Buyer will, and will cause its respective
Subsidiaries to, promptly use all reasonable efforts to
obtain (and will consult and cooperate with each other in
obtaining) any consent, authorization, order or approval of,
or any exemption by, any Governmental Entity or other public
or private third party, required to be obtained or made by
such party in connection with the purchase of the Acquired
Business by Buyer or the taking of any action contemplated
by this Agreement.

     Section 6.4    Use of Names.  (a)  Following the
Closing Date, Seller shall have the sole and exclusive
ownership of and right to use, as between Buyer and the
Acquired Subsidiaries on the one hand, and the Seller on the
other hand, each of the names, trademarks, trade names and
other proprietary rights set forth in Section 6.4 of the
Seller Disclosure Schedule (the "Acquired Proprietary Name
Rights").  The Acquired Proprietary Name Rights include,
without limitation, the name "Harte-Hanks" and derivatives
thereof.

          (b) Following the Closing Date, Buyer shall, and
shall cause the Acquired Subsidiaries and other affiliates
to, take all action necessary to cease using, and change as
promptly as practicable (including by amending any charter
documents), any corporate or other names which are the same
as or confusing similar to any of the Acquired Proprietary
Name Rights.

     Section 6.5    Intercompany Balances.  All amounts
owing between the Acquired Subsidiaries, on the one hand,
and Seller and its other Subsidiaries, on the other hand,
other than amounts arising in the ordinary course of
business for the purchase of goods or services in commercial
transactions, shall be eliminated in full (without any
payment to either party) at or prior to the Closing Date.

     Section 6.6    Employee Matters; Seller Stock Plans.

          (a)  Buyer and the Acquired Subsidiaries shall
assume and retain, with respect to the Employees, any and
all severance obligations that arise due to (i) the purchase
of the Acquired Business by Buyer being deemed a "Change of
Control" under the severance agreements for Employees
specified in Section 6.6 of the Seller Disclosure Schedule,
(ii) events or actions occurring as a result of the
transactions consummated on the Closing Date, subject to the
provisions of Section 6.14 below, and (iii) events or
actions occurring after the Closing Date.
(b)  Seller and Buyer agree that Buyer will,
immediately after the Closing Date and for at least one year
thereafter, permit the Employees (i) to participate in a
group health plan of Buyer, or one of its Subsidiaries in
which similarly situated employees of Buyer participate, in
accordance with the terms of the plan and, to waive any pre-
existing condition clause or waiting period requirement in
such group health plan and to give credit for deductible
amounts paid by an Employee during the current deductible
year of such group health plan while employed by Seller or
any of the Acquired Subsidiaries; provided, however, that
Buyer will be in compliance with this clause (i) regarding
Employees employed by Seller or the Acquired Subsidiaries if
it assumes the current group health contracts of Seller or
the Acquired Subsidiaries relating to the Employees; (ii) to
participate in and receive credit, for vesting and
eligibility purposes, under tax qualified retirement plans
of Buyer or any of its Subsidiaries in which similarly
situated employees of Buyer participate, for which they are
otherwise eligible, for their service with Seller or any of
the Acquired Subsidiaries, to the extent permitted by
applicable tax-qualification requirements; (iii) to
participate in other benefit plans of Buyer which are
offered to similarly situated employees and (iv) to
participate in stock option programs and stock purchase
programs of Buyer which are offered to similarly situated
employees.

          (c)  Effective as of the Closing Date, the
Employees shall cease to be eligible to participate in the
Benefit Plans, shall no longer accrue benefits under the
Benefit Plans, and shall not be eligible under the Benefit
Plans for payment of claims incurred thereafter, except to
the extent Buyer has assumed and continued any such Benefit
Plan with the consent of Seller.

          (d)  Notwithstanding any contrary provisions of
this Agreement, (i) Seller shall remain liable for any and
all obligations arising under or relating to the Benefit
Plans (except as otherwise provided in Schedule 6.6 of the
Seller Disclosure Schedule), and (ii) with respect to
Employees who as of the Closing Date are former employees of
the Acquired Business, or are not actively at work, the
Buyer shall assume liability only for (1) any leave
entitlements, reemployment obligations, reinstatement
rights, or related rights, under applicable law, including,
without limitation, the Family and Medical Leave Act of
1993, the Uniformed Services Employment and Reemployment
Rights Act of 1994, workers' compensation laws, or similar
laws, and (2) any rights, benefits or entitlements under the
Acquired Welfare Plans listed on Schedule 6.6, including,
without limitation, health care continuation pursuant to
Part 6 of Title I of ERISA.

          (e)  Each outstanding option (a "Seller Option")
to purchase shares of Seller's common stock held by an
Employee under any stock option plan of Seller, whether
vested or unvested, exercisable or unexerciseable, shall
remain the responsibility of Seller; and Buyer shall have no
obligation or responsibility whatsoever with respect to any
Seller Options.

          (f)  All of the Employees of the Acquired Business
will become Employees of Buyer as of the Closing Date;
however, nothing in this Agreement shall be construed to
require Buyer or the Acquired Subsidiaries to continue the
employment of any Employee for any period of time, or,
except as required by Section 6.6(b) above, to offer any
particular type or level of benefits to any employee.
Nothing in this Agreement shall prevent Buyer or the
Acquired Subsidiaries from disciplining or terminating any
Employee or from amending or terminating any benefit plans
at any time.
Section 6.7    Defense and Payment of Certain Claims.
(a) The parties hereto undertake and agree that, after the
Closing Date, and in the name and on behalf of Buyer and the
Acquired Subsidiaries, Seller will assume all of the
Continuing Claims and, in connection therewith, will (i)
conduct, or cause to be conducted, the administration and
defense of the Continuing Claims, and (iii) pay or cause to
be paid, as may be necessary and appropriate, all
liabilities to third parties, cost and expenses resulting
from the Continuing Claims that are not paid to or for the
account of claimants or Buyer or the Acquired Subsidiaries
by insurance or by any third party ("Continuing Claims
Costs").  In connection with the foregoing, Seller hereby
agrees to indemnify and hold Buyer and its directors,
officers, employees, agents and affiliates harmless from all
liability to third parties asserting Continuing Claims.

          (b)  In consideration for the undertaking and
agreement of Seller set forth in this Section 6.7 and the
other consideration provided for in this Agreement, Buyer
agrees, that:

               (i)  subject to the obligations of Seller and
Buyer after the Closing Date under this Section 6.7, at all
times after the Closing Date, Seller will have the sole and
exclusive right to conduct, or cause to be conducted, and,
whether through insurance carriers or otherwise, the
administration and defense of all Continuing Claims as
provided above; provided, however, that (i) Buyer will be
entitled to monitor, at its own expense, and with any
counsel selected by it, the administration and defense of
all material Continuing Claims by Seller and (ii) Buyer may,
in its sole and absolute discretion, at any time and from
time to time in respect of any Continuing Claim, elect to
terminate Seller's rights to conduct or cause to be
conducted the administration and defense thereof by giving
notice in writing to Seller of such election, whereupon such
rights by Seller will automatically terminate and Seller
will automatically be deemed released from any further
liability or obligation under this Section 6.7 in respect of
the Continuing Claims as to which Buyer has terminated
Seller's rights and obligations (a "Discontinued Claim").
Notwithstanding any provision of this Agreement to the
contrary, any liabilities, costs or expenses resulting from
or in connection with a Discontinued Claim that are incurred
or paid subsequent to Seller's receipt of Buyer's election
to terminate Seller's rights and obligations with respect
thereto will not thereafter be deemed or treated as
Continuing Claims Costs for purposes of this Section 6.7.
If Buyer terminates Seller's rights with respect to the
administration and defense of a Discontinued Claim, Seller
will make commercially reasonable efforts to change counsel
of record and otherwise fully vest in Buyer or the
appropriate Acquired Subsidiary the full and sole right and
power to conduct the administration and defense of such
Discontinued Claim;

               (ii) at all times after the Closing Date,
Buyer will give notice, within five business days, to Seller
of the assertion or commencement of any action which would
be a Continuing Claim, but no failure to give such notice
will relieve Seller from its obligations provided above
(except to the extent that Seller has suffered actual
prejudice thereby).  Further, Seller will have a period of
30 days from the receipt of notice of any such action which
to investigate such action and to determine whether to
execute an acknowledgment of claim; provided, however, in
the event that Buyer or any of the Acquired Subsidiaries
take any action believed to be reasonable with respect to
such action before the end of such 30-day period, such
action will not relieve Seller from its obligations provided
above; and provided, further that Buyer has provided Seller
with prior written notification of such action to the extent
practicable;

               (iii)     Buyer and the Acquired Subsidiaries
will provide or make available to Seller and its
representatives, all records, materials and personnel of the
Acquired Business reasonably required by Seller or its
representatives for use in the conduct of the administration
and defense of the Continuing Claims and, further, Buyer and
the Acquired Subsidiaries will cooperate fully with Seller
and its representatives in the conduct of the administration
and defense of the Continuing Claims;

               (iv) Buyer and the Acquired Subsidiaries will
maintain all books, records, materials and files of the
Acquired Business existing as of the Closing Date and
relating to any of the Continuing Claims for a period of ten
years following the Closing Date;
(v)  Neither Buyer nor any of the Acquired
Subsidiaries will take any action that would impair or
invalidate the insurance under which any of the Continuing
Claims are or may be covered that are in existence at the
Closing Date.  For purposes of this Section 6.7, all
references to the representatives of Seller will include the
attorneys and insurance carriers of Seller and its
affiliates as well as the personnel of Seller and its
affiliates; and

               (vi) Seller will retain, and Buyer, on behalf
of the Acquired Subsidiaries, agrees to assign to Seller,
any and all insurance claims, insurance receivables and all
other benefits (including premium refunds) arising under any
and all insurance policies covering the Continuing Claims
for which Seller is liable or obligated under this Section
6.7.  With respect to the Continuing Claims, Buyer will not
have any obligation to make a claim under any insurance
policy procured by Buyer after the Closing Date; any such
insurance policy will expressly negate or waive any right of
subrogation with respect to any contractual rights against
Seller or any affiliate of Seller or any insurance carrier
of Seller relating to the Continuing Claims.

     Section 6.8    Insurance.  Buyer agrees and
acknowledges that the insurance policies listed on Section
3.16 of the Seller Disclosure Schedule are maintained by
Seller and that immediately after the Closing, the Acquired
Subsidiaries will no longer be designated insureds
thereunder and, except to benefit Seller with respect to
Continuing Claims assumed by Seller, such insurance policies
will cease to insure any of the business, operations,
assets, or affairs of the Acquired Business.

     Section 6.9    Fees and Expenses. Whether or not the
transactions contemplated herein are consummated and except
as otherwise provided herein, all fees, costs and expenses
incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party
incurring such expenses; provided, however, that Seller and
Buyer shall each pay one-half of (i) the filing fee required
under the HSR Act and (ii) any filing fee required by the
FCC to file FCC applications.

     Section 6.10   Taxes.

          (a)  Apportionment of Taxes Between Pre-Closing
and Post-Closing Tax Periods.  In order to apportion
appropriately any Taxes relating to any taxable year or any
other period that is treated as a taxable year (a "Tax
Period") that includes (but that would not, but for this
Section 6.10, close on) the Closing Date, the parties hereto
will, unless specifically prohibited by applicable law,
elect with the relevant taxing authority to treat for all
purposes the Closing Date as the last day of a taxable
period of the Acquired Subsidiaries, and such Tax Period
will be treated as a Short Tax Period and a Pre-Closing Tax
Period for purposes of this Agreement.  In any case in which
applicable law specifically prohibits any of the Acquired
Subsidiaries from treating the Closing Date as the last day
of a Short Tax Period, then for purposes of this Agreement,
the portion of such Taxes that is attributable to the
operations of such Acquired Subsidiary for such Interim Tax
Period will be the Income Tax that would be due with respect
to the Interim Tax Period if such Interim Tax Period were a
Short Tax Period.  "Short Tax Period" means any Tax Period
ending on the Closing Date.  "Interim Tax Period" means,
with respect to any Taxes imposed on the Acquired
Subsidiaries on a periodic basis for which the Closing Date
is not the last day of a Short Tax Period, the period of
time beginning on the first day of the actual Tax Period
that includes (but does not end on) the Closing Date and
ending on the Closing Date.  "Pre-Closing Tax Period" means
any Tax Period, Short Tax Period or Interim Tax Period
ending on or before the Closing Date.
(b)  Section 338 Election.  At Buyer's option,
Seller will join with Buyer (or any of its wholly-owned
subsidiaries) in making an election (or elections) under
Section 338(h)(10) and Treasury Regulation Section
1.338(h)(10)-1 of the Code, and any corresponding elections
permitted under state, local or foreign law, with respect to
the purchase and sale of the Shares.  The Purchase Price
will be allocated among the assets of the Acquired
Subsidiaries as agreed to by Seller and Buyer prior to the
Closing.  Seller and Buyer will exchange completed copies of
Internal Revenue Service Form 8023-A, required schedules
thereto, and any similar state, local or foreign forms or
schedules, executed by the Seller, as soon as practicable
after the Closing Date.  Seller and Buyer agree that as a
result of the election under Section 338(h)(10), the deemed
asset sale resulting from the Section 338(h)(10) election
must be included in the final Short Tax Period.  In any case
where applicable law specifically prohibits any of the
Acquired Subsidiaries from treating the Closing Date as the
last day of a Short Tax Period, then for purposes of this
Agreement, the portion of such Tax that is attributable to
the operations of such Acquired Subsidiaries for such
Interim Tax Period will be the Tax that would be due with
respect to the Interim Tax Period if such Interim Tax Period
were a Short Tax Period.  The Seller will not, and will not
permit any of the Acquired Subsidiaries to, take, cause or
permit to be taken any action that would disqualify the sale
of the Shares as a deemed asset sale under Section
338(h)(10) and Treasury Regulation Section 1.338(h)-(10)(a).

          (c)  Preparation and Filing of Income Tax Returns.
Seller will be responsible, at its expense, for the
preparation and filing of all Tax Returns for all Tax
periods ending prior to the Closing Date and for any Short
Tax Period.  Seller will prepare such Tax Returns in a
manner consistent with prior years and will, in respect of
such Tax Returns, determine the income, gain, expenses,
losses, deductions and credits of the Acquired Subsidiaries
in a manner consistent with prior practice.  The results of
operations of the Acquired Subsidiaries from the first day
of the taxable year through the Closing Date will be
included in Seller's consolidated federal income Tax Return
and in any consolidated, combined or unitary income Tax
Returns required to be filed by Seller after the Closing
Date.  The results of operations of the Acquired
Subsidiaries from the first day of the taxable year through
the Closing Date will be included in any separate Tax
Returns filed by the Acquired Subsidiaries after the Closing
Date; provided, however, that Seller will prepare (without
cost to Buyer or the Acquired Subsidiaries) all such
separate Tax Returns for any Short Tax Period (but not for
any Tax Period which includes or ends after the Closing
Date) and submit them to Buyer, and Buyer will have all such
separate Tax Returns appropriately executed and filed on a
timely basis.  With respect to any Tax Return to be prepared
by Seller, Buyer will, and will cause the Acquired
Subsidiaries to, provide to Seller information in a manner
consistent with past practice for use in preparation of such
Tax Returns, in each case, no later than 60 days after the
relevant Tax Period ends.  Notwithstanding the foregoing,
Buyer will be responsible for preparing and filing all Tax
Returns of the Acquired Subsidiaries for Tax Periods not
ending on or before the Closing Date, even if such Tax
Returns cover Tax Periods prior to the Closing Date.

          (d)  Cooperation.  Seller, on the one hand, and
Buyer, on the other hand, will, and will cause the Acquired
Subsidiaries to, provide each other with such assistance as
may reasonably be requested by them in connection with the
preparation of any Tax Return, any Tax audit or other
examination by any Governmental Entity, or any judicial or
administrative proceedings related to liability for Taxes.
Seller, on the one hand, and Buyer, on the other hand, will,
and will cause the Acquired Subsidiaries to, retain and
provide each other with any records or information which may
be relevant to such preparation, audit, examination,
proceeding or determination.  Such assistance will include
making employees available on a mutually convenient basis to
provide and explain such records and information and will
include providing copies of any relevant Tax Returns and
supporting work schedules.  The party requesting assistance
hereunder will reimburse the other for reasonable out-of-
pocket expenses incurred in providing such assistance.
(e)  Refund Claims.  Seller will provide Buyer and
the Acquired Subsidiaries with such assistance as they may
reasonably request to prepare any refund claim attributable
to the carryback of any tax losses or tax credits incurred
by Buyer or the Acquired Subsidiaries in any Post-Closing
Tax Period to any consolidated, combined or unitary income
Tax Return of Seller or to any separate Tax Return of any of
the Acquired Subsidiaries for any Pre-Closing Tax Period,
and Seller will receive and retain the amount of any
resulting refunds together with any interest thereon upon
receipt by any party hereto.  "Post-Closing Tax Period"
means any Tax Period that begins after the Closing Date and,
with respect to any Tax Period beginning before and ending
after the Closing Date, the portion of such Tax Period
commencing on the day following the Closing Date.

          (f)  Tax Sharing Agreements.  Any and all Tax (or
similar) agreements, arrangements or undertaking among
Seller and the Acquired Subsidiaries or the Group or any
member of the Group and the Company  that relate to any
liability of the Acquired Subsidiaries for the Taxes of
Seller, the Group or any member of the Group will terminate
as of the Closing Date and any rights or obligations
resulting from such agreements will be eliminated as of the
Closing Date.

          (g)  Notice of Audit.  If, in connection with any
examination, investigation, audit or other proceeding
concerning any Tax Return covering the operations of any of
the Acquired Subsidiaries on or before the Closing Date,
Seller, on the one hand, or Buyer or such Acquired
Subsidiary, on the other hand, receives from any
Governmental Entity a notice of deficiency, a proposed
adjustment, an assertion of claim or a demand concerning the
Tax Period covered by such Tax Return, Seller will notify
Buyer and such Acquired Subsidiary (if received by Seller)
and Buyer will notify Seller (if received by Buyer or such
Acquired Subsidiary), as the case may be, in writing
promptly (and in any case within 20 days) (i) of its receipt
of same and (ii) upon learning of any examination,
investigation, audit or other proceeding relating to same.

          (h)  Audits Controlled by Seller.  Seller will, at
its own expense, have the sole and exclusive right, power
and authority to negotiate, resolve, settle or contest any
such notice of deficiency, proposed adjustment or assertion
of claim or demand, and to represent and act for and on
behalf of the Acquired Subsidiaries in connection with any
such examination, investigation, audit or other proceeding
related thereto, including refund claims relating to any Tax
Return of the Acquired Subsidiaries, for Tax Periods ending
on or before the Closing Date.  Seller will keep Buyer
informed of the progress thereof and consult with Buyer in
good faith in connection therewith.  Notwithstanding the
first sentence of this Section 6.10(h), Seller agrees that
it will not, and that it will not permit its Acquired
Subsidiaries to, resolve, settle, compromise or abandon any
issue or claim without the prior written consent of Buyer if
such action would materially and adversely affect the Taxes
of Buyer or the Acquired Subsidiaries with respect to any
Post-Closing Tax Period.  Such consent will not be
unreasonably withheld.

          (i)  Audits Controlled by Buyer.  Buyer will, at
its own expense, have the sole and exclusive right, power
and authority to negotiate, resolve, settle or contest any
such notice of deficiency, proposed adjustment or assertion
of claim or demand, and to represent and act for and on
behalf of the Acquired Subsidiaries in connection with any
such examination, investigation, audit or other proceeding
of any Tax Return of Buyer or the Acquired Subsidiaries for
Tax Periods ending after the Closing Date.  In the event
that any such examination, investigation, audit or other
proceeding could affect Tax Returns of the Acquired
Subsidiaries for Tax Periods ending on or before the Closing
Date, Buyer will keep, and will cause the Acquired
Subsidiaries to keep, Seller informed of the progress of any
such proceedings and will consult, and will cause the
Acquired Subsidiaries to consult, with Seller in good faith
in connection therewith.  Notwithstanding the first sentence
of this Section 6.10(i), to the extent that Seller has
indemnified Buyer and the Acquired Subsidiaries with respect
to any such notice of deficiency, proposed adjustment or
assertion or claim or demand herein, Buyer will not, and
will not permit the Acquired Subsidiaries to, resolve,
settle, compromise, or abandon any issue or claim without
the prior written consent of Seller if such action would
materially and adversely affect the Taxes of Seller for any
Tax Period.  Such consent will not be unreasonably withheld,
and will not be necessary to the extent that Buyer notifies
Seller that Buyer will forego any obligation of Seller to
indemnify Buyer against the effects of any such settlement.
Section 6.11   Sales and Transfer Taxes.  Buyer will be
responsible for and pay all sales and use Taxes, duties, and
transfer fees applicable to the transactions contemplated
herein.

     Section 6.12   Assignment of Contracts and Permits.
Notwithstanding any other provision hereof, in connection
with any Contract identified on Section 3.12 of the Seller
Disclosure Schedule or any permit, approval, license or
authorization issued by a Governmental Entity (each a
"Governmental Authorization") held by Seller or the Acquired
Subsidiaries which relates exclusively to the Acquired
Business and which, as a matter of law or by its terms, is
(i) not assignable, or (ii) not assignable without the prior
approval or consent of the issuer thereof or the other party
or parties thereto (collectively "Non-Assignable Rights"),
Seller shall:

          (a) apply for and use all reasonable efforts to
obtain all consents or approvals contemplated by the
Contracts or Governmental Authorizations, in form and
substance satisfactory to Buyer;

          (b) cooperate with Buyer in any reasonable and
lawful arrangements designed to provide the benefits and
burdens of such Non-Assignable Rights to Buyer, including
holding any such Non-Assignable Rights in trust for Buyer or
acting as agent for Buyer;

          (c) enforce any rights of Seller arising from
such Non-Assignable Rights against the issuer thereof or the
other party or parties thereto;

          (d) take all such actions and do, or cause to be
done, all such things at the request of Buyer as shall
reasonably be necessary and proper in order that the value
of any Non-Assignable Rights shall be preserved and shall
inure to the benefit of Buyer; and

          (e) pay over to Buyer all monies or other assets
collected by or paid to Seller in respect of such Non-
Assignable Rights.

     Buyer shall reimburse Seller for all reasonably
incurred payments, costs and expenses made, incurred or
suffered in performing Seller's obligations as requested by
Buyer under this Section 6.12.  If Seller is unable to
lawfully provide the benefit of any Governmental
Authorization to Buyer, it shall not, at any time, use such
Governmental Authorization for its own purposes or assign or
provide the benefit of such Governmental Authorization to
any other party.

     6.13 Notification.  Each party hereto shall, in the
event of, or promptly after obtaining knowledge of, the
occurrence or threatened occurrence of any fact or
circumstance that would cause or constitute a material
breach of any of its representations and warranties set
forth herein, give notice thereof to the other party and
shall use its reasonable efforts to prevent or remedy such
breach.

     6.14 Indemnity Relating to Certain Litigation and
Certain Benefits Liabilities.  (a)  Seller shall indemnify
from and after the Closing Date (i) Buyer and its
subsidiaries against all losses in connection with any suit,
action, proceeding or investigation pending at or arising
after the Closing Date that relates to the Company or any of
its subsidiaries prior to the Closing Date ("Indemnifiable
Claim") and (ii) any person who was an officer, director,
partner or employee of the Company or any of its
subsidiaries against all losses in connection with any
Indemnifiable Claim.

          (b)  If a party entitled to be indemnified
hereunder (an "Indemnified Party") shall receive notice of
the assertion by a person who is not a party to this
Agreement of an Indemnifiable Claim, such Indemnified Party
shall give Seller prompt notice thereof after becoming aware
of such Indemnifiable Claim; provided, however, that the
failure of the Indemnified Party to give notice as provided
in this Section 6.14(b) shall not relieve Seller of its
obligations under Section 6.14(a), except to the extent that
Seller is actually prejudiced by such failure to give
notice.  Such notice shall describe the Indemnifiable Claim
in reasonable detail, and, if practicable, shall indicate
the estimated amount of the loss sustained by Indemnified
Party.
(c)  Seller may elect to defend, at its own
expense and by its own counsel, any Indemnifiable Claim.  If
Seller elects to defend an Indemnifiable Claim, it shall,
within 30 days of notice of such Indemnifiable Claim (or
sooner, if the nature of such Indemnifiable Claim so
requires), notify the related Indemnified Party of its
intent to do so and acknowledge its liability therefor, and
such Indemnified Party shall cooperate in the defense of
such Indemnifiable Claim.  After notice from Seller to an
Indemnified Party of its election to assume the defense of
an Indemnifiable Claim, Seller shall not be liable to such
Indemnified Party under this Section 6.14 for any legal or
other expenses subsequently incurred by such Indemnified
Party in connection with the defense thereof; provided,
however, that if, under applicable standards of professional
conduct (as advised by counsel to Seller), a conflict on any
significant issue between such Indemnified Party and Seller
or between any two or more Indemnified Parties may exist in
respect of such claim, then Seller shall pay the reasonable
fees and expenses of one such additional counsel as may be
required to be Acquired in light of such conflict.  If
Seller elects not to defend against an Indemnifiable Claim,
or fails to notify an Indemnified Party of its election as
provided in this Section 6.14 within the time period
specified, such Indemnified Party may defend, compromise and
settle such Indemnifiable Claim.  Notwithstanding the
foregoing, (i) neither Seller nor an Indemnified Party, as
the party controlling the defense of an Indemnifiable Claim,
may compromise or settle any claim or consent to the entry
of any judgment for other than monetary damages without the
prior written consent of the other; provided that (upon
reasonable notice thereof) consent to compromise or
settlement or the entry of a judgment shall not be
unreasonably withheld or delayed, and (ii) Seller shall not
consent to the entry of any judgment or enter into any
compromise or settlement which does not include as an
unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party and all other
Indemnified Parties, as the case may be, subject to such
Indemnifiable Claim of a full and final release from all
liability in respect of such claim or litigation.

          (d)  Notwithstanding any other provision of this
Agreement to the contrary, and except with respect to Tax
Losses (as defined below):  (i) Seller will not be liable to
any Indemnified Party for any Losses pursuant to this
Section 6.14 or otherwise except to the extent that the
aggregate amount of Losses indemnified thereunder exceeds
$2,500,000; (ii) the total aggregate liability of Seller
Losses that may arise under this Section 6.14 or otherwise
will not exceed $50,000,000; and (iii) any claims for Losses
pursuant to this Section 6.14 or otherwise can only be made
in respect of Indemnifiable Claims actually filed or
commenced on or prior to eighteen months after the Closing
Date.  Notwithstanding any other provision of this Agreement
to the contrary, Seller's liability for Losses relating to
Indemnifiable Claims for Taxes ("Tax Losses") shall be
without limit in dollar amount (although still subject to
Section 6.14(d)(i)) and claims for Tax Losses pursuant
hereto may be made at any time.

          (e)  Notwithstanding the foregoing provisions,
Seller shall indemnify, from and after the Closing Date,
Buyer or any of its Subsidiaries against any Indemnifiable
Claim resulting directly from (i) claims by Employees under
the Acquired Welfare Plans that were incurred but unpaid
prior to the Closing Date, but only to the extent such
claims exceed (A) the insurance coverage and trust assets
available to cover such claims, plus (B) the amounts
reserved on the Closing Balance Sheet with respect to such
claims; and (ii) any claims by Employees resulting solely
from (A) the failure of Seller to accelerate the
exercisability of such Employees' outstanding options under
the Company Stock Plans (as defined in the Merger Agreement)
or (B) the lapse or cancellation of such options.
ARTICLE VII
                              
                         Conditions

     Section 7.1    Conditions to Each Party's Obligation to
Effect the Closing.  The respective obligations of the
parties to effect the transactions contemplated herein are
subject to the satisfaction, on or prior to the Closing
Date, of the following conditions:

          (a)  Approvals. All authorizations, consents,
orders or approvals of, or declarations or filings with, or
expirations of waiting periods imposed by, any Governmental
Entity or other public or private third party, the failure
of which to obtain would have a material adverse effect on
the Acquired Business as a whole or the ability of Buyer to
own the Shares or the assets included in the Acquired
Business or to operate the Acquired Business, shall have
been filed, occurred or been obtained.

          (b)  No Injunctions or Restraints.  No temporary
restraining order, preliminary or permanent injunction or
other order issued by any court of competent jurisdiction or
other legal restraint or prohibition preventing the
consummation of the transactions contemplated herein shall
be in effect (each party agreeing to use all reasonable
efforts to have any such order reversed or injunction
lifted).

          (c)  HSR and FCC Approvals.  Any applicable
waiting period under the HSR Act shall have expired or been
terminated and the FCC Application shall have been approved
by the FCC.  As used herein, "FCC Approval" means action by
the FCC or its staff granting consent to the transfer of
control of the FCC Licenses to Buyer which, except as may be
waived in writing by Buyer in its sole discretion, has not
been reserved, stayed, enjoined, set aside, annulled or
suspended; with respect to which no timely request for stay,
petition for reconsideration or appeal of sua sponte action
of the FCC with comparable effect is pending; and as to
which the time for filing any such request, petition or
appeal or for the taking of any such sua sponte action by
the FCC has expired; provided further that, the FCC Approval
shall include grant of a waiver of Section 73.3555(c) of the
rules, the one-to-a-market rule (if necessary under the
rules then in effect), permitting common ownership of
Station KENS-TV and KENS-AM.

          (d)  Termination of Merger Agreement.  The Merger
Agreement shall have been terminated in accordance with its
terms.

     Section 7.2    Conditions of Obligations of Buyer.  The
obligations of Buyer to effect the transactions contemplated
herein are subject to the satisfaction, on or prior to the
Closing Date, of the following conditions unless waived by
Buyer:

          (a)  Representations and Warranties.  The
representations and warranties of Seller contained herein
shall be true and correct in all material respects as of the
Closing Date as though made on and as of the Closing Date,
except to the extent such representations and warranties
speak as of an earlier date (in which case, such
representations and warranties shall be true and correct in
all material respects as of such earlier date) and except as
otherwise contemplated by this Agreement, and Buyer shall
have received a certificate signed on behalf of Seller by
the chief executive officer or the chief financial officer
of Seller to such effect.

          (b)  Performance of Obligations of Seller.  Seller
shall have performed in all material respects all
obligations required to be performed by it under this
Agreement at or prior to the Closing Date, and Buyer shall
have received a certificate signed on behalf of Seller by
the chief executive officer or the chief financial officer
of Seller to such effect.

          (c)  Working Capital at Closing.  Buyer shall have
received a certificate signed on behalf of Seller by the
chief financial officer of Seller setting forth the
estimated net working capital of the Acquired Business
(which shall be calculated on a basis consistent with the
provisions of Section 1.3) as of the Closing Date.
Section 7.3    Conditions of Obligations of Seller.
The obligation of Seller to effect the transactions
contemplated herein is subject to the satisfaction of the
following conditions, on or prior to the Closing Date,
unless waived by Seller:

          (a)  Representations and Warranties.  The
representations and warranties of Buyer contained in this
Agreement shall be true and correct in all material respects
as of the Closing Date as though made on and as of the
Closing Date, except to the extent such representations and
warranties speak as of an earlier date (in which case, such
representations and warranties shall be true and correct in
all material respects as of such earlier date) and except as
otherwise contemplated by this Agreement, and Seller shall
have received a certificate signed on behalf of Buyer by the
chief executive officer or the chief financial officer of
Buyer to such effect.

          (b)  Performance of Obligations of Buyer.  Buyer
shall have performed in all material respects all
obligations required to be performed by them under this
Agreement at or prior to the Closing Date, and Seller shall
have received a certificate signed on behalf of Buyer by the
chief executive officer or the chief financial officer of
Buyer to such effect.

                        ARTICLE VIII
                              
                  Termination and Amendment

     Section 8.1    Termination.  This Agreement may be
terminated at any time prior to the Closing Date:

          (a)  by mutual consent of Buyer and Seller, it
being understood that without limiting the generality of the
foregoing, the consummation of the Merger shall constitute
the mutual consent of Buyer and Seller to the termination of
this Agreement;

          (b)  by either Buyer or Seller if the Closing
shall not have been consummated before April 30, 1998
(unless the failure to so consummate the Closing by such
date shall be due to the action or failure to act of the
party seeking to terminate this Agreement);

          (c)  by Buyer, upon a material breach of any
representation, warranty, covenant or agreement on the part
of Seller set forth in this Agreement, or if any
representation or warranty of Seller shall have become
untrue in any material respect, in either case such that the
conditions set forth in Section 7.2(a) or Section 7.2(b) of
this Agreement, as the case may be, would be incapable of
being satisfied by April 30, 1998; provided, that in any
case, a willful breach shall be deemed to cause such
conditions to be incapable of being satisfied for purposes
of this Section 8.1(c) if such willful breach shall not have
been remedied within ten (10) days after receipt by Seller
of written notice from Buyer specifying the nature of such
willful breach and requesting that it be remedied;

          (d)  by Seller, upon a material breach of any
representation, warranty, covenant or agreement on the part
of Buyer set forth in this Agreement, or if any
representation or warranty of Buyer shall have become untrue
in any material respect, in either case such that the
conditions set forth in Section 7.3(a) or Section 7.3(b) of
this Agreement, as the case may be, would be incapable of
being satisfied by April 30, 1998; or provided, that in any
case, a willful breach shall be deemed to cause such
conditions to be incapable of being satisfied for purposes
of this Section 8.1(d) if such willful breach shall not have
been remedied within ten (10) days after receipt by Buyer of
written notice from Seller, specifying the nature of such
willful breach and requesting that it be remedied; or

          (e)  automatically, without any action by either
Buyer or Seller, at 12:01 a.m. Eastern Time on January 1,
1998, so long as the Merger Agreement has not been
terminated.
Section 8.2    Effect of Termination.  In the event of
a termination of this Agreement by either Seller or Buyer as
provided in Section 8.1, this Agreement shall forthwith
become void and there shall be no liability or obligation on
the part of Buyer or Seller or their affiliates or
respective officers or directors; provided, however, that
any such termination shall not relieve any party from
liability for willful breach of this Agreement or from its
obligations under the Confidentiality Agreement.

     Section 8.3    Amendment. This Agreement may not be
amended except by an instrument in writing signed on behalf
of each of the parties hereto.

     Section 8.4    Extension; Waiver.  At any time prior to
the Closing Date, the parties hereto, by action taken or
authorized by the respective Boards of Directors, may, to
the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the
other parties hereto, (ii) waive any inaccuracies in the
representations and warranties contained herein or in any
document delivered pursuant hereto, and (iii) waive
compliance with any of the agreements or conditions
contained here.  Any agreement on the part of a party hereto
to any such extension or waiver shall be valid only if set
forth in a written instrument signed on behalf of such
party.

                         ARTICLE IX

                        Miscellaneous

     Section 9.1    Nonsurvival of Representations and
Warranties.  None of the representations or warranties in
this Agreement or in any instrument delivered pursuant to
this Agreement shall survive the Closing Date.  This Section
9.1 shall not limit any other covenant or agreement of the
parties set forth in this Agreement or in any instrument
delivered pursuant to the terms hereof.
Section 9.2    Notices.  All notices and other
communications hereunder shall be in writing and shall be
deemed given on the date delivered if delivered personally
(including by reputable overnight courier), on the date
transmitted if sent by facsimile (which is confirmed) or
mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or at
such other address for a party as shall be specified by like
notice):

     (a)  if to Buyer, to

     The E. W. Scripps Company
     312 Walnut Street, 28th Floor
     Cincinnati, Ohio 45202
     Attn:  M. Denise Kuprionis, Secretary
     Facsimile:
     Confirmation:

     with a copy to

     Baker & Hostetler LLP
     3200 National City Center
     1900 East 9th Street
     Cleveland, Ohio 44114
     Attn:  William Appleton, Esq.
     Facsimile:
     Confirmation:

     Attn:
     Facsimile:
     Confirmation:

     and

     (b)  if to Seller, to

     Harte-Hanks Communications, Inc.
     200 Concord Plaza Drive
     San Antonio, Texas 78216
     Attn:  Donald R. Crews
     Facsimile:  210/829-9403
     Confirmation:  210/829-9000

     with a copy to

     Hughes & Luce, L.L.P.
     1717 Main Street, Suite 2800
     Dallas, Texas  75201
     Attn:  Alan J. Bogdanow
     Facsimile:  214/939-6100
     Confirmation:  214/939-5500
Section 9.3    Interpretation.  When a reference is
made in this Agreement to Sections, such reference shall be
to a Section of this Agreement unless otherwise indicated.
The table of contents and headings contained in this
Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.  Whenever the words "include," "includes" or
"including" are used in this Agreement they shall be deemed
to be followed by the words "without limitation."  The
phrase "made available" in this Agreement shall mean that
the information referred to has been made available if
requested by the party to whom such information is to be
made available.

     Section 9.4    Counterparts.  This Agreement may be
executed in counterparts, all of which shall be considered
one and the same agreement and shall become effective when a
counterpart has been signed by each of the parties and
delivered to each of the other parties, it being understood
that all parties need not sign the same counterpart.

     Section 9.5    Entire Agreement; No Third-Party
Beneficiaries.  This Agreement (including the documents and
the instruments referred to herein) and the Confidentiality
Agreement (a) constitute the entire agreement and supersede
all prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter
hereof and thereof, and (b) except as provided in Section
6.6, are not intended to confer upon any person other than
the parties hereto and thereto any rights or remedies
hereunder or thereunder.

     Section 9.6    Governing Law.  This Agreement shall be
governed and construed in accordance with the laws of the
State of Texas without regard to any applicable conflicts-of-
law principles.

     Section 9.7    Specific Performance.  The parties
hereto agree that if any of the provisions of this Agreement
were not performed in accordance with their specific terms
or were otherwise breached, irreparable damage would occur,
no adequate remedy at law would exist and damages would be
difficult to determine, and that the parties shall be
entitled to specific performance of the terms hereof, in
addition to any other remedy at law or equity.

     Section 9.8    Publicity.  Except as otherwise required
by law or the rules of the New York Stock Exchange, Inc.,
for so long as this Agreement is in effect and then with as
much advance notice to the other party as is practicable
under the circumstances, neither Seller nor Buyer shall, or
shall permit any of its Subsidiaries to, issue or cause the
publication of any press release or other public
announcement with respect to the transactions contemplated
by this Agreement without the consent of the other party,
which consent shall not be unreasonably withheld or delayed.

     Section 9.9    Assignment.  Neither this Agreement nor
any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written
consent of the other parties, except that Buyer may assign,
in its sole discretion, any or all of its rights hereunder
to any direct or indirect wholly owned Subsidiary of Buyer.
Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns.

     Section 9.10   Further Assurances.  Subject to the
terms and conditions hereof, Seller and Buyer will, and will
cause their respective Subsidiaries to, do such additional
things as are necessary or proper to carry out and
effectuate the intent of this Agreement or any part hereof
or the transactions contemplated hereby.
IN WITNESS WHEREOF, Buyer and Seller have caused this
Acquisition Agreement to be signed by their respective
officers thereunto duly authorized as of the date first
written above.

                                THE E. W. SCRIPPS COMPANY

                                By:
                                   Name:
                                   Title:

                                HARTE-HANKS COMMUNICATIONS, INC.

                                By:
                                   Name:
                                   Title:
EXCHANGE AGREEMENT
                              
                              
                Dated as of September 4, 1997
                              
                              
                        By and Among
                              
                              
                    BELO HOLDINGS, INC.,
     COLONY CABLE NETWORKS, INC., PJ PROGRAMMING, INC.,
                        BHI SUB, INC.
                              
                              
                             and
                              
                              
                  THE E. W. SCRIPPS COMPANY
TABLE OF CONTENTS
                                                     Page

ARTICLE I - Purchase, Sale and Exchange of 
              Properties and Assets                  E-39
          1.1  TVFN Interests                        E-39
          1.2  KENS; First Closing Date              E-39
          1.3  KENS; Second Closing Date             E-40
          1.4  Assumption of Certain Liabilities     E-40
          1.5  The Closings                          E-41
          1.6  Exchange Consideration                E-41
          1.7  KENS Purchase Price Adjustments       E-41
          1.8  TVFN Adjustments                      E-42
          1.9  Purchase Price Allocation             E-43

ARTICLE II - Representations and Warranties of the 
               Belo Entities                         E-44
          2.1  Organization                          E-44
          2.2  Capitalization; Subsidiaries          E-44
          2.3  Authority                             E-44
          2.4  Consents and Approvals; No Violations E-46
          2.5  CPMCO and TVFN Financial Statements   E-46
          2.6  Litigation                            E-46
          2.7  Employee Benefits.                    E-47
          2.8  Absence of Certain Changes or Events  E-47
          2.9  No Violation of Law                   E-48
          2.10 Taxes.                                E-48
          2.11 Environmental Matters.                E-49
          2.12 Material Contracts                    E-49
          2.13 Brokers or Finders                    E-50
          2.14 Title to Assets                       E-50
          2.15 Condition of Assets.                  E-50
          2.16 Employees.                            E-50
          2.17 Insurance.                            E-50
          2.18 Affiliation Agreements                E-51
          2.19 Belo Interests                        E-51
          2.20 Related Party Agreements              E-51
          2.21 Network Intangible Rights             E-51
          2.22 Trade Secrets                         E-52
          2.23 Transponder Subleases                 E-53
          2.24 Investigations                        E-53
ARTICLE III - Representations and Warranties of 
                Scripps                              E-54
          3.1  Organization                          E-54
          3.2  Authority                             E-54
          3.3  Consents and Approvals; No Violations E-54
          3.4  KENS Financial Statements             E-55
          3.5  Litigation                            E-55
          3.6  Employee Benefits.                    E-55
          3.7  Absence of Certain Changes or Events  E-56
          3.8  No Violation of Law                   E-56
          3.9  Taxes.                                E-56
          3.10 Environmental Matters.                E-57
          3.11 Material Contracts                    E-57
          3.12 Brokers or Finders                    E-57
          3.13 Title to Assets                       E-57
          3.14 Condition of Assets.                  E-58
          3.15 Employees.                            E-58
          3.16 Insurance.                            E-58
          3.17 FCC Licenses.                         E-58
          3.18 KENS Intangible Rights                E-58
          3.19 KENS Trade Secrets                    E-59
          3.20 Investigations                        E-59

ARTICLE IV -   Covenants of the Belo Entities 
                 Pending the First Closing           E-60
          4.1  Covenants with Respect to CPMCO and 
                 TVFN                                E-60
          4.2  Covenants of the Belo Entities        E-62

ARTICLE V -    Covenants of Scripps Pending the 
                 Closings                            E-62
          5.1  Covenants with Respect to the KENS 
                 Assets                              E-62
          5.2  Covenants of Scripps                  E-64

ARTICLE VI -   Additional Agreements                 E-64
          6.1  Reasonable Efforts                    E-64
          6.2  Access to Information                 E-65
          6.3  Legal Conditions to Purchase          E-65
          6.4  Use of Names                          E-65
          6.5  Intercompany Balances                 E-66
          6.6  KENS Employee Matters; Harte-Hanks 
                 Stock Plans                         E-66
          6.7  TVFN Employee Matters                 E-67
          6.8  Fees and Expenses                     E-67
          6.9  Transfer Taxes                        E-67
          6.10 Employment Taxes                      E-67
          6.11 Scripps Assignment of Contracts 
                 and Permits                         E-67
          6.12 Belo Assignment of Contracts and 
                 Permits                             E-68
          6.13 Schedules                             E-69
          6.14 Notification                          E-69
          6.15 Additional Agreements Related to 
                 FCC Licenses                        E-69
          6.16 Resignations                          E-69
          6.17 LMA Agreement                         E-69
          6.18 Notice to Other Partners              E-70
          6.19 Transponder Agreement                 E-70
ARTICLE VII - Conditions to the Obligations of the Belo
                Entities                             E-70
          7.1  Representations, Warranties, 
                 Covenants                           E-70
          7.2  Proceedings                           E-71
          7.3  Damage to the Assets                  E-71
          7.4  Certain Consents                      E-71
          7.5  Hart-Scott-Rodino                     E-71
          7.6  Deliveries                            E-71
          7.7  Closing of the Acquisition Agreement  E-71
          7.8  LMA                                   E-71
          7.9  Affiliation Agreement                 E-71
          7.10 FCC Authorizations                    E-71
          7.11 FCC Approval                          E-71

ARTICLE VIII - Conditions to the Obligations of 
                 Scripps                             E-72
          8.1  Representations, Warranties, 
                 Covenants                           E-72
          8.2  Proceedings                           E-72
          8.3  Certain Consents                      E-72
          8.4  Hart-Scott-Rodino                     E-72
          8.5  Deliveries                            E-72
          8.6  Closing of the Acquisition Agreement  E-72
          8.7  LMA                                   E-72
          8.8  FCC Approval                          E-72

ARTICLE IX - Items to be Delivered at the Closings   E-73
          9.1  Deliveries by Scripps                 E-73
          9.2  Deliveries by the Belo Entities       E-74

ARTICLE X - Nonsurvival of Representations, 
              Warranties and Covenants; 
              Indemnification                        E-75
          10.1 Nonsurvival of Representations 
                 and Warranties                      E-75
          10.2 Indemnification                       E-75

ARTICLE XI - Miscellaneous                           E-77
          11.1 Termination of Agreement              E-77
          11.2 KENS Option                           E-78
          11.3 Liabilities Upon Termination          E-79
          11.4 Assignments                           E-79
          11.5 Further Assurances                    E-79
          11.6 Public Announcement                   E-79
          11.7 Notices                               E-80
          11.8 Captions                              E-80
          11.9 Law Governing                         E-80
          11.10 Waiver of Provisions                 E-81
          11.11 Counterparts                         E-81
          11.12 Entire Agreement                     E-81
          11.13 Confidentiality                      E-81
          11.14 Brokers or Finders                   E-81
          11.15 Specific Performance                 E-81
          11.16 No Third Party Beneficiaries         E-81
          11.17 Waiver                               E-81
          11.18 Certain Definitions                  E-82
EXCHANGE AGREEMENT

     EXCHANGE    AGREEMENT   (this   "Agreement"),   dated    as    of
September   4,   1997,   by   and  among  BELO   HOLDINGS,   INC.,   a
Delaware     corporation    ("Belo    Holdings"),     COLONY     CABLE
NETWORKS,   INC.,   a   Rhode   Island  corporation   ("Colony"),   PJ
PROGRAMMING,  INC.,  a  Rhode  Island  corporation  ("PJPI"   ),   BHI
SUB,   INC.,  a  Delaware  corporation  ("Belo  Sub"  and,  with  Belo
Holdings,   Colony  and  PJPI,  sometimes  hereinafter   referred   to
as   the   "Belo  Entities"),  and  THE  E.W.  SCRIPPS   COMPANY,   an
Ohio corporation ("Scripps").

                    W I T N E S S E T H

     WHEREAS,   PJPI  owns  a  general  partner  interest   in   Cable
Program   Management   Co.,  G.P.,  a  Delaware  general   partnership
("CPMCO") (the "PJPI Interest");

     WHEREAS,   Colony   owns   a   general   partner   interest    in
Television     Food     Network,    G.P.,    a    Delaware     general
partnership   ("TVFN")   (the  "Colony   Interest"   and,   with   the
PJPI   Interest,   sometimes   hereinafter   referred   to   as    the
"TVFN Interests");

     WHEREAS,   Scripps,  or  an  entity  to  be  formed  and   wholly
owned   by  Scripps  (the  "KENS  Entity"),  will  own  on  the  First
Closing  Date  (as  defined  herein)  all  of  the  right,  title  and
interest    in   the   assets   used   primarily   in    (the    "KENS
Assets"),    and    all   liabilities   and   obligations    (accrued,
absolute,   contingent,   undisclosed   or   otherwise)   which    are
primarily  related  to  or  have  arisen  or  will  arise  from   (the
"Assumed   Liabilities"),   the   television   station   KENS-TV   and
the   radio   station   KENS(AM)  (collectively,   "KENS"),   pursuant
to   that   certain  Acquisition  Agreement,  dated  as  of  May   16,
1997,    as    amended   on   or   about   the   date   hereof    (the
"Acquisition   Agreement"),  by  and  between   Scripps   and   Harte-
Hanks   Communications,   Inc.,   a  Delaware   corporation   ("Harte-
Hanks");

     WHEREAS,   the   Belo   Entities  desire   to   sell   the   TVFN
Interests  and  to  purchase  KENS,  all  pursuant  to  the  terms  of
this Agreement; and

     WHEREAS,   Scripps  desires  to  sell  KENS   and   to   purchase
the   TVFN   Interests,   all  pursuant   to   the   terms   of   this
Agreement;

     NOW,   THEREFORE,   in  consideration  of   the   foregoing   and
of   other   good   and  valuable  consideration,  the   receipt   and
sufficiency   of   which   are   hereby  acknowledged,   the   parties
agree as follows:
ARTICLE I

    Purchase, Sale and Exchange of Properties and Assets

     I.1     TVFN    Interests.    Subject   to    the    terms    and
conditions   set  forth  herein,  on  the  First  Closing   Date   (as
defined  herein),  PJPI  and  Colony  agree  to  sell  and  assign  to
Scripps,   and   Scripps   agrees  to  purchase   and   acquire   from
PJPI and Colony, all of the TVFN Interests.

     I.2    KENS;   First  Closing  Date.   Subject   to   the   terms
and   conditions  set  forth  herein,  Scripps  agrees  to  sell   and
assign   to   Belo   Sub,  and  Belo  Sub  agrees  to   purchase   and
acquire   from  Scripps,  the  KENS  Assets.   On  the  First  Closing
Date,   Scripps  shall  deliver  all  of  the  KENS  Assets  to   Belo
Sub   (as   the  assignee  of  PJPI  and  Colony)  pursuant   to   the
terms of this Agreement, except for:

          (a)     Licenses    and   Authorizations.    All    Scripps'
rights   associated   with   any  Federal  Communications   Commission
("FCC")   licenses,   permits,  waivers   and   authorizations   ("FCC
Licenses,"   which,   for  purposes  of  the   Second   Closing   Date
(as   defined  herein)  shall  be  deemed  to  include  any  renewals,
extensions   or   modifications   thereof   and   additions    thereto
and    any   pending   applications   thereto,   as   well   as    any
additions,      improvements,     replacements     and     alterations
thereto   made   as   permitted  by  the  terms  of   this   Agreement
between   the   date  of  this  Agreement  and  the   Second   Closing
Date)   that   are  held  by  Scripps  as  of  the  closing   of   the
transactions   contemplated   by  the   Acquisition   Agreement   (the
"Acquisition   Closing   Date")   and   used,   held   for   use    or
necessary   in   connection  with  the  business   or   operation   of
KENS,   including,   without   limitation,   those   Licenses   listed
on Schedule 1.2(a) to this Agreement.

          (b)     Tangible    Personal   Property.     All    physical
assets,    equipment,    vehicles,   furniture,    fixtures,    office
materials   and   supplies,   spare   parts,   and   other    tangible
personal    property   of   every   kind   and   description    owned,
leased   or  licensed  by  Scripps  as  of  the  Acquisition   Closing
Date   and  used,  held  for  use  or  necessary  in  connection  with
the    business   and   operations   of   KENS,   including,   without
limitation,    those    shown    on   Schedule    1.2(b)    to    this
Agreement.

          (c)    Real   Property.   All  land  and   leaseholds,   and
other   estates   in   real   property  and   appurtenances   thereto,
and   all   easements,   privileges,   rights-of-way,   riparian   and
other   water  rights,  lands  underlying  any  adjacent  streets   or
roads,    appurtenances,   licenses,   permits   and   other    rights
pertaining   to   or   accruing  to   the   benefit   of   such   real
property    and    leasehold   interests   and   estates    in    real
property,   buildings,   towers,  transmitters   and   antennae,   and
fixtures   and   improvements  thereon  owned,  leased   or   licensed
by  Scripps  as  of  the  Acquisition  Closing  Date  and  used,  held
for   use   or   necessary  in  connection  with  the   business   and
operations    of   KENS,   including,   without   limitation,    those
shown    on     Schedule    1.2(c)   to    this    Agreement    ("Real
Property").

             (d)   Agreements   for  Sale  of   Time.    All   orders,
arrangements,     contracts,     understandings     and     agreements
existing  as  of  the  Acquisition  Closing  Date  for  the  sale   of
advertising    time   on   KENS,   except   those   which    on    the
applicable   Closing   Date  have  already   been   filled   or   have
expired.
(e)     Other   Contracts;   Programming   and   Copyrights.
All   Scripps   Contracts  (as  defined  herein)   entered   into   in
connection   with  the  business  and  operations  of   KENS   as   of
the   Acquisition   Closing  Date,  including,   without   limitation,
those   listed   on   Schedule  1.2(e)  to   this   Agreement,   other
than   (i)   the   network  affiliation  agreement   between   KENS-TV
and   CBS,   Inc.   (the  "KENS  Affiliation  Agreement")   and   (ii)
all    rights    to    programs   and   programming   materials    and
elements  of  whatever  form  or  nature  owned  by  Scripps   as   of
the   Acquisition   Closing  Date  and   used,   held   for   use   or
necessary   in   connection  with  the  business  and  operations   of
KENS,  whether  recorded  on  film,  tape  or  any  other  medium   or
intended   for  live  performance,  television  broadcast   or   other
medium   and   whether   completed   or   in   production,   and   all
related    common   law   and   statutory   Intangible   Rights    (as
defined   herein)   owned,   leased  or  licensed   by   Scripps   and
used   in  connection  with  the  business  and  operations  of  KENS;
provided,   however,  that  in  the  event  that  Scripps  is   unable
to   deliver  the  assets  referred  to  in  clauses  (i)   and   (ii)
above   at   the   First   Closing,   Scripps   shall   provide    the
economic   benefit  of  such  assets  to  Belo  Sub  from  the   First
Closing   Date  to  the  date  such  assets  are  delivered   pursuant
to the terms of this Agreement.

          (f)     Trademarks,    etc.    All    trademarks,    service
marks,   franchises,   patents,   trade   names,   jingles,   slogans,
and   logotypes,  copyrights,  rights  to  the  call  letters   "KENS-
TV"   and  "KENS-AM"  and  other  intangible  rights,  owned,   leased
or   licensed   by  Scripps  as  of  the  Acquisition   Closing   Date
and   used,  held  for  use  or  necessary  in  connection  with   the
business   and   operations   of  KENS  (the   "Intangible   Rights"),
including,    without   limitation,   those    shown    on    Schedule
1.2(f) to this Agreement.

          (g)    FCC   Records.   All  FCC  logs  and  other   records
that relate to KENS or its operations.

          (h)    Files   and  Records.   All  files,  records,   books
of    account,    computer    programs,   tapes,    electronic    data
processing   software,   customer   lists   and   other   records   of
Scripps   relating   to   the  business   and   operations   of   KENS
(other    than   files,   records,   books   of   account,    computer
programs,     tapes,    electronic    data    processing     software,
customer   lists   and  other  records  that  exclusively   refer   to
operations of Scripps other than KENS).

          (i)      Prepaid    Expenses    and    Receivables;    Other
Current   Assets.    All   prepaid  expenses   (other   than   prepaid
taxes)   and   notes   and   accounts   receivable   and   any   other
current   assets   arising  in  connection  with  the   business   and
operations of KENS.

             (j)   Trade   Agreements.   All  goods,  assets,   rights
and   services   due  to  Scripps  under  all  trade  agreements   and
used,   held   for   use   or  necessary  in   connection   with   the
business and operations of KENS.

          (k)     Goodwill.    All   Scripps'   goodwill    in,    and
going concern value of, KENS.

     I.3    KENS;   Second  Closing  Date.   Subject  to   the   terms
and   conditions  set  forth  herein,  on  the  Second  Closing  Date,
Scripps   shall   deliver  all  of  the  KENS  Assets  not   delivered
on   the   First  Closing  Date,  including  any  and  all  additions,
improvements,   replacements   and  alterations   to   any   of   them
made  as  permitted  by  the  terms  of  this  Agreement  between  the
date   of  this  Agreement  and  the  Second  Closing  Date  (all   of
which   shall   be  deemed  to  be  part  of  the  KENS   Assets   for
purposes of this Agreement).

     I.4  Assumption of Certain Liabilities.

          (a)    Upon   the  terms  and  subject  to  the   conditions
of   this  Agreement,  Belo  Sub  hereby  assumes,  (i)  effective  as
of   the   First  Closing  Date,  and  agrees  to  pay,  perform   and
discharge   when   due,   and   indemnify   Scripps   and   hold    it
harmless   from  the  Assumed  Liabilities  related  to   those   KENS
Assets   transferred  and  delivered  to  Belo  Sub   at   the   First
Closing   and   (ii)  effective  as  of  the  Second   Closing   Date,
and   agrees   to   pay,   perform  and  discharge   when   due,   and
indemnify   Scripps   and   hold  it   harmless   from   the   Assumed
Liabilities remaining as of the Second Closing Date.
(b)    Belo  Sub  shall  in  no  event  assume,  nor   shall
it   be   liable  for,  any  obligations  or  liabilities  of  Scripps
of   any   nature  whatsoever  (whether  express  or  implied,   fixed
or   contingent,   known   or  unknown)   other   than   the   Assumed
Liabilities.   Scripps   agrees  to  pay,   perform   and   discharge,
and   indemnify   against   and  hold  the  Belo   Entities   harmless
from,   all   obligations  and  liabilities,  if  any,   relating   to
the KENS Assets, except the Assumed Labilities.

     I.5      The     Closings.     The    consummation     of     all
transactions   provided  for  in  this  Agreement,  other   than   the
transfer   of  those  KENS  Assets  referred  to  in  Section   1.2(a)
through   (k),  (the  "First  Closing")  shall  take  place   at   the
offices   of   Jenkens   &  Gilchrist,  a  Professional   Corporation,
1445   Ross   Avenue,  Suite  3200,  Dallas,  Texas  75202   at   2:00
p.m.    on   the   Acquisition   Closing   Date,   subject   to    the
satisfaction    or   waiver   of   the   last   of   the    applicable
conditions   required   to  be  satisfied  or   waived   pursuant   to
Article   VII  or  VIII  hereof,  and  the  closing  of  the  transfer
of   those  KENS  Assets  referred  to  in  Section  1.3  shall   take
place  at  such  offices,  at  such  time  and  on  such  date,  which
is   mutually  agreed  to  by  Scripps  and  the  Belo  Entities   and
which  is  not  less  than  five  or  more  than  ten  business   days
after   the   satisfaction   or   waiver   of   the   last   of    the
applicable   conditions   required   to   be   satisfied   or   waived
pursuant   to  Articles  VII  or  VIII  hereof;  or  at   such   other
place,   time   or   date  as  the  parties  shall   agree   upon   in
writing  (the  "Second  Closing  Date").   The  dates  on  which   the
First   Closing   and   the   Second  Closing   are   to   occur   are
referred to herein as the "First and Second Closing Dates".

     I.6       Exchange     Consideration.      Subject     to     the
adjustments   described   in   Section   1.7   hereof,   (a)   Scripps
shall    pay    for   the   TVFN   Interests   through    the    sale,
conveyance  and  transfer  of  the  KENS  Assets  to  Belo   Sub   (as
assignee  of  PJPI  and  Colony)  pursuant  to  the  terms   of   this
Agreement    (the    "Scripps    Consideration")    and    (b)    Belo
Holdings  shall  pay  for  the  KENS  Assets  through  (i)  the  sale,
conveyance   and   transfer   of  the  TVFN   Interests   to   Scripps
pursuant   to   the   terms  of  this  Agreement   (the   "Belo   TVFN
Consideration"),    (ii)    the    assumption    of    the     Assumed
Liabilities,   and   (iii)  the  payment  of  Seventy   Five   Million
Dollars   ($75,000,000)   (the   "Belo   Cash   Consideration"    and,
with     the    Belo    TVFN    Consideration    and    the    Assumed
Liabilities,    the   "Belo   Consideration").     The    Belo    Cash
Consideration   shall   be   paid  at  the   applicable   Closing   by
wire   transfer   in  immediately  available  funds  to   an   account
specified by Scripps.

     I.7  KENS Purchase Price Adjustments.

          (a)    No  later  than  45  days  after  the  First  Closing
Date,   Scripps  shall  deliver  to  Belo  Holdings  a  balance  sheet
of  KENS  at  the  First  Closing  Date  (the  "KENS  Closing  Balance
Sheet").    The   KENS  Closing  Balance  Sheet  shall   be   prepared
in   accordance   with   generally  accepted   accounting   principles
on   a  basis  consistent  with  the  KENS  Financial  Statements  (as
defined   herein),  except  that  the  KENS  Closing   Balance   Sheet
(i)   will  not  include  any  liabilities  or  reserves  in   respect
of    Continuing    Claims   (as   defined    in    the    Acquisition
Agreement),   (ii)   will   reflect  all  film   contracts   as   long
term   assets   and   all  film  contract  payables   as   long   term
liabilities    and    (iii)    will    not    reflect    as    current
liabilities    the   severance   obligations   for    Employees    (as
defined   in   the  Acquisition  Agreement)  of  KENS  referenced   in
Section   6.6(a)  of  the  Acquisition  Agreement.   To   the   extent
that   the   net   working  capital  (current  assets   less   current
liabilities)   of   KENS  as  shown  on  the  KENS   Closing   Balance
Sheet  is  more  or  less  than  zero,  Belo  Holdings  shall  pay  to
Scripps,   or  Scripps  shall  pay  to  Belo  Holdings,   the   amount
of   such   excess  or  shortfall,  respectively,  by  wire   transfer
of   immediately   available   funds   within   five   days   of   the
earlier  to  occur  of  (A)  acceptance  by  Belo  Holdings   of   the
KENS   Closing  Balance  Sheet  or  (B)  the  Neutral  Auditors'   (as
defined herein) determination.
(b)   After   receipt   of  the  KENS   Closing   Balance
Sheet,   Belo  Holdings  shall  have  20  days  to  review  the   KENS
Closing   Balance  Sheet,  together  with  the  workpapers   used   in
the   preparation   thereof.    Representatives   of   Belo   Holdings
shall  be  given  access  to  all  work  papers,  books,  records  and
other   information   related  to  the   preparation   of   the   KENS
Closing   Balance   Sheet   to  the  extent   required   to   complete
their   review   of   the   KENS   Closing   Balance   Sheet.     Belo
Holdings   may   dispute  items  reflected   on   the   KENS   Closing
Balance   Sheet  only  on  the  basis  that  such  amounts  were   not
arrived   at   in  accordance  with  the  consistent  application   of
accounting   principles   used  in  the  preparation   of   the   KENS
Financial   Statements.    Unless  Belo  Holdings   delivers   written
notice   to   Scripps  on  or  prior  to  the  20th  day  after   Belo
Holdings's    receipt    of   the   KENS   Closing    Balance    Sheet
specifying   in   reasonable  detail  all  disputed  items   and   the
basis   therefor,   Belo   Holdings   shall   be   deemed   to    have
accepted   and  agreed  to  the  KENS  Closing  Balance   Sheet.    If
Belo   Holdings   so  notifies  Scripps  of  its  objection   to   the
KENS   Closing  Balance  Sheet,  Belo  Holdings  and  Scripps   shall,
within   30   days   following  such  notice  (the  "KENS   Resolution
Period"),   attempt   to   resolve   their   differences    and    any
resolution   by   them   as   to  any  disputed   amounts   shall   be
final, binding and conclusive.

          (c)    If,   at   the  conclusion  of  the  KENS  Resolution
Period,    there    remain   amounts   in    dispute    pursuant    to
paragraph    (b)   of   this   Section   1.7,   then    all    amounts
remaining   in   dispute   shall   be   submitted   to   a   firm   of
nationally    recognized    independent   public    accountants    who
shall   not  have  had  a  material  relationship  with  A.  H.   Belo
Corporation   or   Scripps   within   the   past   two   years    (the
"Neutral   Auditors")   and   who  shall   be   selected   by   mutual
agreement   of  Belo  Holdings  and  Scripps  within  10  days   after
the   expiration   of   the  KENS  Resolution  Period.    Each   party
agrees   to   execute,  if  requested  by  the  Neutral  Auditors,   a
reasonable    engagement    letter.     All    fees    and    expenses
relating  to  the  work,  if  any, to  be  performed  by  the  Neutral
Auditors    shall   be   borne   equally   by   Belo   Holdings    and
Scripps.   The  Neutral  Auditors  shall  act  as  an  arbitrator   to
determine,   based   solely   on  presentations   by   Belo   Holdings
and   Scripps,   and  not  by  independent  review  or   audit,   only
those    issues    still   in   dispute.    The   Neutral    Auditors'
determination    shall   be   made   within   30   days    of    their
selection,    shall   be   set   forth   in   a   written    statement
delivered   to  Belo  Holdings  and  Scripps  and  shall   be   final,
binding and conclusive.

          (d)      Notwithstanding     anything     else     contained
herein  to  the  contrary,  the  Belo  Cash  Consideration  shall   be
reduced   by   an  amount  equal  to  the  sum  of  (i)   any   unpaid
indebtedness   of   CPMCO  or  TVFN  owing  to   any   of   the   Belo
Entities   as  of  the  First  Closing  Date  and  that   arose   with
Scripps'   consent   after   September  30,   1997,   and   (ii)   any
capital   or   other   equity   contributions   made   with   Scripps'
consent  by  any  of  the  Belo Entities to  or  on  behalf  of  CPMCO
or   TVFN   after   September  30,  1997  up  to  the  First   Closing
Date.

     I.8  TVFN Adjustments.

          (a)    No  later  than  45  days  after  the  First  Closing
Date,   Belo  Holdings  shall  deliver  to  Scripps  a  balance  sheet
of  TVFN  at  the  First  Closing  Date  (the  "TVFN  Closing  Balance
Sheet").    The   TVFN  Closing  Balance  Sheet  shall   be   prepared
in   accordance   with   generally  accepted   accounting   principles
on   a  basis  consistent  with  the  TVFN  Financial  Statements  (as
defined   herein)   except  that  the  TVFN  Closing   Balance   Sheet
(i)    will    not    include   any   capital    or    other    equity
contributions  made  by  any  of  the  Belo  Entities  to   CPMCO   or
TVFN   after   September   30,  1997  and  (ii)   will   reflect   all
television   program   rights   and   launch   incentive   assets   as
long   term   assets   and   all   television   program   rights   and
launch   incentives   liabilities  as  long  term   liabilities.    To
the   extent  that  the  net  working  capital  (current  assets  less
current   liabilities)  of  TVFN  as  shown  on   the   TVFN   Closing
Balance   Sheet  is  more  or  less  than  zero,  Scripps  shall   pay
Belo   Holdings,  or  Belo  Holdings  shall  pay  Scrips,  an   amount
equal   to   56%   of   such  excess  or  56%   of   such   shortfall,
respectively,    by    wire   transfer   of   immediately    available
funds   within   five   days  of  the  earlier   to   occur   of   (A)
acceptance   by  Scripps  of  the  TVFN  Closing  Balance   Sheet   or
(B) the Neutral Auditors' determination.
(b)      After     receipt    of     the     TVFN     Closing
Balance  Sheet,  Scripps  shall  have  20  days  to  review  the  TVFN
Closing   Balance  Sheet,  together  with  the  workpapers   used   in
the   preparation   thereof.    Representatives   of   Scripps   shall
be  given  access  to  all  work  papers,  books,  records  and  other
information   related  to  the  preparation  of   the   TVFN   Closing
Balance   Sheet   to   the   extent   required   to   complete   their
review   of   the   TVFN   Closing   Balance   Sheet.    Scripps   may
dispute   items   reflected  on  the  TVFN   Closing   Balance   Sheet
only  on  the  basis  that  such  amounts  were  not  arrived  at   in
accordance    with   the   consistent   application   of    accounting
principles   used   in   the  preparation  of   the   TVFN   Financial
Statements.    Unless  Scripps  delivers  written   notice   to   Belo
Holdings  on  or  prior  to  the  20th  day  after  Scripps's  receipt
of   the   TVFN   Closing  Balance  Sheet  specifying  in   reasonable
detail   all   disputed   items  and  the  basis   therefor,   Scripps
shall   be   deemed  to  have  accepted  and  agreed   to   the   TVFN
Closing   Balance  Sheet.   If  Scripps  so  notifies  Belo   Holdings
of   its   objection  to  the  TVFN  Closing  Balance  Sheet,  Scripps
and   Belo   Holdings   shall,   within   30   days   following   such
notice   (the   "TVFN   Resolution  Period"),   attempt   to   resolve
their   differences   and  any  resolution   by   them   as   to   any
disputed amounts shall be final, binding and conclusive.

          (c)    If,   at   the  conclusion  of  the  TVFN  Resolution
Period,    there    remain   amounts   in    dispute    pursuant    to
paragraph    (b)   of   this   Section   1.8,   then    all    amounts
remaining   in   dispute   shall   be   submitted   to   the   Neutral
Auditors   who  shall  be  selected  by  mutual  agreement   of   Belo
Holdings   and  Scripps  within  10  days  after  the  expiration   of
the   TVFN   Resolution  Period.   Each  party  agrees   to   execute,
if    requested    by    the    Neutral   Auditors,    a    reasonable
engagement   letter.    All  fees  and  expenses   relating   to   the
work,   if  any,  to  be  performed  by  the  Neutral  Auditors  shall
be   borne  equally  by  Belo  Holdings  and  Scripps.   The   Neutral
Auditors   shall   act   as   an  arbitrator   to   determine,   based
solely   on   presentations  by  Belo  Holdings   and   Scripps,   and
not   by  independent  review  or  audit,  only  those  issues   still
in   dispute.    The   Neutral  Auditors'   determination   shall   be
made   within  30  days  of  their  selection,  shall  be  set   forth
in    a   written   statement   delivered   to   Belo   Holdings   and
Scripps and shall be final, binding and conclusive.

     I.9    Purchase  Price  Allocation.   The  parties   agree   that
the   value  of  the  Belo  TVFN  Consideration  and  the  amount   of
the   Belo   Cash  Consideration  (as  reduced  pursuant  to   Section
1.7(d)    hereof)    and    the   Assumed   Liabilities    shall    be
allocated   for   federal   income  tax  purposes   among   the   KENS
Assets   in   accordance  with  the  agreement  to   be   reached   by
Scripps     and    Harte-Hanks    pursuant    to    the    Acquisition
Agreement   (the   "Allocation").    Scripps   hereby   agrees    with
the   Belo  Entities  to  keep  the  Belo  Entities  informed   on   a
current  basis  of  the  substance  of  any  discussions  with  Harte-
Hanks   regarding   the  Allocation,  to  allow  the   Belo   Entities
to   participate  directly  with  Scripps  and  Harte-Hanks   in   any
such   discussions  if  they  so  desire  and  to  take  into  account
the   comments   of  the  Belo  Entities  in  reaching  an   agreement
with    Harte-Hanks    on   the   Allocation.     Subject    to    the
requirements   of   applicable   law,   the   Allocation   shall    be
binding   upon   the   parties  for  the  purposes   of   filing   any
return,    report   or   schedule   regarding   Taxes   (as    defined
herein)   arising   from  or  in  connection  with   the   acquisition
of   the   KENS   Assets  from  Scripps.   In   the   event   of   any
purchase    price    adjustment    hereunder,    including,    without
limitation,   under   Section  1.7(a),  (b)   or   (c)   hereof,   the
Belo   Entities  and  Scripps  agree  to  adjust  the  Allocation   to
reflect   such   adjustment   as   Harte-Hanks   and   Scripps    have
agreed   to   under   the   Acquisition  Agreement,   and,   in   each
case,    the    Belo   Entities   and   Scripps    agree    to    file
consistently   any  Tax  Return  (as  defined  herein)   and   reports
required as a result of such adjustment.
ARTICLE II

    Representations and Warranties of the Belo Entities

     Each    of    the   Belo   Entities,   jointly   and   severally,
represents and warrants to Scripps as follows:

     II.1   Organization.    Each   of  the   Belo   Entities,   CPMCO
and   TVFN   is   duly  organized,  validly  existing  and   in   good
standing    under    the   laws   of   the   jurisdiction    of    its
incorporation   or   formation  and  each  of   the   Belo   Entities,
CPMCO   and   TVFN   have  all  requisite  corporate  or   partnership
power   and  authority  to  own,  lease  and  operate  its  properties
and   to  carry  on  its  business  as  now  being  conducted,  except
where   the  failure  to  be  so  organized,  existing  and  in   good
standing  or  to  have  such  power  and  authority  would  not   have
a   material   adverse  effect  on  CPMCO  and  TVFN,   taken   as   a
whole.    Each  of  the  Belo  Entities,  CPMCO  and  TVFN  are   duly
qualified  or  licensed  to  do  business  and  in  good  standing  in
each   jurisdiction   in   which  the  property   owned,   leased   or
operated  by  them  or  the  nature  of  the  business  conducted   by
them   makes   such  qualification  or  licensing  necessary,   except
where  the  failure  to  be  so qualified  or  licensed  and  in  good
standing   would  not  have  a  material  adverse  effect   on   CPMCO
and   TVFN,  taken  as  a  whole  or  on  the  ability  of  the   Belo
Entities   to   consummate  the  transactions   contemplated   hereby.
True,    accurate    and   complete   copies   of   the    partnership
agreements,   including   all  amendments  thereto,   of   CPMCO   and
TVFN,  have  heretofore  been  delivered  to  Scripps.   As  used   in
this   Agreement,  any  reference  to  any  event,  change  or  effect
having  a  material  adverse  effect  on  or  with  respect  to  CPMCO
and   TVFN,   taken   as  a  whole,  or  an  entity   (or   group   of
entities  taken  as  a  whole)  means  that  such  event,  change   or
effect   is   materially   adverse  to   the   business,   properties,
assets,   results   of   operations   or   financial   condition    of
CPMCO   and  TVFN,  taken  as  a  whole,  or  such  entity   (or,   if
with   respect  thereto,  of  such  group  of  entities  taken  as   a
whole).

     II.2 Capitalization; Subsidiaries.

             (a)    The   ownership   (including   the   identity   of
each  owner  and  the  number  of  units  owned  by  each  owner)   of
the  general  partnership  interests  of  CPMCO  and  of  TVFN  is  as
set   forth   on   Section  2.2  of  the  Belo  Disclosure   Schedule.
Except   for   those  that  have  been  waived,  arise   pursuant   to
the   terms   of  the  Partnership  Agreements  (as  defined   herein)
or  which  are  set  forth  on  Section 2.2  of  the  Belo  Disclosure
Schedule,    (i)   there   are   no   existing   options,    warrants,
calls,   subscriptions   or   other  rights   or   other   agreements,
commitments,   understandings  or  restrictions   of   any   character
binding   on  CPMCO  or  TVFN  with  respect  to  general  partnership
interests  therein  or  with  respect  to  the  TVFN  Interests,   and
(ii)   there   are   no   outstanding   contractual   obligations   of
either   CPMCO  or  TVFN  to  issue  or  sell  or  repurchase,  redeem
or   otherwise  acquire  any  partnership  interests  of   either   of
them.   Upon  the  sale  of  the  TVFN Interests  to  Scripps  at  the
First   Closing,   Scripps  will  acquire   the   entire   legal   and
beneficial  ownership  in  all  of  the  TVFN  Interests,   free   and
clear    of    any    liens,    claims,    security    interests    or
encumbrances   other   than  those  that   arise   after   the   First
Closing    Date   pursuant   to   the   terms   of   the   Partnership
Agreements.

             (b)   Section   2.2  of  the  Belo  Disclosure   Schedule
sets   forth   (i)   all  agreements,  contracts,  understandings   or
arrangements   relating   to   TVFN   or   CPMCO   to   which    Reese
Schonfeld   or   any  entity  affiliated  with  him  (the   "Schonfeld
Parties")   is  a  party,  (ii)  the  general  partnership   interests
in   CPMCO  and  TVFN  owned  by  the  Schonfeld  Parties  as  of  the
date   hereof,   and  (iii)  the  general  partnership  interests   in
CPMCO  and  TVFN  that  the  Schonfeld  Parties  have  the  right   to
acquire  from  the  Belo  Entities  or,  to  the  knowledge   of   the
Belo   Entities,   from   any  of  the  other  general   partners   of
CPMCO or TVFN.
(c)    Section   2.2   of   the  Belo  Disclosure   Schedule
sets   forth,  to  the  best  of  the  Belo  Entities'  knowledge,   a
true   and  correct  list  of  each  Subsidiary  (as  defined  herein)
of   CPMCO  and  TVFN  which  identifies  the  owners  of  all  equity
securities    and    partnership   or   other    interests    therein,
including   the  amounts  owned  by  such  persons  or  entities,   in
each   case   as   of   the   date   hereof.   All   of   the   equity
securities    and    partnership   or   other   interests    in    the
Subsidiaries  of  CPMCO  and  TVFN  shown  as  being  owned  by  CPMCO
and   TVFN  are  owned  entirely  by  CPMCO  or  TVFN,  as  the   case
may  be,  as  of  the  date  hereof, free  and  clear  of  all  liens,
claims,   security   interests,  restrictions   or   encumbrances   of
any    kind,    except    for    those   that    arise    under    the
organizational   documents   of   such   Subsidiaries,    restrictions
on   transfer  imposed  by  state  or  federal  securities   laws   or
those   which   are   set   forth  on  Section   2.2   of   the   Belo
Disclosure    Schedule.     All    such    equity    securities    and
partnership   and   other   interests  have   been   duly   authorized
and   validly   issued   and   are  fully  paid   and   nonassessable.
There    are    no    agreements,   understandings   or   undertakings
governing   the  rights  and  duties  of  CPMCO,  TVFN   or   any   of
their   Subsidiaries  as  a  stockholder  of  any  Subsidiary   (other
than   a   Subsidiary  wholly  owned  by  CPMCO  or  TVFN  or   by   a
direct  or  indirect  wholly  owned  Subsidiary  of  CPMCO  or   TVFN)
under   which  CPMCO,  TVFN  or  any  of  their  Subsidiaries  is   or
may   become   obligated,  directly  or  indirectly,  to  acquire   or
dispose    of    any   equity   interest   in,   make   any    capital
contribution   or   extend   credit   to,   or   act   as   guarantor,
surety   or   indemnitor   for  any  liability   of   any   Subsidiary
(other  than  a  Subsidiary  wholly owned  by  CPMCO  or  TVFN  or  by
a   direct   or   indirect  wholly  owned  Subsidiary  of   CPMCO   or
TVFN).    Other   than  Subsidiaries  of  CPMCO   or   TVFN,   neither
CPMCO   nor   TVFN   has  any  interest  in  any  corporation,   joint
venture,     limited    liability    company,    limited     liability
partnership,   or   other   business   enterprise   of   any   nature,
other   than   investments  in  marketable  securities   acquired   in
the  ordinary  course  of  business  or  those  which  are  set  forth
on Section 2.2 of the Belo Disclosure Schedule.

          (d)    Each   Subsidiary   of   CPMCO   and   TVFN   is    a
corporation   or   other   legal  entity   duly   organized,   validly
existing   and   in   good   standing   under   the   laws   of    the
jurisdiction  of  its  incorporation  or  formation  and   each   such
Subsidiary   has  all  requisite  corporate,  partnership   or   other
similar   power   and  authority  to  own,  lease  and   operate   its
properties   and  assets  and  to  carry  on  its  business   as   now
being    conducted,   except   where   the   failure    to    be    so
organized,   existing  and  in  good  standing   or   to   have   such
power   and  authority  would  not  have  a  material  adverse  effect
on CPMCO and TVFN, taken as a whole.
          
             (e)   Each   Subsidiary  of  CPMCO  and  TVFN   is   duly
qualified   and   licensed  to  do  business  and  in  good   standing
in   each  jurisdiction  in  which  the  property  owned,  leased   or
operated  by  it  or  the  nature  of the  business  conducted  by  it
makes    such    qualification   or   licensing   necessary,    except
where  the  failure  to  be  so qualified  or  licensed  and  in  good
standing  would  not  have  material  adverse  effect  on  CPMCO   and
TVFN, taken as a whole.

          (f)    As   of   the   date  hereof,  each   Subsidiary   of
CPMCO   and   TVFN  has  obtained  from  any  requisite   Governmental
Entity    (as    defined   herein)   all   approvals,   permits    and
licenses   necessary   for  the  conduct   of   its   businesses   and
operations,   as   currently  conducted,  which   approvals,   permits
and   licenses  are,  as  of  the  date  hereof,  valid  and  in  full
force   and  effect,  except  where  the  failure  to  have   obtained
such   approvals,   permits   and   licenses   would   not   have    a
material adverse effect on CPMCO and TVFN, taken as a whole.

     II.3   Authority.    Each   of  the   Belo   Entities   has   the
requisite    corporate   power   and   authority   to   execute    and
deliver   this   Agreement   and   to  consummate   the   transactions
contemplated     hereby.      The     execution,     delivery      and
performance   of  this  Agreement  by  the  Belo  Entities   and   the
consummation    by    the   Belo   Entities   of   the    transactions
contemplated   hereby   have  been  duly   authorized   by   each   of
their   respective  Boards  of  Directors,  and  no  other   corporate
proceedings   on   the  part  of  any  of  the   Belo   Entities   are
necessary   to   authorize   this   Agreement   or   for   the    Belo
Entities   to   consummate  the  transactions   contemplated   hereby.
This   Agreement  has  been  duly  executed  and  delivered  by   each
of    the    Belo    Entities    and,    assuming    this    Agreement
constitutes    a   valid   and   binding   obligation   of    Scripps,
constitutes   a  valid  and  binding  obligation  of   each   of   the
Belo   Entities,   enforceable   against   the   Belo   Entities    in
accordance with its terms.
II.4   Consents  and  Approvals;  No  Violations.    Except   (a)
as  set  forth  in  Section  2.4  of  the  Belo  Disclosure  Schedule,
(b)    for    filings,   permits,   authorizations,    consents    and
approvals   as   may   be   required  under,  and   other   applicable
requirements   of,   the  Securities  Exchange   Act   of   1934,   as
amended     (the     "Exchange    Act"),     the     Hart-Scott-Rodino
Antitrust   Improvements   Act  of  1976,   as   amended   (the   "HSR
Act"),   and   the  Communications  Act  of  1934,  as  amended   (the
"FCC  Act"),  and  (c)  as  may  be  necessary  as  a  result  of  any
facts   or  circumstances  relating  solely  to  Scripps  or  any   of
its   Subsidiaries  (as  defined  herein),  none  of  the   execution,
delivery   or   performance   of   this   Agreement   by   the    Belo
Entities   or   the   consummation  by  the  Belo  Entities   of   the
transactions   contemplated  hereby  and  compliance   with   any   of
the   provisions  hereof  will  (i)  conflict  with   or   result   in
any   breach  of  any  provisions  of  the  charters  or   bylaws   of
the   Belo   Entities   or   any   provisions   of   the   Partnership
Agreements,   (ii)   require  any  filing   by   the   Belo   Entities
with,   or   any  permit,  authorization,  consent  or   approval   to
be   obtained   by   the  Belo  Entities  of,  any   court,   arbitral
tribunal,    administrative   agency   or    commission    or    other
governmental   or   other   regulatory   authority   or   agency    (a
"Governmental   Entity"),   (iii)   result   in   a    violation    or
breach   of,   or   constitute  (with  or  without   due   notice   or
lapse  of  time  or  both)  a  default (or  give  rise  to  any  right
of    termination,    amendment,   cancellation    or    acceleration)
under,   any   of   the  terms,  conditions  or  provisions   of   any
note,   bond,   mortgage,   indenture,   lease,   license,   contract,
agreement    or    other   instrument,   obligation   or    commitment
(collectively,   "Contracts")  to   which   CPMCO   or   TVFN   is   a
party  or  by  which  either  of  them  or  any  of  their  properties
or   assets   may  be  bound  ("Belo  Contracts"),  any  Contract   to
which   any   Belo  Entity  is  a  party  or  under  the   Partnership
Agreements,    including,    without    limitation,     Article     IX
thereof,  or  result  in  the  creation  of  any  lien  upon  any   of
the   property  or  assets  of  CPMCO  or  TVFN  or  upon   the   TVFN
Interests,    or   (iv)   violate   any   order,   writ,   injunction,
decree,   statute,  rule  or  regulation  applicable   to   the   Belo
Entities,  CPMCO  or  TVFN,  except,  in  the  case  of  clause  (ii),
(iii)   or   (iv),  for  failures  to  file  or  obtain,   violations,
breaches,   defaults  or  liens  which  would  not  have  a   material
adverse  effect  on  CPMCO  and  TVFN,  taken  as  a  whole,  or   the
ability   of   the  Belo  Entities  to  consummate  the   transactions
contemplated   hereby.    None  of  the   Belo   Entities   have   any
knowledge  of  any  facts  or  circumstances  relating  to  the   Belo
Entities,   CPMCO   or   TVFN   that,   individually   or    in    the
aggregate,   would   prevent   any   necessary   approval    of    the
transactions   contemplated   by  this   Agreement   under   the   FCC
Act;   provided,   however,   the   parties   hereto   recognize   the
necessity for a waiver of the FCC's one-to-a-market rule.

     II.5    CPMCO   and   TVFN   Financial   Statements.     Attached
hereto   as   Exhibits   A   and  A-1  are   the   unaudited   balance
sheets   of  CPMCO,  and  attached  hereto  as  Exhibits  B  and   B-1
are   the   audited   balance  sheets  of  TVFN   (collectively,   the
"TVFN    Balance   Sheets"),   as   of   December   31,   1996    (the
"Balance  Sheet  Date")  and  December  31,  1995,  and  the   related
statements   of  operations  and  cash  flows  for  the  three   years
ended   December   31,  1996  and  the  accompanying   notes   thereto
(together   with   the  TVFN  Balance  Sheets,  the  "TVFN   Financial
Statements").     The    TVFN   Financial   Statements    have    been
prepared    in   accordance   with   generally   accepted   accounting
principles  consistently  applied,  and,  except  as  set   forth   in
Section   2.5   of  the  Belo  Disclosure  Schedule,  fairly   present
in   all  material  respects  the  financial  position  of  CPMCO  and
TVFN    at   the   dates   thereof,   and   the   results   of   their
operations   for   the   periods  then   ended.    After   the   First
Closing,   except   as  otherwise  contemplated  by  this   Agreement,
none    of    the    Belo   Entities   nor   any   of   their    other
Subsidiaries   will   own  or  have  rights  to   use   any   of   the
assets   or   property,   whether  tangible,  intangible   or   mixed,
which  are  necessary  for  the  conduct  of  the  business  of  CPMCO
or TVFN as conducted on the date hereof.

     II.6    Litigation.    Except   as   disclosed   in   the    TVFN
Financial  Statements  or  as  set  forth  in  Section  2.6   of   the
Belo    Disclosure    Schedule,   there   is    no    suit,    action,
proceeding    or   investigation   relating   to   CPMCO    or    TVFN
pending    or,    to    the   knowledge   of   the   Belo    Entities,
threatened,   against  the  Belo  Entities,  CPMCO  or   TVFN   before
any    Governmental   Entity   which,   individually   or    in    the
aggregate,   is   reasonably  likely  to  have  a   material   adverse
effect   on   CPMCO   and  TVFN,  taken  as  a  whole,   or   on   the
ability   of   the  Belo  Entities  to  consummate  the   transactions
contemplated  hereby.   Except  as  set  forth  in  Section   2.6   of
the   Belo   Disclosure   Schedule,  none  of   the   Belo   Entities,
CPMCO   or   TVFN   is   subject  to   or   in   default   under   any
outstanding   order,   writ,  injunction   or   decree   relating   to
CPMCO   or   TVFN   which,  individually  or  in  the  aggregate,   is
reasonably  likely  to  have  a  material  adverse  effect  on   CPMCO
and  TVFN,  taken  as  a  whole,  or  a  material  adverse  effect  on
the    ability    of    the   Belo   Entities   to   consummate    the
transactions contemplated hereby.
II.7     Employee Benefits.

          (a)    Section   2.7   of   the  Belo  Disclosure   Schedule
contains   a   list  of  all  "employee  benefit  plans"  within   the
meaning   of   Section   3(3)  of  the  Employee   Retirement   Income
Security   Act   of  1974,  as  amended  ("ERISA"),  and   all   other
material      benefit     plans,     programs,     agreements      and
arrangements    (the    "TVFN    Benefit    Plans"),    which    cover
employees   or   former  employees  of  CPMCO  or  TVFN   (the   "TVFN
Employees").    True  and  complete  copies  of   all   TVFN   Benefit
Plans,   any   trust  instruments  and/or  insurance   contracts,   if
any,   forming   a  part  of  any  such  plans,  and  all   amendments
thereto;     current     summary     plan     descriptions;      where
applicable,   the   most   current   determination   letter   received
from   the  Internal  Revenue  Service  (the  "Service");  and   where
applicable,     annual    reports,    financial     statements     and
actuarial   reports  for  the  last  plan  year,  which   fairly   and
accurately   reflect   the   financial   condition   of   the   plans,
have been made available to Scripps.

          (b)    All  TVFN  Benefit  Plans  are  in  compliance   with
ERISA,    the    Code   (as   defined   herein),   and    all    other
applicable   laws  in  all  material  respects.   Each  TVFN   Benefit
Plan   which  is  an  "employee  pension  benefit  plan"  within   the
meaning  of  Section  3(2)  of  ERISA  (a  "TVFN  Pension  Plan")  and
which   is   intended  to  be  qualified  under  Section   401(a)   of
the   Code   has  received  a  favorable  determination  letter   from
the  Service,  and  none  of  the Belo  Entities,  CPMCO  or  TVFN  is
aware  of  any  circumstances  likely  to  result  in  revocation   of
any   such   favorable  determination  letter.    Neither   the   Belo
Entities,   CPMCO   or   TVFN  nor  any  Belo  ERISA   Affiliate   (as
defined    herein)    has   contributed   or    been    required    to
contribute   to   any  Multiemployer  Plan  (as  defined   in   ERISA)
with respect to any TVFN Employees.

          (c)    No   liability  under  Subtitle  C  or  D  of   Title
IV  of  ERISA  has  been  incurred by  the  Belo  Entities,  CPMCO  or
TVFN   with  respect  to  any  ongoing,  frozen  or  terminated   TVFN
Pension   Plan,   currently  or  formerly   maintained   by   any   of
them,  or  the  pension  plan  of any entity  which  is  or  has  been
considered   one   employer   with  the  Belo   Entities,   CPMCO   or
TVFN,   as   the  case  may  be,  under  Section  4001  of  ERISA   or
Section   414   of   the  Code  (a  "Belo  ERISA   Affiliate")   which
would   have   a   material  adverse  effect  on   CPMCO   and   TVFN,
taken as a whole.

          (d)    All   contributions   required   to   be   made    or
accrued  as  of  the  Balance  Sheet  Date  under  the  terms  of  any
TVFN  Benefit  Plan  for  which  the  Belo  Entities,  CPMCO  or  TVFN
may   have   liability   have   been  timely   made   or   have   been
reflected   on   the   TVFN   Balance  Sheets.    Neither   any   TVFN
Pension  Plan  nor  any  pension plan  of  any  Belo  Entity  or  Belo
ERISA    Affiliate    has    incurred    an    "accumulated    funding
deficiency"   (whether   or  not  waived)  within   the   meaning   of
Section  412  of  the  Code  or Section 302  of  ERISA  in  an  amount
which   would   have   a  material  adverse  effect   on   CPMCO   and
TVFN,  taken  as  a  whole.   None of  the  Belo  Entities,  CPMCO  or
TVFN,   has   provided,  or  is  required  to  provide,  security   to
any   TVFN  Pension  Plan  pursuant  to  Section  401(a)(29)  of   the
Code.

             (e)   None   of  the  Belo  Entities,  CPMCO  and   TVFN,
has   any  obligations  for  retiree  health  and  life  benefits  for
TVFN   Employees   or   former   TVFN   Employees   under   any   TVFN
Benefit  Plan,  except  as  set forth  in  Section  2.7  of  the  Belo
Disclosure  Schedule  or  as  required  by  Part  6  of  Title  I   of
ERISA.

     II.8   Absence   of  Certain  Changes  or  Events.    Except   as
set   forth   in   Section  2.8  of  the  Belo  Disclosure   Schedule,
since   the   Balance  Sheet  Date,  CPMCO  and  TVFN  have  conducted
business   only   in   the  ordinary  course  consistent   with   past
practice,   and  there  has  not  been  any  change  or   development,
or    combination   of   changes   or   developments    (other    than
changes    relating    to    or   arising    from    legislative    or
regulatory    changes,    developments   generally    affecting    the
broadcasting   industry  or  general  economic   conditions   in   the
United   States),  which  individually  or  in  the   aggregate   have
had   or   are   reasonably  likely  to  have   a   material   adverse
effect on CPMCO and TVFN, taken as a whole.
II.9   No  Violation  of  Law.   Except  as  disclosed   in   the
TVFN  Financial  Statements  or  as  set  forth  in  Section  2.9   of
the   Belo   Disclosure   Schedule,  none  of   the   Belo   Entities,
CPMCO   or  TVFN  is  in  violation  of,  or,  to  the  knowledge   of
the   Belo   Entities,  under  investigation  with   respect   to   or
has   been   given   notice  or  been  charged  by  any   Governmental
Entity  with  any  violation  of,  any  law,  statute,  order,   rule,
regulation   or   judgment   of   any  Governmental   Entity,   except
for   violations   which,  in  the  aggregate,  would   not   have   a
material  adverse  effect  on  CPMCO  and  TVFN,  taken  as  a  whole.
The    Belo    Entities,   CPMCO   and   TVFN   have   all    permits,
licenses,    franchises   and   other   governmental   authorizations,
consents   and  approvals  necessary  to  conduct  the   business   of
CPMCO   and  TVFN  as  presently  conducted,  except  for   any   such
permits,     licenses,     franchises    or     other     governmental
authorizations,   consents  and  approvals  the   failure   of   which
to   have   would  not  have  a  material  adverse  effect  on   CPMCO
and TVFN, taken as a whole.

     II.10     Taxes.

          (a)    Except   as   disclosed   in   the   TVFN   Financial
Statements   or   as   set  forth  in  Section  2.10   of   the   Belo
Disclosure Schedule:

               (i)    Colony,   PJPI,   CPMCO  and   TVFN   have   (A)
     duly      filed     with     the     appropriate     governmental
     authorities   all   Tax  Returns  required   to   be   filed   by
     them   on  or  prior  to  the  First  Closing  Date,  other  than
     those   Tax   Returns  the  failure  of  which  to   file   would
     not    have   a   material   adverse   effect   on   the   entity
     required   to  file  such  Tax  Return,  and  such  Tax   Returns
     are    true,    correct   and   complete    in    all    material
     respects,   and   (B)  duly  paid  in  full  or  made   provision
     in     accordance    with    generally    accepted     accounting
     principles   for   the   payment  of  all   Taxes   (as   defined
     herein)   due  with  respect  to  periods  ending  on  or   prior
     to the First Closing Date;

                   (ii)        all   monies   which   Colony,    PJPI,
     CPMCO   and   TVFN  have  been  required  by  law   to   withhold
     from   employees   or   other   contractors   with   respect   to
     payments   made  or  periods  ending  on  or  before  the   First
     Closing  Date  have  been  withheld  and  timely  paid   to   the
     appropriate governmental authority;

               (iii)       as   of   the   date   hereof,   the    Tax
     Returns   for   Colony,   PJPI,   CPMCO   and   TVFN   are    not
     currently   the   subject   of  any   audit,   investigation   or
     proceeding   by   the   Service  or,  to   the   Belo   Entities'
     knowledge,   any   state   or   local   taxing   authority,   and
     none   of   Colony,  PJPI,  CPMCO  or  TVFN  has   received   any
     written   notice   of   deficiency   or   assessment   from   any
     taxing    authority    with   respect    to    liabilities    for
     material   Taxes   of   Colony,  PJPI,  CPMCO   or   TVFN   which
     have   not   been   paid   or   finally   settled,   other   than
     audits,     deficiencies    or    assessments    disclosed     in
     Section   2.10  of  the  Belo  Disclosure  Schedule   which   are
     being    contested    in    good   faith   through    appropriate
     proceedings; and

               (iv)    no   federal   income   tax   audit   of    the
     affiliated   group   of   which   the   predecessor    of    Belo
     Holdings   was   the   common  parent   is   underway,   and   no
     federal   income   tax   audit  of  the   affiliated   group   of
     which   Belo   Holdings  is  currently  a  member   is   underway
     for   any   year  during  which  Colony  and  PJPI  were  members
     of such group.

(b)     "Taxes"    means   all   taxes,   charges,    fees,    levies,
imposts,    duties   or   other   assessments,   including,    without
limitation,   income,   gross  receipts,  estimated   taxes,   excise,
personal   property,   real  property,  sales,  ad   valorem,   value-
added,     leasing,    withholding,    social    security,     workers
compensation,     unemployment     insurance,     occupation,     use,
service,   service   use,   license,   stamp,   payroll,   employment,
windfall     profit,    environmental,    alternative    or     add-on
minimum   tax,   franchise,  transfer  and   recording   taxes,   fees
and   charges,   imposed   by  the  United  States   or   any   state,
local,   or   foreign  governmental  authority  whether  computed   on
a   separate,   consolidated,   unitary,   combined   or   any   other
basis;   and   such   term   shall  include   any   interest,   fines,
penalties   or   additional  amounts  attributable   or   imposed   on
or   with   respect  to  any  such  taxes,  charges,   fees,   levies,
imposts,   duties   or   other  assessments.    "Tax   Return"   means
any   return,  report  or  other  document  or  information   required
to   be   supplied   to   a  taxing  authority  in   connection   with
Taxes.
(c)     Neither   Colony   nor   PJPI   is    a     "foreign
person"   within   the   meaning  of   Section   1445(b)(2)   of   the
Code.
     
     II.11     Environmental Matters.

             (a)   Except   as   disclosed  in  the   TVFN   Financial
Statements   or   as   set  forth  in  Section  2.11   of   the   Belo
Disclosure    Schedule   and   except   for   such    matters    that,
individually  or  in  the  aggregate,  would  not  have   a   material
adverse  effect  on  CPMCO  and  TVFN,  taken  as  a  whole,  (i)   to
the   knowledge  of  the  Belo  Entities,  CPMCO  and  TVFN   are   in
compliance    in   all   material   respects   with   all   applicable
Environmental    Laws    (as   defined   herein);    (ii)    to    the
knowledge   of   the   Belo   Entities,   the   properties   presently
owned   or   operated   by  CPMCO  and  TVFN,  the   ("TVFN   Acquired
Properties")   do   not   contain   any   Hazardous   Substance    (as
defined   herein)   other   than   as   permitted   under   applicable
Environmental   Laws;   (iii)  none  of  the  Belo   Entities,   CPMCO
or   TVFN   has   since  December  31,  1994  received   any   claims,
notices,     demand    letters,    lawsuits    or     requests     for
information   from   any   Governmental   Entity   or   any    private
third  party  alleging  that  CPMCO  or  TVFN  is  in  violation   of,
or   liable   under,  any  Environmental  Laws;  and  (iv)   none   of
the   Belo   Entities,   CPMCO   or  TVFN   or   the   TVFN   Acquired
Properties   is   subject   to   any   court   order,   administrative
order   or   decree   relating   to  the  TVFN   Acquired   Properties
arising under any Environmental Law.

          (b)     "Environmental    Law"    means    any    applicable
Federal,   state  or  local  law,  regulation,  permit,  judgment   or
agreement   with  any  Governmental  Entity,  relating  to   (i)   the
protection,   preservation   or   restoration   of   the   environment
or   to  human  health  or  safety,  or  (ii)  the  exposure  to,   or
the     use,     storage,     recycling,    treatment,     generation,
transportation,    processing,   handling,    labeling,    production,
release    or    disposal   of   Hazardous   Substances.    "Hazardous
Substance"   means   any   substance   presently   listed,    defined,
designated   or   classified  as  hazardous,  toxic,  radioactive   or
dangerous,   or   otherwise   regulated,   under   any   Environmental
Law.

     II.12       Material  Contracts.   Section  2.12  of   the   Belo
Disclosure   Schedule   identifies  any   Belo   Contract   to   which
CPMCO  or  TVFN  is  a  party  or by which  any  of  their  assets  or
operations   may   be  bound  as  of  the  date  of   this   Agreement
that   is:   (a)   a   loan  or  similar  agreement  or   indebtedness
evidenced   by  a  note  or  other  instrument,  or  any   direct   or
indirect   guarantee  of  indebtedness  of  any   other   person,   in
excess   of   $1,000,000;  (b)  any  Belo  Contract   that   expressly
limits   the   right   to   terminate  such  Belo   Contract   without
penalty   upon   less   than  one  year's   notice   and   such   Belo
Contract   provides  for  future  payments  in  excess   of   $250,000
within  the  next  twelve  (12)  months  from  the  date  hereof;  (c)
an   employment   or  severance  agreement  providing   for   payments
in   excess   of  $100,000  to  any  TVFN  Employee;  (d)   any   Belo
Contract   related  to  capital  expenditures,  which   provides   for
future   payments  in  excess  of  $500,000  within  the  next  twelve
(12)   months   from   the  date  hereof;  (e)   notwithstanding   the
foregoing,    a    talent   or   programming    agreement;    (f)    a
noncompete    agreement;   (g)   a   lease,   sublease   or    similar
agreement  with  any  person  under  which  any  of  CPMCO,  TVFN   or
any   of   their  Subsidiaries  is  a  lessor  or  sublessor  of,   or
makes  available  for  use  to  any  person,  (A)  any  real  property
of   CPMCO,   TVFN   or  any  of  their  Subsidiaries   or   (B)   any
portion   of  the  premises  otherwise  occupied  by  any  of   CPMCO,
TVFN   or   any  of  their  Subsidiaries,  in  any  such  case   which
has   an  aggregate  future  liability  or  receivable,  as  the  case
may   be,  in  excess  of  $100,000  and  is  not  terminable  by  one
of  CPMCO,  TVFN  or  any  of  their Subsidiaries  by  notice  of  not
more  than  60  days  for  a  cost  of  less  than  $100,000;  (h)   a
lease,   sublease   or  similar  agreement  with  any   person   under
which   (A)   CPMCO,   TVFN  or  any  of  their  Subsidiaries   is   a
lessee   of,   or   holds   or   uses,   any   machinery,   equipment,
vehicle   or   other   tangible  personal  property   owned   by   any
person  or  (B)  CPMCO,  TVFN  or  any  of  their  Subsidiaries  is  a
lessor   or  sublessor  of,  or  makes  available  for  use   by   any
person,   any   tangible  personal  property  owned   or   leased   by
any   of  CPMCO,  TVFN  or  their  Subsidiaries,  in  any  such   case
which   has   an   aggregate  future  liability  or   receivable,   as
the  case  may  be,  in  excess  of $100,000  and  is  not  terminable
by  one  of  CPMCO,  TVFN  or  any  of their  Subsidiaries  by  notice
of  not  more  than  60  days  for  a  cost  of  less  than  $100,000;
(i)   (A)   a   continuing  contract  for  the  future   purchase   of
materials,   supples   or  equipment,  (B)  a   management,   service,
consulting   or  other  similar  type  of  contract  or  (C)   orders,
arrangements,    contracts,   understandings   and   agreements    for
the   sale  of  advertising  time  on  the  Television  Food   Network
(the   "Network"),   in  any  such  case  which   has   an   aggregate
future  liability  to  any  person  in  excess  of  $100,000  and   is
not terminable  by  any  of  CPMCO,  TVFN  or  their   Subsidiaries by
notice  of  not  more  than  60 days  for  a  cost  of  less  than
$100,000;   and   (j)   a   material   license,   option   or    other
contract   relating   in   whole  or   in   part   to   any   computer
software   used   primarily  in  connection  with  the   business   of
CPMCO,    TVFN   or   any   of   their   Subsidiaries   as   currently
conducted   (other   than   licenses   for   the   use   of    readily
available,   off-the-shelf  software).   Except  as   set   forth   in
Section  2.12  of  the  Belo  Disclosure  Schedule  (i)  each  of  the
Belo   Contracts   set   forth   on   Section   2.12   of   the   Belo
Disclosure   Schedule   is   in  full   force   and   effect,   except
where  the  failure  to  be  in  full  force  and  effect  would   not
have  a  material  adverse  effect on  CPMCO  and  TVFN,  taken  as  a
whole,   and  (ii)  there  are  no  existing  defaults  by  CPMCO   or
TVFN   thereunder   which  default  would   result   in   a   material
adverse effect on CPMCO and TVFN, taken as a whole.

     II.13        Brokers   or   Finders.    None    of    the    Belo
Entities,   CPMCO   or   TVFN  has  any  liability   to   any   agent,
broker,   investment   banker,  financial  advisor   or   other   firm
or   person   for  any  broker's  or  finder's  fee   or   any   other
commission   or   similar  fee  in  connection   with   any   of   the
transactions   contemplated   by   this   Agreement   except    Furman
Selz,   LLC   ("Furman"),  whose  fees  and  expenses,  as  previously
disclosed   to   Scripps,   will  be  paid   by   Belo   Holdings   in
accordance with Belo Holdings' agreement with such firm.

     II.14       Title   to   Assets.   Except   as   set   forth   in
Section  2.14  of  the  Belo  Disclosure  Schedule,  to  the  best  of
the   Belo   Entities'  knowledge,  CPMCO  and   TVFN   own   all   of
their   respective  assets  free  and  clear  of  any  liens,  claims,
security    interests,    restrictions    or    encumbrances     that,
individually   or   in  the  aggregate,  are  reasonably   likely   to
have  a  material  adverse  effect on  CPMCO  and  TVFN,  taken  as  a
whole.    Except   as  set  forth  in  Section  2.14   of   the   Belo
Disclosure    Schedule,    none    of    CPMCO,    TVFN    or    their
Subsidiaries   owns  in  fee  any  real  property  or   interests   in
real   property.   Section  2.12  of  the  Belo  Disclosure   Schedule
sets  forth  a  complete  list  of all  leases  of  real  property  or
interests  in  real  property  to  which  any  of  CPMCO,   TVFN   and
their   Subsidiaries   is   a  party  and  identifies   any   material
base   leases   and   reciprocal  easement  or  operating   agreements
relating    thereto.    To   the   best   of   the   Belo    Entities'
knowledge,   CPMCO,  TVFN  and  their  Subsidiaries  have   good   and
valid   title  to  their  leased  assets,  in  each  case   free   and
clear    of    all    liens,    claims,    security    interests    or
encumbrances   that,   individually   or   in   the   aggregate,   are
reasonably  likely  to  have  a  material  adverse  effect  on   CPMCO
and TVFN, taken as a whole.

     II.15       Condition   of   Assets.    All   of   the   material
assets  of  CPMCO  and  TVFN  are  in  good  operating  condition  and
repair, ordinary wear and tear excepted.

     II.16       Employees.    With  respect   to   CPMCO   or   TVFN,
none  of  the  Belo  Entities,  CPMCO  or  TVFN  is  a  party  to,  or
is   bound   by,   any  collective  bargaining  agreement   or   other
contract   with   a   labor  union,  nor  are   the   Belo   Entities,
CPMCO   or   TVFN   the  subject  of  any  proceeding  or   organizing
activity   seeking   to   compel  it  to  bargain   with   any   labor
union  as  to  wages  and  conditions  of  employment,  nor  is  there
any   strike,   labor   dispute,  slow  down  or  stoppage   involving
the    Belo   Entities,   CPMCO   or   TVFN   pending   or,   to   the
knowledge     of     the     Belo    Entities,    threatened     that,
individually   or   in  the  aggregate,  are  reasonably   likely   to
have  a  material  adverse  effect on  CPMCO  and  TVFN,  taken  as  a
whole.

     II.17       Insurance.   Set  forth  in  Section  2.17   of   the
Belo   Disclosure   Schedule   is  a   schedule   of   the   insurance
coverage    (including   policy   limits,   coverage    layers,    and
named   insureds)   maintained  by  the  Belo   Entities,   CPMCO   or
TVFN   on   the   assets,   properties,   premises,   operations   and
personnel of CPMCO or TVFN.
II.18       Affiliation   Agreements.   Section   2.18   of   the
Belo   Disclosure   Schedule   sets  forth   a   true   and   complete
list,   as  of  the  date  hereof,  of  the  contracts  between   TVFN
and   the   largest  15  cable  operators  relating  to  carriage   of
the   Network   (as   determined  by  the  number   of   basic   cable
television   subscribers  served  by  such   cable   operators)   (the
"TVFN   Affiliation  Agreements").   At  the  date  hereof,   to   the
knowledge   of  the  Belo  Entities,  neither  CPMCO  nor   TVFN   has
received   any   notice   that  any  such  cable   carrier   (a)   has
canceled   or   terminated,   or   has   a   specific   intention   to
cancel   or   terminate,   any  TVFN  Affiliation   Agreement,   which
cancellations   or   terminations  would  be  reasonably   likely   to
involve,   in   the   aggregate,  the  loss  of  more   than   100,000
subscribers,   or   (b)  has  a  specific  intention   to   effect   a
planned   reduction   in   the  number  of  subscribers   covered   by
such   TVFN   Affiliation  Agreement,  other  than  reductions   which
would   not  reasonably  be  expected  to  have  a  material   adverse
effect   on   TVFN   and  its  Subsidiaries,   taken   as   a   whole.
Except   as   set  forth  in  Section  2.18  of  the  Belo  Disclosure
Schedule   and   subject   to   obtaining  the   applicable   consents
set   forth   in  Sections  2.4  and  2.18  of  the  Belo   Disclosure
Schedule,   all   TVFN  Affiliation  Agreements  are  valid,   binding
and   in   full  force  and  effect  and  are  enforceable   by   TVFN
(and,   at   the   First  Closing  Date,  will   be   enforceable   in
accordance   with   their   terms).    Except   as   set   forth    in
Section   2.18   of   the   Belo   Disclosure   Schedule,   TVFN   has
performed  all  obligations  required  to  be  performed  by   it   to
date   under   the  TVFN  Affiliation  Agreements  and   it   is   not
(with  or  without  the  lapse  of  time  or  the  giving  of  notice,
or  both)  in  breach  or  default  in  any  respect  thereunder  and,
to  the  knowledge  of  the  Belo Entities,  no  other  party  to  any
of   the   TVFN  Affiliation  Agreements  is  (with  or  without   the
lapse  of  time  or  the  giving of notice,  or  both)  in  breach  or
default   in   any  respect  thereunder,  in  each  case  other   than
failures   to   perform,  breaches  or  defaults   which   would   not
result  in  a  material  adverse  effect  on  CPMCO  and  TVFN,  taken
as a whole.

     II.19        Belo    Interests.    Except   as    disclosed    in
Section   2.19  of  the  Belo  Disclosure  Schedule,   none   of   the
Belo   Entities  or  its  Subsidiaries  or  affiliates  uses  in   the
conduct   of  any  of  its  businesses  or  owns  or  has  rights   to
use   any   assets  or  property,  whether  tangible  or   intangible,
which  are  also  used  in  the conduct  of  the  business  of  CPMCO,
TVFN   or   their  Subsidiaries.   Except  as  disclosed  in   Section
2.19   of   the   Belo  Disclosure  Schedule,  none  of  CPMCO,   TVFN
and   their   Subsidiaries  will  have  any  liability  or  obligation
of    any   nature   (whether   accrued,   absolute,   contingent   or
otherwise)   in   any  way  relating  to  the  business,   operations,
indebtedness,   assets   or   liabilities   of   any   of   the   Belo
Entities as of the First Closing Date.

     II.20       Related  Party  Agreements.   Other   than   as   set
forth  in  Section  2.20  of  the  Belo  Disclosure  Schedule,  as  of
the   date  hereof,  none  of  the  officers,  directors  or  managers
of   the   Belo   Entities  or  their  respective   Subsidiaries   and
affiliates    (other    than    CPMCO    and    TVFN     and     their
Subsidiaries)   is  a  party  to  any  agreement  with   CPMCO,   TVFN
or  any  of  their  Subsidiaries  providing  for  the  payment  of  an
amount   or   amounts  in  excess  of  $100,000  singly  or   in   the
aggregate,   or   has   any   interest   in   any   property    (real,
personal   or   mixed,   tangible   or   intangible)   used   in    or
pertaining   to  the  business  of  CPMCO,  TVFN  or  any   of   their
Subsidiaries   which   is  material  to  CPMCO,   TVFN   or   any   of
their Subsidiaries, taken as a whole.

     II.21         Network    Intangible    Rights.      Except     as
disclosed  in  Section  2.21  of  the  Belo  Disclosure  Schedule   or
which  would  not  result  in  a  material  adverse  effect  on  CPMCO
and   TVFN,   taken  as  a  whole,  (a)  neither  the  execution   and
delivery   of  this  Agreement  nor  the  consummation  by  the   Belo
Entities    of    the    transactions    contemplated    hereby    nor
compliance   by   the  Belo  Entities  with  any  of  the   provisions
hereof   will   result   in  the  creation  or   imposition   of   any
encumbrance  upon,  or  give  to  any  other  party  or  parties   any
claim,   interest,   or   right,  including  rights   of   termination
or   cancellation  in  or  with  respect  to,  (i)  any  domestic   or
foreign    patents,    patent    applications,    written    invention
disclosures   to   be   filed  or  awaiting   filing   determinations,
trademark     and     service     mark    applications,     registered
trademarks,   registered   service  marks   (including   the   service
mark    TELEVISION   FOOD   NETWORK),   franchises,   patents,   trade
names,    jingles,   slogans,   logotypes,   copyrights,   or    other
intangible   rights  owned,  leased,  or  licensed  that   are   used,
held   for   use,  or  necessary  in  connection  with  the   business
and    operations   of   the   Network   (the   "Network    Intangible
Rights"),    or   (ii)   any   rights,   releases,   clearances    and
licenses     with    respect    to    (A)    programs,     programming
materials,     promotional    materials,    including     interstitial
promotional   materials,   and   elements   of   whatever   form    or
nature,   that   are   used,   held   for   use,   or   necessary   in
connection   with  the  business  and  operations  of   the   Network,
and   (B)   all  persons  appearing  on  or  performing  services   in
connection   with  the  operation  of
the Network and exhibition and syndication of its programming and 
promotional materials, including, without limitation, in the case  of
either   clause  (A)  or  (B),  all  literary,  artistic,   trademark,
copyright,   music   performing,  master  use,   synchronization   and
other     similar    intellectual    property    rights    and     all
publicity,    privacy    and   publishing    rights    whether    such
programs,    materials,   elements,   appearances   or    performances
are  live  or  recorded  on  film,  tape,  or  any  other  medium   or
broadcast   on   television  or  exhibited  on   any   other   medium,
and   whether   completed   or   in  production,   and   all   related
common   law   and   statutory   Network   Intangible   Rights    (the
"Program   Rights");  (b)  other  than  in  the  ordinary  course   of
business,   none   of  the  Belo  Entities  nor  any  shareholder   or
director   or   officer   or   employee   or   agent   of   the   Belo
Entities   has   done  anything,  by  contract  or  otherwise,   which
could   reasonably  be  expected  to  impair  the  rights   of   CPMCO
and    TVFN   in   the   Network   Intangible   Rights   and   Program
Rights;   (c)  CPMCO,  TVFN  or  their  Subsidiaries,  as   the   case
may   be,  are  the  owners  of  the  Network  Intangible  Rights  and
Program    Rights,   and   the   Network   Intangible    Rights    and
Program   Rights  are  in  full  force  and  effect  and  not  subject
to    cancellation    for   any   reason;    (d)    there    are    no
registrations   for   the  Network  Intangible   Rights   or   Program
Rights  in  any  country  outside  the  United  States;  (e)  none  of
the   Belo   Entities  has  done  or  will  do  prior  to  the   First
Closing   Date  (or  will  cause  or  permit  to  be  done  prior   to
the   First   Closing  Date)  anything  or  authorize  other   parties
to   do   anything   in  conflict  with  TVFN's   ownership   of   the
Network  Intangible  Rights  or  Program  Rights;  and  (f)  none   of
the   Belo   Entities,  CPMCO,  TVFN  or  their  Subsidiaries   is   a
party   to   or   bound   under  any  and   there   is   no   pending,
proposed,   or   threatened  certificate,   claim,   mortgage,   lien,
lease,   agreement,   contract,  instrument,   order,   judgment,   or
decree,   or   any  similar  restriction,  which  adversely   affects,
or   reasonably   could   be  expected  to   adversely   affect,   the
Network   Intangible  Rights  and  Program  Rights   or   the   rights
of   TVFN   with   respect  to  the  Network  Intangible   Rights   or
Program     Rights     following    the    consummation     of     the
transactions contemplated by this Agreement.

     II.22        Trade   Secrets.    Except   as   set    forth    in
Section   2.22   of   the  Belo  Disclosure  Schedule,   CPMCO,   TVFN
and  their  Subsidiaries  own  or  have  the  right  to  use,  and  as
of  the  First  Closing  Date they will  own  or  have  the  right  to
use,    worldwide,   all   trade   secrets,   inventions,    know-how,
formulae,   processes,   procedures,   research   records,    computer
software   (other   than   any   licensed   third   party   software),
records    of   inventions,   test   information,   market    surveys,
marketing       know-how       and       unregistered       copyrights
("Technology")   used   in   connection   with   the    business    of
CPMCO,   TVFN   and   their  Subsidiaries  as   currently   conducted.
To   the   Belo   Entities'   knowledge,   CPMCO,   TVFN   and   their
Subsidiaries   have   used   commercially   reasonable   measures   to
protect    the   secrecy,   confidentiality   and   value    of    any
Technology   used   in   connection  with  the  business   of   CPMCO,
TVFN    and    their    Subsidiaries.    To   the    Belo    Entities'
knowledge,    no    Technology   used   in   connection    with    the
business   of   CPMCO,   TVFN   and  their   Subsidiaries   has   been
used,   divulged  or  appropriated  for  the  benefit  of  any  person
other   than   CPMCO,  TVFN  and  their  Subsidiaries,  except   where
such   use,   divulgence  or  appropriation  would  not   individually
or  in  the  aggregate  have  a  material  adverse  effect  on  CPMCO,
TVFN   and   their  Subsidiaries,  taken  as  a  whole.    Except   as
set   forth   in  Section  2.22  of  the  Belo   Disclosure  Schedule,
as   of   the   date   hereof,   none  of   CPMCO,   TVFN   or   their
Subsidiaries   has   made  any  pending  claim   in   writing   of   a
violation,    infringement,    misuse    or    misappropriation     by
others  of  rights  of  CPMCO,  TVFN  and  their  Subsidiaries  to  or
in   connection   with   any  Technology  used  in   connection   with
the business of CPMCO, TVFN or their Subsidiaries.
II.23       Transponder   Subleases.    Section   2.23   of   the
Belo   Disclosure  Schedule  sets  forth  the  schedule  of   payments
for   the  sublease  of  the  transponder  signal  described  in   the
Sublease  Agreement,  a  list  of  all  third  parties  to  whom   the
Belo    Entities    or   any   affiliate   thereof    has    subleased
additional   signals  pursuant  to  paragraph  4   of   the   Sublease
Agreement,   and   a  description  of  any  ongoing  discussions   the
Belo   Entities   or   any  affiliate  thereof  is   conducting   with
any   third   parties   that   may  sublease  additional   transponder
signals   pursuant   to   paragraph  4  of  the  Sublease   Agreement.
Except   as   set  forth  on  Section  2.23  of  the  Belo  Disclosure
Schedule,    (a)   the   Transponder   Lease   Agreement    and    the
Sublease   Agreement   are  in  full  force  and   effect,   (b)   the
transponder   leased  by  Providence  Journal  Company   pursuant   to
the    Transponder    Lease    Agreement   meets    the    transponder
performance    specifications    described    in    the    Transponder
Lease   Agreement  and  (c)  the  Belo  Entities  are  not  aware   of
any   facts  or  circumstances  relating  to  the  condition  of   the
Galaxy   IR   and   Galaxy   backup  satellites   described   in   the
Transponder    Lease    Agreement    that    would    preclude     the
continued    use    of   the   transponder   leased   by    Providence
Journal  Company  and  the  signal  subleased  by  TVFN  pursuant   to
the    Sublease   Agreement   through   the   termination    of    the
Transponder Lease Agreement.

     II.24         Investigations.     The    Belo    Entities     are
informed   and   sophisticated  participants   in   the   transactions
contemplated   by   this   Agreement  and   have   been   advised   by
persons   experienced  in  the  evaluation  and  purchase  of   assets
such   as   the  KENS  Assets,  and  along  with  such  persons   have
undertaken   such   investigation,  and  have   been   provided   with
and   have   evaluated   such  documents  and  information,   as   the
Belo   Entities   and   their  advisors  have  deemed   necessary   to
enable   them   to   make   an  informed  and   intelligent   decision
with   respect   to  the  execution,  delivery  and   performance   of
this     Agreement.      Anything    herein    to     the     contrary
notwithstanding,  the  Belo  Entities  acknowledge   that   Belo   Sub
is   acquiring   the   KENS  Assets  without  any  representation   or
warranty,   express   or   implied,  by  Scripps   or   any   of   its
affiliates    except   as   expressly   set    forth    herein.     In
furtherance   of  the  foregoing,  and  not  in  limitation   thereof,
the   Belo   Entities  acknowledge  that  neither  Scripps   nor   any
of   its   advisors,  nor  any  of  their  respective  affiliates   or
representatives   have   made   any   representation    or    warranty
(express   or  implied)  with  respect  to,  and  the  Belo   Entities
are   not   relying  upon,  any  financial  projection   or   forecast
delivered   to  the  Belo  Entities  with  respect  to  the  revenues,
profitability,   cash   flow,   capital   expenditures,    or    other
financial   or   operating   aspect   that   may   arise   from    the
operation   of   the   KENS  Assets  either  before   or   after   the
Second   Closing   Date.    With  respect   to   any   projection   or
forecast   delivered  by  or  on  behalf  of  Scripps  to   the   Belo
Entities,   the   Belo  Entities  acknowledge  that  (a)   there   are
uncertainties    inherent    in    attempting     to     make     such
projections    and    forecasts,   (b)   the   Belo    Entities    are
familiar   with  such  uncertainties,  (c)  the  Belo   Entities   are
taking   full   responsibility  for  making   their   own   evaluation
of   the   adequacy   and  accuracy  of  all  such   projections   and
forecasts   furnished  to  the  Belo  Entities  and   (d)   the   Belo
Entities  will  not  have  a  claim  against  either  Scripps  or  any
of   its  advisors,  or  any  of  their  respective  affiliates   with
respect   to  such  projections  or  forecasts  or  with  respect   to
any related matter.
ARTICLE III

         Representations and Warranties of Scripps

     Scripps   represents  and  warrants  to  the  Belo  Entities   as
follows:

     III.1        Organization.    Scripps    is    duly    organized,
validly  existing  and  in  good  standing  under  the  laws  of   the
jurisdiction    of   its   incorporation   and   Scripps    has    all
requisite   corporate  power  and  authority   to   own,   lease   and
operate  its  properties  and  to  carry  on  its  business   as   now
being    conducted,   except   where   the   failure    to    be    so
organized,   existing  and  in  good  standing   or   to   have   such
power   and  authority  would  not  have  a  material  adverse  effect
on   the   KENS   Assets,  taken  as  a  whole.    Scripps   is   duly
qualified  or  licensed  to  do  business  and  in  good  standing  in
each   jurisdiction   in   which  the  property   owned,   leased   or
operated  by  it  or  the  nature  of the  business  conducted  by  it
makes    such    qualification   or   licensing   necessary,    except
where  the  failure  to  be  so qualified  or  licensed  and  in  good
standing   would  not  in  the  aggregate  have  a  material   adverse
effect   on   the  KENS  Assets,  taken  as  a  whole,   or   on   the
ability     of     Scripps    to    consummate    the     transactions
contemplated    hereby.    As   used   in    this    Agreement,    any
reference   to  any  event,  change  or  effect  having   a   material
adverse  effect  on  or  with  respect  to  the  KENS  Assets,   taken
as  a  whole,  or  an  entity  (or  group  of  entities  taken  as   a
whole)   means  that  such  event,  change  or  effect  is  materially
adverse   to   the   business,   properties,   assets,   results    of
operations   or   financial  condition  of  the  KENS  Assets,   taken
as  a  whole,  or  such  entity  (or,  if  with  respect  thereto,  of
such group of entities taken as a whole).

     III.2         Authority.     Scripps    has     the     requisite
corporate   power   and  authority  to  execute   and   deliver   this
Agreement    and   to   consummate   the   transactions   contemplated
hereby.    The   execution,   delivery   and   performance   of   this
Agreement  by  Scripps  and  the  consummation  by  Scripps   of   the
transactions   contemplated   hereby   have   been   duly   authorized
by   Scripps'   Board   of   Directors,   and   no   other   corporate
proceedings    on   the   part   of   Scripps   are    necessary    to
authorize   this   Agreement  or  for  Scripps   to   consummate   the
transactions   contemplated   hereby.    This   Agreement   has   been
duly   executed   and   delivered  by  Scripps  and,   assuming   this
Agreement   constitutes  a  valid  and  binding  obligation   of   the
Belo   Entities,  constitutes  a  valid  and  binding  obligation   of
Scripps,   enforceable  against  Scripps  in   accordance   with   its
terms.

     III.3         Consents    and    Approvals;    No     Violations.
Except   (a)   as   set   forth  in  Section  3.3   of   the   Scripps
Disclosure      Schedule,      (b)     for      filings,      permits,
authorizations,   consents   and  approvals   as   may   be   required
under,   and   other   applicable  requirements   of,   the   Exchange
Act,   the   HSR   Act,  and  the  FCC  Act,  and  (c)   as   may   be
necessary  as  a  result  of  any  facts  or  circumstances   relating
solely   to   the   Belo  Entities  or  any  of  their   Subsidiaries,
none   of   the   execution,   delivery   or   performance   of   this
Agreement   by  Scripps  or  the  consummation  by  Scripps   of   the
transactions   contemplated   hereby   and   compliance   by   Scripps
with  any  of  the  provisions  hereof  will  (i)  conflict  with   or
result   in   any  breach  of  any  provisions  of  the   charter   or
bylaws   of  Scripps,  (ii)  require  any  filing  by  Scripps   with,
or   any   permit,   authorization,  consent   or   approval   to   be
obtained    by   Scripps   of,   any   Governmental   Entity,    (iii)
result   in  a  violation  or  breach  of,  or  constitute  (with   or
without  due  notice  or  lapse  of  time  or  both)  a  default   (or
give    rise    to    any    right    of    termination,    amendment,
cancellation   or   acceleration)   under,   any   of    the    terms,
conditions   or   provisions  of  any  Contracts  to   which   Scripps
is  a  party  or  by  which  it or any of  its  properties  or  assets
may   be  bound  ("Scripps  Contracts")  or  result  in  the  creation
of  any  lien  upon  any  of  the KENS Assets,  or  (iv)  violate  any
order,   writ,   injunction,  decree,  statute,  rule  or   regulation
applicable   to  Scripps,  except,  in  the  case  of   clause   (ii),
(iii)   or   (iv),  for  failures  to  file  or  obtain,   violations,
breaches,   defaults  or  liens  which  would  not  have  a   material
adverse  effect  on  the  KENS  Assets,  taken  as  a  whole,  or  the
ability     of     Scripps    to    consummate    the     transactions
contemplated   hereby.   Scripps  does  not  have  any  knowledge   of
any   facts  or  circumstances  relating  to  the  KENS  Assets  that,
individually    or    in   the   aggregate,    would    prevent    any
necessary   approval   of  the  transactions  contemplated   by   this
Agreement   under  the  FCC  Act;  provided,  however,   the   parties
hereto  recognize  the  necessity for  a  waiver  of  the  FCC's  one-
to-a-market rule.
III.4        KENS   Financial   Statements.    Attached    hereto
as   Exhibits   C   and  D  are  the  audited  balance   sheets   (the
"KENS  Balance  Sheets")  of  KENS  as  of  the  Balance  Sheet   Date
and    December   31,   1995,   and   the   related   statements    of
operations  and  cash  flows  for  the  three  years  ended   December
31,   1996   and   the  accompanying  notes  thereto  (together   with
the   KENS   Balance   Sheets,  the  "KENS   Financial   Statements").
The    KENS    Financial   Statements   have    been    prepared    in
accordance    with    generally   accepted    accounting    principles
consistently   applied,  and,  except  as   set   forth   in   Section
3.5   of   the   Scripps  Disclosure  Schedule,  fairly   present   in
all   material  respects  the  financial  position  of  KENS  at   the
dates   thereof,   and   the  results  of  its  operations   for   the
periods   then   ended.    After  the  Second   Closing,   except   as
otherwise   contemplated   by   this   Agreement,   neither    Scripps
nor  any  of  its  other  Subsidiaries will  own  or  have  rights  to
use    any    of   the   assets   or   property,   whether   tangible,
intangible   or  mixed,  which  are  necessary  for  the  conduct   of
the KENS Assets as conducted on the date hereof.

     III.5       Litigation.   Except  as  disclosed   in   the   KENS
Financial  Statements  or  as  set  forth  in  Section  3.5   of   the
Scripps    Disclosure   Schedule,   there   is   no   suit,    action,
proceeding   or  investigation  relating  to  Scripps  or   the   KENS
Assets   pending   or,  to  the  knowledge  of  Scripps,   threatened,
against   Scripps   or  the  KENS  Assets  before   any   Governmental
Entity    which,    individually   or    in    the    aggregate,    is
reasonably   likely  to  have  a  material  adverse  effect   on   the
KENS  Assets,  taken  as  a  whole,  or  on  the  ability  of  Scripps
to   consummate   the   transactions  contemplated   hereby.    Except
as   set   forth   in   Section   3.5  of   the   Scripps   Disclosure
Schedule,  neither  Scripps  nor  the  KENS  Assets  are  subject   to
or   in   default  under  any  outstanding  order,  writ,   injunction
or   decree  relating  to  the  KENS  Assets  which,  individually  or
in   the   aggregate,  is  reasonably  likely  to  have   a   material
adverse  effect  on  the  KENS  Assets,  taken  as  a  whole,   or   a
material    adverse   effect   on   the   ability   of   Scripps    to
consummate the transactions contemplated hereby.

     III.6     Employee Benefits.

          (a)     Section    3.6    of    the    Scripps    Disclosure
Schedule   contains   a   list   of  all  "employee   benefit   plans"
within   the  meaning  of  Section  3(3)  of  ERISA,  and  all   other
material      benefit     plans,     programs,     agreements      and
arrangements   (the   "Harte-Hanks  Benefit   Plans"),   which   cover
employees    or    former    employees    of    KENS    (the     "KENS
Employees").    True   and   complete  copies   of   all   Harte-Hanks
Benefit    Plans,    any    trust   instruments    and/or    insurance
contracts,  if  any,  forming  a part  of  any  such  plans,  and  all
amendments   thereto;   current  summary  plan   descriptions;   where
applicable,   the   most   current   determination   letter   received
from    the   Service;   and   where   applicable,   annual   reports,
financial   statements  and  actuarial  reports  for  the  last   plan
year,    which   fairly   and   accurately   reflect   the   financial
condition  of  the  plans  have  been  made  available  to  the   Belo
Entities.

          (b)     All    Harte-Hanks    Benefit    Plans    are     in
compliance   with   ERISA,  the  Code,  and   all   other   applicable
laws   in   all   material   respects.    Each   Harte-Hanks   Benefit
Plan   which  is  an  "employee  pension  benefit  plan"  within   the
meaning  of  Section  3(2)  of  ERISA  (a  "KENS  Pension  Plan")  and
which   is   intended  to  be  qualified  under  Section   401(a)   of
the   Code   has  received  a  favorable  determination  letter   from
the   Service,   and  Scripps  is  not  aware  of  any   circumstances
likely    to    result   in   revocation   of   any   such   favorable
determination   letter.    Neither   Harte-Hanks   nor   any    Harte-
Hanks   ERISA  Affiliate  (as  defined  herein)  has  contributed   or
been   required   to   contribute  to  any  Multiemployer   Plan   (as
defined in ERISA) with respect to any KENS Employees.

             (c)   No  liability  under  Subtitle  C  or  D  of  Title
IV  of  ERISA  has  been  incurred by  Scripps  with  respect  to  any
ongoing,    frozen   or   terminated   Harte-Hanks    Pension    Plan,
currently   or   formerly   maintained   by   Harte-Hanks,   or    the
pension   plan  of  any  entity  which  is  or  has  been   considered
one   employer   with  Harte-Hanks,  under  Section  4001   of   ERISA
or   Section  414  of  the  Code  (a  "Harte-Hanks  ERISA  Affiliate")
which   would   have   a   material  adverse  effect   on   the   KENS
Assets, taken as a whole.
(d)    All   contributions   required   to   be   made    or
accrued  as  of  the  Balance  Sheet  Date  under  the  terms  of  any
Harte-Hanks   Benefit   Plan   for   which   Harte-Hanks   may    have
liability   have   been  timely  made  or  have  been   reflected   on
the   KENS   Balance   Sheet.    Neither   any   Harte-Hanks   Pension
Plan   nor   any   pension  plan  of  Harte-Hanks  or  a   Harte-Hanks
ERISA    Affiliate    has    incurred    an    "accumulated    funding
deficiency"   (whether   or  not  waived)  within   the   meaning   of
Section  412  of  the  Code  or Section 302  of  ERISA  in  an  amount
which   would   have   a   material  adverse  effect   on   the   KENS
Assets,  taken  as  a  whole.   Harte-Hanks  has  not  provided,   nor
is   required   to  provide,  security  to  any  Harte-Hanks   Pension
Plan pursuant to Section 401(a)(29) of the Code.

          (e)    Harte-Hanks   does  not  have  any  obligations   for
retiree   health   and   life   benefits   for   KENS   Employees   or
former   KENS   Employees   under  any   Harte-Hanks   Benefit   Plan,
except  as  set  forth  in  Section  3.6  of  the  Scripps  Disclosure
Schedule or as required by Part 6 of Title I of ERISA.

     III.7       Absence   of  Certain  Changes  or  Events.    Except
as   set   forth   in   Section   3.7  of   the   Scripps   Disclosure
Schedule,  since  the  Balance  Sheet  Date,  the  business  of   KENS
has   been   conducted   only  in  the  ordinary   course   consistent
with   past   practice,  and  there  has  not  been  any   change   or
development,    or    combination   of   changes    or    developments
(other   than   changes  relating  to  or  arising  from   legislative
or   regulatory   changes,   developments  generally   affecting   the
broadcasting   industry  or  general  economic   conditions   in   the
United   States),  which  individually  or  in  the   aggregate   have
had   or   are   reasonably  likely  to  have   a   material   adverse
effect on the KENS Assets, taken as a whole.

     III.8       No   Violation  of  Law.   Except  as  disclosed   in
the  KENS  Financial  Statements  or  as  set  forth  in  Section  3.8
of   the   Scripps   Disclosure   Schedule,   neither   Scripps,   the
KENS   Entity,   nor,  to  the  best  of  Scripps'  knowledge   Harte-
Hanks   is   in  violation  of,  or,  to  the  knowledge  of  Scripps,
under   investigation  with  respect  to  or  has  been  given  notice
or    been    charged   by   any   Governmental   Entity   with    any
violation   of,   any  law,  statute,  order,  rule,   regulation   or
judgment   of   any   Governmental  Entity,  except   for   violations
which,   in   the  aggregate,  would  not  have  a  material   adverse
effect  on  the  KENS  Assets,  taken as  a  whole.   Scripps  has  or
will    acquire   pursuant   to   the   Acquisition   Agreement    all
permits,     licenses,     franchises    and    other     governmental
authorizations,   consents   and  approvals   necessary   to   conduct
the   business  of  KENS  as  presently  conducted,  except  for   any
such    permits,   licenses,   franchises   or   other    governmental
authorizations,   consents  and  approvals  the   failure   of   which
to  have  would  not  have  a  material adverse  effect  on  the  KENS
Assets, taken as a whole.

     III.9     Taxes.

             (a)   Except   as   disclosed  in  the   KENS   Financial
Statements   or   as  set  forth  in  Section  3.9  of   the   Scripps
Disclosure Schedule:

               (i)    the   KENS  Entity  has  (A)  duly  filed   with
     the     appropriate    governmental    authorities    all     Tax
     Returns  required  to  be  filed  by  it  on  or  prior  to   the
     First   and   Second  Closing  Dates,  other   than   those   Tax
     Returns  the  failure  of  which  to  file  would  not   have   a
     material   adverse  effect  on  the  entity  required   to   file
     such   Tax  Return,  and  such  Tax  Returns  are  true,  correct
     and   complete   in   all  material  respects,   and   (B)   duly
     paid   in   full   or   made   provision   in   accordance   with
     generally    accepted    accounting    principles     for     the
     payment  of  all  Taxes  due  with  respect  to  periods   ending
     on or prior to the First and Second Closing Dates;

               (ii)   all   monies   which   the   KENS   Entity   has
     been   required   by   law   to  withhold   from   employees   or
     other   contractors   with   respect   to   payments   made    or
     periods   ending   on   or   before   the   First   and    Second
     Closing  Dates  have  been  withheld  and  timely  paid  to   the
     appropriate governmental authority;
(iii)       as   of   the   date   hereof,   the    Tax
     Returns   for   the   KENS   Entity   are   not   currently   the
     subject   of   any   audit,  investigation   or   proceeding   by
     the   Service   or,   to  Scripps'  knowledge,   any   state   or
     local   taxing   authority,   and   neither   Scripps   nor   the
     KENS    Entity    have   received   any   written    notice    of
     deficiency   or   assessment  from  any  taxing  authority   with
     respect   to   liabilities  for  material  Taxes  of   the   KENS
     Entity   which   have   not  been  paid   or   finally   settled,
     other     than     audits,    deficiencies     or     assessments
     disclosed    in   Section   3.9   of   the   Scripps   Disclosure
     schedule    which   are   being   contested   in    good    faith
     through appropriate proceedings; and

               (iv)    No   federal   income   tax   audit   of    any
     affiliated  group  of  which  the  KENS  Entity  is  or   was   a
     member   is   underway   for  any  year   in   which   the   KENS
     Entity was a member of such group.

          (b)     The    KENS   Entity   is   not   "foreign   person"
within the meaning of Section 1445(b)(2) of the Code.

     III.10       Environmental   Matters.    Except   as    disclosed
in   the  KENS  Financial  Statements  or  as  set  forth  in  Section
3.10   of  the  Scripps  Disclosure  Schedule  and  except  for   such
matters   that,   individually  or  in  the   aggregate,   would   not
have  a  material  adverse  effect  on  the  KENS  Assets,  taken   as
a   whole,   (a)  to  the  knowledge  of  Scripps,  the  KENS   Assets
are    in    compliance   in   all   material   respects   with    all
applicable    Environmental   Laws;   (b)   to   the   knowledge    of
Scripps,   the   properties  included  in   the   KENS   Assets,   the
("KENS   Acquired   Properties")  do   not   contain   any   Hazardous
Substance,     other    than    as    permitted    under    applicable
Environmental   Laws;  (c)  Scripps  has  not   since   December   31,
1994   received   any   claims,  notices,  demand  letters,   lawsuits
or   requests  for  information  from  any  Governmental   Entity   or
any  private  third  party  alleging  that  the  KENS  Assets  are  in
violation     of,    or    result    in    liability    under,     any
Environmental  Laws;  and  (d)  neither  Scripps  or,  to   the   best
knowledge    of    Scripps,   the   KENS   Acquired   Properties    is
subject   to   any  court  order,  administrative  order   or   decree
relating   to   the  KENS  Acquired  Properties  arising   under   any
Environmental Law.

     III.11       Material   Contracts.    Section   3.11    of    the
Scripps   Disclosure   Schedule  identifies   any   Scripps   Contract
to  which  Scripps  is  or  will  be as  of  the  Acquisition  Closing
Date   a   party,  related  to  the  KENS  Assets  or  by  which   the
KENS  Assets  may  be  bound  as of the  date  of  this  Agreement  or
the   Acquisition  Closing  Date  that  is  (a)  a  loan  or   similar
agreement   or   indebtedness   evidenced   by   a   note   or   other
instrument,    or    any    direct   or    indirect    guarantee    of
indebtedness   of   any  other  person,  in  excess   of   $1,000,000;
(b)   any  Scripps  Contract  that  expressly  limits  the  right   to
terminate   such   Scripps   Contract  without   penalty   upon   less
than   one   year's   notice  and  such  Scripps   Contract   provides
for   future   payments  in  excess  of  $250,000  within   the   next
twelve   (12)   months   from  the  date   hereof;   (c)   a   network
affiliation    agreement;    (d)   an    employment    or    severance
agreement   providing   for  payments  in  excess   of   $100,000   to
any   KENS   Employee;  and  (e)  any  Scripps  Contract  related   to
capital   expenditures,  which  provides  for   future   payments   in
excess   of   $500,000  within  the  next  twelve  (12)  months   from
the  date  hereof.   Except  as  set forth  in  Section  3.11  of  the
Scripps    Disclosure    Schedule   (i)   each    of    the    Scripps
Contracts    set    forth   on   Section   3.11   of    the    Scripps
Disclosure   Schedule   is   in  full   force   and   effect,   except
where  the  failure  to  be  in  full  force  and  effect  would   not
have  a  material  adverse  effect  on  the  KENS  Assets,  taken   as
a   whole   and  (ii)  there  are  no  existing  defaults  by  Scripps
or   any   of   its   Subsidiaries  thereunder  which  default   would
result   in   a   material  adverse  effect  on   the   KENS   Assets,
taken as a whole.

     III.12      Brokers  or  Finders.  Scripps  does  not  have   any
liability   to   any  agent,  broker,  investment  banker,   financial
advisor  or  other  firm  or  person  for  any  broker's  or  finder's
fee   or   any   other  commission  or  similar  fee   in   connection
with   any   of  the  transactions  contemplated  by  this   Agreement
except   Bear   Stearns,  whose  fees  and  expenses,  as   previously
disclosed   to   Belo   Holdings,  will  be   paid   by   Scripps   in
accordance with Scripps' agreement with such firm.

     III.13      Title   to   Assets.   Except   as   set   forth   in
Section  3.13  of  the  Scripps  Disclosure  Schedule,  to  the   best
of   Scripps'   knowledge,   as  of  the  Acquisition   Closing   Date
the  KENS  Assets  will  be  free and  clear  of  any  liens,  claims,
security    interests,    restrictions    or    encumbrances     that,
individually   or   in  the  aggregate,  are  reasonably   likely   to
have  a  material  adverse  effect  on  the  KENS  Assets,  taken   as
a whole.
III.14      Condition   of   Assets.    All   of   the   material
KENS   Assets   are   in   good  operating   condition   and   repair,
ordinary wear and tear excepted.

     III.15      Employees.   With  respect  to   the   KENS   Assets,
neither   Scripps  nor  any  of  its  Subsidiaries  is  now  or   will
be  a  party  to  as  of  the  Acquisition  Closing  Date,  or  is  or
will   be   bound   by,   any  collective  bargaining   agreement   or
other   contract   with   a   labor  union,   nor   is   Scripps   the
subject   of   any  proceeding  or  organizing  activity  seeking   to
compel   it  to  bargain  with  any  labor  union  as  to  wages   and
conditions   of   employment,  nor  is   there   any   strike,   labor
dispute,   slow  down  or  stoppage  involving  Scripps  pending   or,
to   the   knowledge   of  Scripps,  threatened   that,   individually
or   in   the   aggregate,   are   reasonably   likely   to   have   a
material   adverse   effect   on  the  KENS   Assets,   taken   as   a
whole.

     III.16      Insurance.   Set  forth  in  Section  3.16   of   the
Scripps   Disclosure  Schedule  is  a  schedule   of   the   insurance
coverage    (including   policy   limits,   coverage    layers,    and
named   insureds)   maintained  or  to  be  maintained   as   of   the
Acquisition   Closing  Date  by  Scripps  and  its   Subsidiaries   on
the   assets,   properties,   premises,   operations   and   personnel
related to the KENS Assets.

     III.17       FCC    Licenses.    Scripps   has   provided    Belo
Holdings   with   a  complete  list  of  the  FCC  Licenses   included
in    the    KENS    Assets.    Except   as   does   not    materially
jeopardize  the  business  related  to  the  KENS  Assets  or  as  set
forth   in   Section   3.17  of  the  Scripps   Disclosure   Schedule:
(a)   Scripps   is  qualified  to  hold  such  FCC  Licenses   or   to
control   such  FCC  Licenses,  as  the  case  may  be;  (b)  Scripps,
upon   the   Acquisition   Closing   Date,   will   hold   such    FCC
Licenses;   (c)   Scripps   is   not   aware   of   any    facts    or
circumstances   relating  to  Scripps  or   the   KENS   Assets   that
would   prevent   the   FCC's  granting  the  requisite   consent   to
the   FCC   Form   314  Application  for  Consent  to  Assignment   of
License  to  be  filed  by  Belo  Sub  (the  "FCC  Application");  (d)
to   the   knowledge   of   Scripps,  Harte-Hanks   is   in   material
compliance  with  all  FCC  Licenses  held  by  it  and  included   in
the   KENS  Assets;  and  (e)  there  is  not  pending  or,   to   the
knowledge   of   Scripps,   threatened  any   application,   petition,
objection    or    other   pleading   with   the    FCC    or    other
Governmental  Entity  which  challenges  the  validity  of,   or   any
rights  of  the  holder  under,  any  FCC  License  held  or   to   be
held   by   Scripps,  its  Subsidiaries  or,  to  the   knowledge   of
Scripps,   Harte-Hanks  and  related  to  the  KENS   Assets,   except
for    rule    making    or    similar    proceedings    of    general
applicability    to    persons    engaged    in    the    broadcasting
industry   generally.   As  used  herein,  the  term   "FCC   License"
shall   mean  any  permit,  license,  waiver  or  authorization   that
a   person  is  required  by  the  FCC  to  hold  in  connection  with
the operation of its business.

     III.18      KENS   Intangible  Rights.    Except   as   disclosed
in   Section  3.18  of  the  Scripps  Disclosure  Schedule  or   which
would   not  result  in  a  material  adverse  effect  on   the   KENS
Assets,   to   the  best  knowledge  of  Scripps,  (a)   neither   the
execution    and    delivery    of    this    Agreement    nor     the
consummation    by   Scripps   of   the   transactions    contemplated
hereby   nor   compliance  by  Scripps  with  any  of  the  provisions
hereof   will   result   in  the  creation  or   imposition   of   any
encumbrance  upon,  or  give  to  any  other  party  or  parties   any
claim,   interest,   or   right,  including  rights   of   termination
or   cancellation  in  or  with  respect  to,  (i)  any  domestic   or
foreign    patents,    patent    applications,    written    invention
disclosures   to   be   filed  or  awaiting   filing   determinations,
trademark     and     service     mark    applications,     registered
trademarks,    registered   service   marks,   franchises,    patents,
trade    names,   jingles,   slogans,   logotypes,   copyrights,    or
other   intangible  rights  owned,  leased,  or  licensed   that   are
used,   held   for   use,   or  necessary  in  connection   with   the
business   and   operations   of   the   KENS   Assets   (the    "KENS
Intangible     Rights"),    or    (ii)    any    rights,     releases,
clearances    and   licenses   with   respect   to    (A)    programs,
programming     materials,    promotional     materials,     including
interstitial   promotional  materials,  and   elements   of   whatever
form  or  nature,  that  are  used, held  for  use,  or  necessary  in
connection   with   the   business  and   operations   of   the   KENS
Assets,   and   (B)   all   persons   appearing   on   or   performing
services  in  connection  with  the  operation  of  the  KENS   Assets
and    exhibition    and   syndication   of   its   programming    and
promotional   materials,  including,  without   limitation,   in   the
case   of   either   clause  (A)  or  (B),  all  literary,   artistic,
trademark,     copyright,     music    performing,     master     use,
synchronization    and    other    similar    intellectual    property
rights    and   all   publicity,   privacy   and   publishing   rights
whether   such   programs,   materials,   elements,   appearances   or
performances   are   live  or  recorded  on   film,   tape,   or   any
other   medium  or  broadcast  on  television  or  exhibited  on   any
other   medium,   and   whether  completed  or  in   production,   and
all   related   common  law  and  statutory  KENS  Intangible   Rights
(the   "KENS  Program  Rights");  (b)  other  than  in  the   ordinary
course   of   business,   neither   Harte-Hanks,   Scripps
nor any shareholder or director or officer or employee or agent   of
either   has   done   anything,  by  contract  or   otherwise,   which
could  reasonably  be  expected  to  impair  the  rights  of  KENS  in
the   KENS   Intangible   Rights  and   KENS   Program   Rights;   (c)
Harte-Hanks  or  its  Subsidiaries,  as  the  case  may  be,  are  the
owners    of   the   KENS   Intangible   Rights   and   KENS   Program
Rights,   and   the   KENS   Intangible  Rights   and   KENS   Program
Rights   are   in   full  force  and  effect  and   not   subject   to
cancellation   for   any  reason;  (d)  there  are  no   registrations
for  the  KENS  Intangible  Rights  or  KENS  Program  Rights  in  any
country   outside   the  United  States;  (e)  none   of   Harte-Hanks
or   Scripps  has  done  or  will  do  prior  to  the  First   Closing
Date  (or  will  cause  or  permit to  be  done  prior  to  the  First
Closing   Date)   anything   or  authorize   other   parties   to   do
anything   in   conflict   with   Harte-Hanks's   ownership   of   the
KENS   Intangible  Rights  or  KENS  Program  Rights;  and  (f)   none
of   Harte-Hanks  or  Scripps  or  their  Subsidiaries  is   a   party
to  or  bound  under  any  and  there  is  no  pending,  proposed,  or
threatened     certificate,    claim,    mortgage,    lien,     lease,
agreement,   contract,   instrument,  order,  judgment,   or   decree,
or    any   similar   restriction,   which   adversely   affects,   or
reasonably   could   be  expected  to  adversely  affect,   the   KENS
Intangible   Rights  and  KENS  Program  Rights  or  the   rights   of
Belo   Sub  with  respect  to  the  KENS  Intangible  Rights  or  KENS
Program     Rights     following    the    consummation     of     the
transactions contemplated by this Agreement.

     III.19      KENS   Trade  Secrets.   Except  as  set   forth   in
Section  3.19  of  the  Scripps  Disclosure  Schedule,  to  the   best
knowledge   of   Scripps,  Harte-Hanks  and   its   Subsidiaries   own
or  have  the  right  to  use,  and  as  of  the  First  Closing  Date
Scripps   and  its  Subsidiaries  will  own  or  have  the  right   to
use,    worldwide,   all   trade   secrets,   inventions,    know-how,
formulae,   processes,   procedures,   research   records,    computer
software   (other   than   any   licensed   third   party   software),
records    of   inventions,   test   information,   market    surveys,
marketing     know-how    and    unregistered    copyrights     ("KENS
Technology")   used   in  connection  with   the   business   of   the
KENS  Assets  as  currently  conducted,  to  the  best  knowledge   of
Scripps,    Harte-Hanks    and    its    Subsidiaries    have     used
commercially    reasonable   measures   to   protect   the    secrecy,
confidentiality   and   value  of  any   KENS   Technology   used   in
connection   with   the   business  of  Harte-Hanks,   to   the   best
knowledge   of   Scripps  no  Technology  used  in   connection   with
the   business  of  the  KENS  Assets  has  been  used,  divulged   or
appropriated  for  the  benefit  of  any  person  other  than   Harte-
Hanks    and    its    Subsidiaries,   except    where    such    use,
divulgence  or  appropriation  would  not  individually  or   in   the
aggregate  have  a  material  adverse  effect  on  the  KENS   Assets.
Except    as   set   forth   in   Section   3.19   of   the    Scripps
Disclosure  Schedule,  to  the  best  knowledge  of  Scripps,  as   of
the   date  hereof,  none  of  Harte-Hanks  or  its  Subsidiaries  has
made    any    pending   claim   in   writing    of    a    violation,
infringement,   misuse  or  misappropriation  by  others   of   rights
of   Harte-Hanks  and  its  Subsidiaries  to  or  in  connection  with
any   KENS  Technology  used  in  connection  with  the  business   of
the KENS Assets.

     III.20      Investigations.    Scripps   is   an   informed   and
sophisticated    participant   in   the   transactions    contemplated
by    this    Agreement    and   has   been   advised    by    persons
experienced   in   the   evaluation  and   purchase   of   enterprises
such   as   those  conducted  by  CPMCO  and  TVFN,  and  along   with
such   persons  has  undertaken  such  investigation,  and  has   been
provided    with    and    has   evaluated    such    documents    and
information,    as    Scripps   and   its   advisors    have    deemed
necessary   to  enable  them  to  make  an  informed  and  intelligent
decision    with    respect   to   the   execution,    delivery    and
performance   of   this   Agreement.    Anything   herein    to    the
contrary   notwithstanding,   Scripps   acknowledges   that    Scripps
is   acquiring   the   TVFN  Interests  without   any   representation
or  warranty,  express  or  implied,  by  the  Belo  Entities  or  any
of   their   affiliates  except  as  expressly   set   forth   herein.
In   furtherance   of   the   foregoing,   and   not   in   limitation
thereof,   Scripps  acknowledges  that  neither  the   Belo   Entities
nor   any   of   their   advisors,  including,   without   limitation,
Furman,    nor    any    of    their    respective    affiliates    or
representatives   have   made   any   representation    or    warranty
(express   or   implied)  with  respect  to,  and   Scripps   is   not
relying    upon,   (a)   the   information   set    forth    in    the
Confidential   Memorandum  provided  to  Scripps   relating   to   the
TVFN    Interests,   (b)   any   other   information    provided    to
Scripps    pursuant   to   the   Scripps   Confidentiality   Agreement
(as   defined   herein),   or   (c)  any   financial   projection   or
forecast   delivered  to  Scripps  with  respect  to   the   revenues,
profitability,   cash   flow,   capital   expenditures,    or    other
financial   or   operating   aspects   that   may   arise   from   the
operation  of  CPMCO  or  TVFN  either  before  or  after  the  Second
Closing   Date.    With   respect  to  any  projection   or   forecast
delivered   by  or  on  behalf  of  the  Belo  Entities  to   Scripps,
Scripps    acknowledges    that   (i)    there    are    uncertainties
inherent    in    attempting   to   make    such    projections    and
forecasts,   (ii)   Scripps  is  familiar  with  such   uncertainties,
(iii)   Scripps   is  taking  full  responsibility  for   making   its
own   evaluation   of   the  adequacy  and  accuracy   of   all   such
projections   and   forecasts   furnished   to   Scripps   and    (iv)
Scripps   will   not   have a
claim against any of the Belo Entities, or any of their advisors including,
without limitation, Furman, or any of their   respective   affiliates
with    respect   to   such   projections   or   forecasts   or   with
respect to any related matter.

                         ARTICLE IV

  Covenants of the Belo Entities Pending the First Closing

     The   Belo  Entities  covenant  and  agree  that  from  the  date
hereof until the First Closing:

     IV.1   Covenants  with  Respect  to  CPMCO  and   TVFN.    During
the   period   from  the  date  of  this  Agreement   and   continuing
until   the  First  Closing  Date,  the  Belo  Entities  agree   that,
except   (i)   as   contemplated  or  permitted  by  this   Agreement,
(ii)   as   set   forth  in  Section  4.1  of  the   Belo   Disclosure
Schedule,    or    (iii)   to   the   extent   that   Scripps    shall
otherwise   consent   in   writing  (which   consent   will   not   be
unreasonably withheld or delayed):

             (a)   Ordinary   Course.   The   Belo   Entities,   CPMCO
and   TVFN  shall  carry  on  the  business  of  CPMCO  and  TVFN   in
the   usual,  regular  and  ordinary  course  consistent   with   past
practice   and   use  all  reasonable  efforts  to   preserve   intact
the     present     business     organization,     keep     available,
consistent   with  past  practice,  the  services   of   the   present
officers   and   employees   and  preserve  the   relationships   with
customers,    suppliers   and   others   having   business    dealings
with   CPMCO  and  TVFN,  it  being  understood,  however,  that   the
failure   of  any  TVFN  Employees  to  remain  employees   of   CPMCO
or   TVFN  or  become  employees  of  Scripps  or  any  Subsidiary  of
Scripps shall not constitute a breach of this covenant.

          (b)    Changes   in   Partnership   Interests.    The   Belo
Entities  will  not  permit  CPMCO  or  TVFN  to  split  (including  a
reverse    split),    combine    or   reclassify    any    partnership
interests   therein   or   issue   or   authorize   or   propose   the
issuance  of  any  other  securities  in  respect  of,  in   lieu   of
or in substitution for such partnership interests.

          (c)    Issuance   of   Partnership  Interests.    The   Belo
Entities  will  not  permit  CPMCO  or  TVFN  to  issue,  transfer  or
sell,   or   authorize   or  propose  or  agree   to   the   issuance,
transfer   or  sale  of,  any  partnership  interests  in   CPMCO   or
TVFN,   or,   any   other   equity   interests   or   any   securities
convertible     into,    or    any    rights,     warrants,     calls,
subscriptions,    options    or   other    rights    or    agreements,
commitments    or    understandings    to    acquire,     any     such
partnership     interests,    equity    interests    or    convertible
securities,   except  for  issuances  of  partnership   interests   to
Belo   Holdings  or  its  Subsidiaries  pursuant  to  the   terms   of
the   Partnership   Agreements  (which  interests,   if   any,   shall
be included in the TVFN Interests sold hereunder).

          (d)    Governing   Documents.   The   Belo   Entities   will
not   permit  CPMCO  or  TVFN  to  amend  the  Partnership  Agreements
in   a   manner   adverse   to   Scripps  or  otherwise   inconsistent
with the transactions contemplated hereby.

          (e)     Indebtedness.    The   Belo   Entities   will    not
permit   CPMCO  or  TVFN  to  incur  any  indebtedness  or   guarantee
any   such   indebtedness  or  issue  or  sell  any  debt   securities
or   warrants   or   rights  to  acquire  any   debt   securities   of
CPMCO   or   TVFN  or  guarantee  any  such  obligations   of   others
other   than   in   the   ordinary  course  of   business   consistent
with   past   practice,  except  for  (i)  indebtedness  incurred   to
Belo   Holdings   or   its   Subsidiaries,  with   Scripps'   consent,
(ii)   indebtedness  that  would  be  included  in   the   calculation
of   TVFN's  net  working  capital  pursuant  to  Section   1.8,   and
(iii)    indebtedness    associated   with    the    acquisition    of
programming as permitted hereunder.
(f)      Changes     to    Benefit    Plans.      Except
as   would  not  materially  increase  the  costs  of  CPMCO  or  TVFN
and   except   for   changes  required  to  comply   with   applicable
law,   the   Belo  Entities  shall  not  permit  CPMCO  or  TVFN   to,
(i)   enter  into,  adopt,  amend  (except  as  may  be  required   by
law   and   except  for  immaterial  amendments)  or   terminate   any
TVFN   Benefit   Plan   or   any  agreement,  arrangement,   plan   or
policy   between  the  Belo  Entities,  CPMCO  or  TVFN  and  one   or
more   of  their  directors,  officers  or  TVFN  Employees  or   (ii)
except   for   normal   increases   in   the   ordinary   course    of
business   consistent  with  past  practice   and   the   payment   of
bonuses   and   other   consideration  to  TVFN   Employees   in   the
aggregate   not   to   exceed  the  amount  set   forth   in   Section
4.1(f)  to  the  Belo  Disclosure  Schedule  and  which,  if  paid  or
committed  to  be  paid  by  CPMCO  or  TVFN  on  or  prior   to   the
First   Closing  Date,  shall  be  included  as  a  current  liability
on   the   TVFN  Closing  Balance  Sheet,  increase  in   any   manner
the   compensation  or  fringe  benefits  of  any  director,   officer
or  TVFN  Employee  or  pay  any  benefit  to  any  director,  officer
or   TVFN  Employee  not  required  by  any  plan  or  arrangement  as
in  effect  as  of  the  date  hereof  or  enter  into  any  contract,
agreement,   commitment   or   arrangement   to   do   any   of    the
foregoing;   provided   that   the  foregoing   shall   not   prohibit
CPMCO   or  TVFN  from  hiring  and  paying  new  employees   in   the
ordinary course of business consistent with past practice.

          (g)     Filings.    The   Belo   Entities   shall   promptly
provide   Scripps   (or   its   counsel)   copies   of   all   filings
(other   than   those   portions  of  filings  under   the   HSR   Act
which   Scripps   has   no  reasonable  interest   in   obtaining   in
connection   with   the  acquisition  of  the  TVFN  Interests)   made
by   the   Belo   Entities  with  any  Federal,   state   or   foreign
Governmental   Entity   in   connection  with   this   Agreement   and
the transactions contemplated hereby.

          (h)    Accounting   Policies  and  Procedures.    The   Belo
Entities   will   not  permit  CPMCO  or  TVFN  to   change   any   of
their   accounting   principles,  policies   or   procedures,   except
as    may    be    required    by   generally   accepted    accounting
principles.

          (i)    Sale   of  Assets.   The  Belo  Entities   will   not
permit   CPMCO   or   TVFN   to  sell,  lease,   exchange,   mortgage,
pledge,   transfer  or  otherwise  dispose  of,  or  agree  to   sell,
lease,    exchange,   mortgage,   pledge,   transfer   or    otherwise
dispose   of,  any  of  their  assets,  except  for  dispositions   of
inventories   and  equipment  in  the  ordinary  course  of   business
and consistent with past practice.

          (j)    Capital   Expenditures.   The  Belo   Entities   will
not    cause   or   permit   CPMCO   or   TVFN   or   any   of   their
Subsidiaries   to   authorize   any  capital   expenditures   or   the
purchase   of  any  fixed  assets  other  than  (i)  expenditures   or
purchases  which  are  included  in  the  capital  budget   of   CPMCO
or  TVFN,  as  the  case  may  be,  previously  delivered  to  Scripps
or,  (ii)  if  not  included  in  such  capital  budget,  those  which
do not exceed $10,000 individually or in the aggregate.

          (k)     Programming   Expenditures.    The   Belo   Entities
shall   not   cause  or  permit  CPMCO,  TVFN  or  their  Subsidiaries
to   incur   obligations  related  to  the  purchase   of   television
or   motion  picture  productions  or  programming,  other  than   (i)
purchases   which   are   included  in  the  programming   budget   of
TVFN   previously   delivered  by  the  Belo   Entities   to   Scripps
or,   (ii)   if  not  included  in  such  programming  budget,   those
which do not exceed $10,000 individually.

          (l)    Programming   Rights.   The   Belo   Entities   shall
not  cause  or  permit  CPMCO,  TVFN  or  any  of  their  Subsidiaries
to   enter   into   any   agreement  with  any   person   other   than
Scripps   or   its  Subsidiaries  granting  such  other   person   the
right  to  program  any  block  of time  on  the  Network  other  than
arrangements   which  are  terminable  by  TVFN  on  not   more   than
30   days   notice   without   any  payment   with   respect   thereto
other than reimbursement of any advance payments.

          (m)      TVFN    Affiliation    Agreements.     The     Belo
Entities   shall  not  cause  or  permit  CPMCO,  TVFN   or   any   of
their  Subsidiaries  to  cancel,  revoke  or  fail  to  renew  any  of
the   TVFN  Affiliation  Agreements  or  take  any  action  with   the
intent   and  knowledge  that  such  action  would  cause  a  material
breach or violation of any TVFN Affiliation Agreement.
IV.2   Covenants  of  the  Belo  Entities.   During  the   period
from   the  date  of  this  Agreement  and  continuing  to  the  First
Closing   Date,  the  Belo  Entities  agree  that  the  Belo  Entities
will   not   and  will  not  permit  CPMCO  or  TVFN   to   take   any
action   that  would  or  is  reasonably  likely  to  result  in   any
of   the  conditions  to  the  First  Closing  set  forth  in  Article
VII   not  being  satisfied  or  that  would  materially  impair   the
ability   of   the  Belo  Entities  to  consummate  the   transactions
contemplated   herein  in  accordance  with  the   terms   hereof   or
would    materially   delay   such   consummation,   and   the    Belo
Entities   shall  promptly  advise  Scripps  orally  and  in   writing
of  any  change  in,  or  event  with  respect  to,  the  business  or
operations   of   the  Belo  Entities,  CPMCO  or  TVFN   having,   or
which   insofar  as  can  reasonably  be  foreseen,  could   have,   a
material   adverse  effect  on  the  ability  of  the  Belo   Entities
to consummate the transactions contemplated hereby.

                         ARTICLE V

         Covenants of Scripps Pending the Closings

     Scripps   covenants  and  agrees  that  from  the   date   hereof
until the completion of the Second Closing Date:

     V.1    Covenants  with  Respect  to  the  KENS  Assets.    During
the   period   from  the  date  of  this  Agreement   and   continuing
until   the  Closing  Dates,  Scripps  agrees  that,  except  (i)   as
contemplated    or    permitted   by    this    Agreement    or    the
Acquisition   Agreement,  (ii)  as  set  forth  in  Section   5.1   of
the   Scripps   Disclosure  Schedule,  (iii)  to   the   extent   that
the   Belo   Entities  shall  otherwise  consent  in  writing   (which
consent   will   not  be  unreasonably  withheld   or   delayed),   or
(iv)   as   set  forth  in  the  Local  Marketing  Agreement   to   be
entered into between the parties hereto (the "LMA"):

          (a)    Ordinary   Course.   Subject  to  the  LMA,   Scripps
shall   cause  the  business  related  to  the  KENS  Assets   to   be
conducted    in    the    usual,   regular   and    ordinary    course
consistent   with  past  practice  and  use  all  reasonable   efforts
to   preserve   intact   the  present  business   organization,   keep
available,   consistent   with  past   practice,   the   services   of
the    present    officers   and   employees    and    preserve    the
relationships   with   customers,   suppliers   and   others    having
business   dealings   related   to   the   KENS   Assets,   it   being
understood,   however,  that  the  failure  of  any   KENS   Employees
to   remain  employees  of  Scripps  or  become  employees   of   Belo
Holdings   or   any   Subsidiary   of   Belo   Holdings   shall    not
constitute a breach of this covenant.

          (b)      Indebtedness.     From    the    date    of    this
Agreement   until   the  First  Closing  Date,   Scripps   shall   use
its   commercially   reasonable   best   efforts   to   cause   Harte-
Hanks   to   not  encumber  the  KENS  Assets  with  any  indebtedness
for   borrowed  money  or  other  liens  or  encumbrances.   From  the
First   Closing   Date   until  the  Second  Closing   Date,   Scripps
shall  not  encumber  the  KENS  Assets  with  any  indebtedness   for
borrowed money or other liens or encumbrances.

             (c)   Changes  to  Benefit  Plans.   From  the  date   of
this   Agreement  until  the  First  Closing  Date,  except  as  would
not  materially  increase  the  costs  of  the  business  related   to
the   KENS   Assets  and  except  for  changes  required   to   comply
with    applicable   law,   Scripps   shall   use   its   commercially
reasonable   best   efforts   to  cause   Harte-Hanks   to   not   (i)
enter   into,  adopt,  amend  (except  as  may  be  required  by   law
and   except  for  immaterial  amendments)  or  terminate  any  Harte-
Hanks   Benefit  Plan  or  any  other  agreement,  arrangement,   plan
or   policy  for  directors,  officers  or  KENS  Employees  or   (ii)
except   for   normal   increases   in   the   ordinary   course    of
business   consistent  with  past  practice   and   the   payment   of
bonuses   and   other   consideration  to  KENS   Employees   in   the
aggregate  not  to  exceed  the  amount  set  forth  in  Schedule  5.1
to   the  Acquisition  Agreement  and  which,  if  paid  or  committed
to  be  paid  on  or  prior  to  the  First  Closing  Date,  shall  be
included   as  a  current  liability  on  the  KENS  Closing   Balance
Sheet,   increase   in   any   manner  the  compensation   or   fringe
benefits   of   any  director,  officer  or  KENS  Employee   or   pay
any   benefit   to  any  director,  officer  or  KENS   Employee   not
required  by  any  plan  or  arrangement  as  in  effect  as  of   the
date    hereof    or    enter    into   any    contract,    agreement,
commitment    or   arrangement   to   do   any   of   the   foregoing;
provided   that   the   foregoing  shall  not  prohibit   Scripps   or
Harte-Hanks   or   any   of   their
respective   Subsidiaries   from hiring   and   paying  new  employees  
in  the  ordinary   course   of business consistent with past practice.

          (d)    Filings.    Scripps  shall  promptly   provide   Belo
Holdings   (or  its  counsel)  copies  of  all  filings  (other   than
those   portions   of   filings  under  the   HSR   Act   which   Belo
Holdings    has    no    reasonable   interest   in    obtaining    in
connection  with  the  acquisition  of  the  KENS  Assets)   made   by
Scripps    with   any   Federal,   state   or   foreign   Governmental
Entity    in    connection    with    this    Agreement    and     the
transactions contemplated hereby.

          (e)    Accounting   Policies  and  Procedures.    From   the
date   of  this  Agreement  until  the  First  Closing  Date,  Scripps
will   use   its  commercially  reasonable  best  efforts   to   cause
Harte-Hanks   to   not,  and  from  the  First  Closing   Date   until
the   Second   Closing   Date,  Scripps  will   not   and   will   not
permit   any   of   its   Subsidiaries   to,   change   any   of   its
accounting   principles,  policies  or  procedures  as   they   relate
to   the   KENS  Assets,  except  as  may  be  required  by  generally
accepted accounting principles.

          (f)     Sale   of   Assets.    From   the   date   of   this
Agreement  until  the  First  Closing  Date,  Scripps  will  use   its
commercially   reasonable  best  efforts  to  cause   Harte-Hanks   to
not,   and   from   the   First  Closing   Date   until   the   Second
Closing  Date,  Scripps  shall  not  and  shall  not  permit  any   of
its    Subsidiaries    to,    sell,   lease,    exchange,    mortgage,
pledge,   transfer  or  otherwise  dispose  of,  or  agree  to   sell,
lease,    exchange,   mortgage,   pledge,   transfer   or    otherwise
dispose   of,   any  of  the  KENS  Assets,  except  for  dispositions
of   inventories   and   equipment   in   the   ordinary   course   of
business and consistent with past practice.

             (g)   Capital  Expenditures.   From  the  date  of   this
Agreement  until  the  First  Closing  Date,  Scripps  will  use   its
commercially   reasonable  best  efforts  to  cause   Harte-Hanks   to
not,   and   from   the   First  Closing   Date   until   the   Second
Closing  Date,  Scripps  shall  not  and  shall  not  permit  any   of
its   Subsidiaries  to,  cause  or  permit  the  KENS  Entity  or  any
of   its  Subsidiaries  to  authorize  any  capital  expenditures   or
the   purchase  of  any  fixed  assets  other  than  (i)  expenditures
or    purchases   which   are   included   in   the   capital   budget
related   to   the   KENS   Assets  previously   delivered   to   Belo
Holdings   or,   (ii)  if  not  included  in  such   capital   budget,
those   which   do  not  exceed  $10,000  individually   or   in   the
aggregate.

          (h)    Programming   Expenditures.    From   the   date   of
this   Agreement   until  the  First  Closing  Date,   Scripps   shall
use   its  commercially  reasonable  best  efforts  to  cause   Harte-
Hanks   to   not,   and  from  the  First  Closing  Date   until   the
Second   Closing  Date,  Scripps  shall  not  and  shall  not   permit
any   of  its  Subsidiaries  to,  cause  or  permit  the  KENS  Entity
or   its   Subsidiaries   to,  incur  obligations   related   to   the
purchase   of   television   or   motion   picture   productions    or
programming   other  than  (i)  purchases  which   are   included   in
the   programming  budget  related  to  the  KENS  Assets   previously
delivered  to  Belo  Holdings  or,  (ii)  if  not  included  in   such
programming    budget,   those   which   do   not    exceed    $10,000
individually.

          (i)    Programming   Rights.   From   the   date   of   this
Agreement   until   the  First  Closing  Date,   Scripps   shall   use
its   commercially   reasonable   best   efforts   to   cause   Harte-
Hanks   to   not,   and  from  the  First  Closing  Date   until   the
Second   Closing  Date,  Scripps  shall  not  and  shall  not   permit
any   of  its  Subsidiaries  to,  cause  or  permit  the  KENS  Entity
or  any  of  its  Subsidiaries  to,  enter  into  any  agreement  with
any   person   other  than  Belo  Holdings  or  Scripps'  Subsidiaries
granting  such  other  person  the  right  to  program  any  block  of
time   on   KENS-TV   or  KENS(AM),  other  than  arrangements   which
are   terminable  by  Harte-Hanks,  Scripps,  or  the   KENS   Entity,
as  the  case  may  be,  on  not  more than  30  days  notice  without
any   payment  with  respect  thereto  other  than  reimbursement   of
any advance payments.

          (j)    KENS   Affiliation  Agreement.      From   the   date
of   this  Agreement  until  the  First  Closing  Date,  Scripps  will
use   its  commercially  reasonable  best  efforts  to  cause   Harte-
Hanks   to   not,   and  from  the  First  Closing  Date   until   the
Second   Closing  Date,  Scripps  shall  not  and  shall  not   permit
any   of  its  Subsidiaries  to,  cause  or  permit  the  KENS  Entity
or   any   of  Scripps'  Subsidiaries  to,  cancel,  revoke  or   fail
to   renew   the  KENS  Affiliation  Agreement  or  take  any   action
with  the  intent  and  knowledge  that  such  action  would  cause  a
material breach or violation of such affiliation agreement.
V.2  Covenants of Scripps.

          (a)    During   the   period   from   the   date   of   this
Agreement   and  continuing  to  the  Second  Closing  Date,   Scripps
agrees  that  Scripps  will  not  and  will  not  permit  any  of  its
Subsidiaries   to  take  any  action  that  would  or  is   reasonably
likely   to   result  in  any  of  the  conditions  to  the   Closings
set   forth  in  Article  VIII  not  being  satisfied  or  that  would
materially   impair   the  ability  of  Scripps  to   consummate   the
transactions    contemplated   herein   in   accordance    with    the
terms   hereof   or   would   materially  delay   such   consummation,
and   Scripps   shall  promptly  advise  Belo  Holdings   orally   and
in   writing  of  any  change  in,  or  event  with  respect  to,  the
business   or   operations  of  Scripps  having,  or   which   insofar
as    can   reasonably   be   foreseen,   could   have,   a   material
adverse   effect   on  the  ability  of  Scripps  to  consummate   the
transactions contemplated hereby.

             (b)   During   the   period  from  the   date   of   this
Agreement   and   continuing  to  the  First  Closing  Date,   Scripps
shall   use   its   reasonable  best  efforts  to  cause   Harte-Hanks
to   comply   in   all  material  respects  with  the   covenants   of
Harte-Hanks  set  forth  in  Sections  5.1,  5.2  and  Article  VI  of
the   Acquisition  Agreement.   Scripps  shall  not  amend  or   waive
any    provision   in   the   Acquisition   Agreement   without    the
written  consent  of  the  Belo  Entities  (such  consent  not  to  be
unreasonably   withheld)   if  such  amendment   or   waiver   affects
the   KENS   Assets   or   affects   the   ability   of   Scripps   to
consummate   the   transactions  contemplated   by   the   Acquisition
Agreement or this Agreement.

          (c)    During   the   period   from   the   date   of   this
Agreement   and  continuing  to  the  Second  Closing  Date,   Scripps
shall    use    its   reasonable   best   efforts   to   secure    the
cooperation   of   Harte-Hanks  for  the   purpose   of   consummating
the    transactions    contemplated   herein,    including,    without
limitation,   the   reasonable   cooperation   of   Harte-Hanks   with
respect to any matters related to the FCC Application.

                         ARTICLE VI

                   Additional Agreements

     VI.1   Reasonable   Efforts.    Subject   to   the   terms    and
conditions   of   this   Agreement,  each  of   the   parties   hereto
agrees  to  use  all  reasonable efforts  to  take,  or  cause  to  be
taken,   all   actions,  and  to  do,  or  cause  to  be   done,   all
things   necessary,   proper  or  advisable  under   applicable   laws
and    regulations    to   consummate   and   make    effective    the
transactions    contemplated    by    this    Agreement     including,
without   limitation,   (a)   the  prompt  preparation,   filing   and
prosecution  of  all  necessary  documents  under  the  HSR  Act   and
the    FCC   Act,   including,   but   not   limited   to,   the   FCC
Application   and  accompanying  request  for  waiver   of   the   FCC
one-to-a-market   rule,   and   (b)   such   actions   as    may    be
required  to  have  the  applicable  waiting  period  under  the   HSR
Act    expire    or    terminate   as   promptly    as    practicable,
including    by   consulting   with   each   other    as    to,    and
responding    promptly    to   any   comments    or    requests    for
information   with  respect  thereto.   Each  party   shall   promptly
consult   with  the  other  and  provide  any  necessary   information
with   respect   to  all  filings  made  by  such   party   with   any
Governmental   Entity   in   connection  with   this   Agreement   and
the transactions contemplated hereby.
VI.2 Access to Information.

             (a)    Upon   reasonable  notice,   the   Belo   Entities
shall  (and  shall  cause  each  of  CPMCO  and  TVFN  to)  afford  to
the    officers,   employees,   accountants,   counsel    and    other
representatives   of   Scripps,   access,   during   normal   business
hours  during  the  period  prior  to  the  First  Closing  Date,   to
all   of   the   properties,   books,   contracts,   commitments   and
records   relating  to  CPMCO  and  TVFN,  and,  during  such  period,
the   Belo  Entities  shall  (and  shall  cause  CPMCO  and  TVFN  to)
furnish   promptly   to  Scripps  all  other  information   concerning
the   business,  properties  and  personnel  of  CPMCO  and  TVFN   as
Scripps   may   reasonably   request.    After   the   First   Closing
Date,   upon  reasonable  notice,  Scripps  shall  cause   CPMCO   and
TVFN    to   afford   to   the   officers,   employees,   accountants,
counsel    and   other   representatives   of   the   Belo    Entities
access,   during  normal  business  hours,  to  CPMCO's   and   TVFN's
books   and   records   which   the  Belo  Entities   may   reasonably
request   in   order   to   complete  tax   filings   or   for   other
legitimate   business   purposes.   Unless   otherwise   required   by
law,   the   parties   will  hold  any  information   made   available
pursuant   to   this   Section   6.2(a)   which   is   nonpublic    in
confidence   in   accordance   with  the  confidentiality   agreement,
dated     June     18,     1997    (the    "Scripps    Confidentiality
Agreement"), between A. H. Belo Corporation and Scripps.

          (b)    Upon  reasonable  notice,  Scripps  shall   use   its
reasonable  best  efforts  to  cause  Harte-Hanks  to  prior  to   the
First   Closing  Date,  and  Scripps  shall  (and  shall  cause   each
of   its   Subsidiaries   to),  subsequent  to   the   First   Closing
Date   and   prior  to  the  Second  Closing  Date,  afford   to   the
officers,     employees,    accountants,     counsel     and     other
representatives   of   the  Belo  Entities   access,   during   normal
business   hours,   to  all  of  the  properties,  books,   contracts,
commitments   and   records  relating  to  the   KENS   Assets,   and,
Scripps  shall  use  its  reasonable  best  efforts  to  cause  Harte-
Hanks   to  prior  to  the  First  Closing  Date,  and  Scripps  shall
(and  shall  cause  each  of  its  Subsidiaries  to),  subsequent   to
the  First  Closing  Date  and  prior  to  the  Second  Closing  Date,
furnish   promptly   to  the  Belo  Entities  all  other   information
concerning   the   business,   properties   and   personnel   of   the
KENS   Assets   as   the   Belo  Entities  may   reasonably   request.
After   the   Second  Closing  Date,  upon  reasonable   notice,   the
Belo     Entities    shall    afford    the    officers,    employees,
accountants,   counsel   and   other   representatives   of    Scripps
and   Harte-Hanks  access,  during  normal  business  hours,  to   the
Belo   Entities'  books  and  records  related  to  the  KENS   Assets
which   Scripps   and   Harte-Hanks   may   reasonably   request    in
order    to   complete   tax   filings   or   for   other   legitimate
business   purposes.    Unless  otherwise   required   by   law,   the
parties   will  hold  any  information  made  available  pursuant   to
this   Section   6.2(b)   which   is  nonpublic   in   confidence   in
accordance   with   the   confidentiality   agreement   dated    March
11,   1997,   entered   into  by  Scripps  with  Harte-Hanks   related
to    the    KENS    Assets    (the    "Harte-Hanks    Confidentiality
Agreement"   and,   with   the   Scripps  Confidentiality   Agreement,
the "Confidentiality Agreements").

     VI.3   Legal   Conditions  to  Purchase.   Each   of   the   Belo
Entities   and   Scripps   will   use  all   reasonable   efforts   to
comply   promptly   with   all  legal  requirements   which   may   be
imposed  on  it  or  its  respective  Subsidiaries  with  respect   to
the    transactions   contemplated   herein   (which   actions   shall
include,    without    limitation,    furnishing    all    information
required   under   the   HSR  Act  and   the   FCC   Act)   and   will
promptly   cooperate   with   and   furnish   information   to    each
other   in   connection  with  any  such  requirements  imposed   upon
any   of   them   or   any   of  their  respective   Subsidiaries   in
connection     with    the    transactions    contemplated     herein.
Subject   to   the   terms  and  conditions  hereof,   each   of   the
parties    hereto    will,    and   will    cause    its    respective
Subsidiaries   to,   promptly   use   all   reasonable   efforts    to
obtain   (and   will  consult  and  cooperate  with  each   other   in
obtaining)   any  consent,  authorization,  order  or   approval   of,
or   any  exemption  by,  any  Governmental  Entity  or  other  public
or   private  third  party,  required  to  be  obtained  or  made   by
such   party   in   connection  with  the  transactions   contemplated
herein   or   the   taking   of  any  action  contemplated   by   this
Agreement.

     VI.4   Use   of  Names.   Following  the  Second  Closing   Date,
Belo  Sub  or  its  affiliates  shall  have  the  sole  and  exclusive
ownership  of  and  right  to  use,  as  between  Belo  Sub   or   its
affiliates   on  the  one  hand,  and  Scripps  on  the  other   hand,
each    of   the   names,   trademarks,   trade   names   and    other
proprietary   rights  set  forth  in  Section  6.4  of   the   Scripps
Disclosure     Schedule     (the    "Acquired     Proprietary     Name
Rights").     The   Acquired   Proprietary   Name   Rights    include,
without limitation, the name "KENS" and derivatives thereof.
VI.5   Intercompany   Balances.   All   amounts   owing   between
CPMCO  and  TVFN,  on  the  one  hand,  and  Belo  Holdings  and   its
other   Subsidiaries,   on  the  other  hand,   other   than   amounts
arising   in  the  ordinary  course  of  business  for  the   purchase
of   goods   or   services  in  commercial  transactions,   shall   be
paid  in  full  or  eliminated  at  or  prior  to  the  First  Closing
Date.

     VI.6 KENS Employee Matters; Harte-Hanks Stock Plans.

          (a)     Belo    Sub   shall   assume   and   retain,    with
respect    to   the   KENS   Employees,   any   and   all    severance
obligations  that  arise  due  to  (i)  the  purchase  of   the   KENS
Assets   by   the   Belo   Entities  or   Scripps   being   deemed   a
"Change   of  Control"  under  the  severance  agreements   for   KENS
Employees   specified  in  Section  6.6  of  the  Scripps   Disclosure
Schedule,   (ii)  events  or  actions  occurring  as   a   result   of
the    transactions   consummated   on   the   First   Closing   Date,
subject   to  the  provisions  of  Section  10.2  below,   and   (iii)
events or actions occurring after the First Closing Date.

          (b)    Scripps  and  the  Belo  Entities   agree  that   the
Belo   Entities  will,  immediately  after  the  First  Closing   Date
and   for   at   least   one   year  thereafter,   permit   the   KENS
Employees  (other  than  those  set  forth  on  Section  6.6  of   the
Scripps   Disclosure  Schedule,  to  which  this  section  (b)   shall
only  apply  immediately  after  the  Second  Closing  Date)  (i)   to
participate   in  a  group  health  plan  of  the  Belo  Entities   in
which    similarly   situated   employees   of   the   Belo   Entities
participate,   in  accordance  with  the  terms  of  the   plan,   and
to   waive  any  pre-existing  condition  clause  or  waiting   period
requirement  in  such  group  health  plan  and  to  give  credit  for
deductible   amounts   paid   by   a   KENS   Employee   during    the
current   deductible   year   of  such   group   health   plan   while
employed   by   Harte-Hanks;  provided,   however,   that   the   Belo
Entities    will   be   in   compliance   with   this    clause    (i)
regarding   KENS   Employees  employed  by  the   Belo   Entities   if
they   assume   the   current  group  health   contracts   of   Harte-
Hanks  relating  to  the  KENS  Employees;  (ii)  to  participate   in
and   receive   credit,   for   vesting  and   eligibility   purposes,
under  tax  qualified  retirement  plans  of  the  Belo  Entities   in
which    similarly   situated   employees   of   the   Belo   Entities
participate,   for   which   they   are   otherwise   eligible,    for
their   service   with   Harte-Hanks  to  the  extent   permitted   by
applicable      tax-qualification     requirements;      (iii)      to
participate   in   other   benefit  plans   of   the   Belo   Entities
which   are  offered  to  similarly  situated  employees;   and   (iv)
to   participate   in  stock  option  programs  and   stock   purchase
programs   of  the  Belo  Entities  which  are  offered  to  similarly
situated employees.

          (c)    Effective   as  of  the  First  Closing   Date,   the
KENS   Employees  shall  cease  to  be  eligible  to  participate   in
the    Harte-Hanks   Benefit   Plans,   shall   no    longer    accrue
benefits   under  the  Harte-Hanks  Benefit  Plans,  and   shall   not
be   eligible   under  the  Harte-Hanks  Benefit  Plans  for   payment
of   claims  incurred  thereafter,  except  to  the  extent  the  Belo
Entities   have   assumed   and   continued   any   such   Harte-Hanks
Benefit Plan with the consent of Scripps.

              (d)   Notwithstanding   any   contrary   provisions   of
this   Agreement,  (i)  Harte-Hanks  shall  remain  liable   for   any
and   all  obligations  arising  under  or  relating  to  the   Harte-
Hanks   Benefit  Plans  (except  as  otherwise  provided  in   Section
6.6   of   the   Scripps   Disclosure   Schedule),   and   (ii)   with
respect   to  KENS  Employees  who  as  of  the  First  Closing   Date
are   former  employees  of  KENS  or  are  not  actively   at   work,
the   Belo   Entities  shall  assume  liability,  including,   without
limitation,    liability    for   (i)    any    leave    entitlements,
reemployment   obligations,   reinstatement   rights,    or    related
rights,   under   applicable  law,  including,   without   limitation,
the   Family   and   Medical  Leave  Act  of   1993,   the   Uniformed
Services   Employment   and   Reemployment   Rights   Act   of   1994,
workers'   compensation  laws,  or  similar   laws,   and   (ii)   any
rights,    benefits    or   entitlements   under    the    Harte-Hanks
Benefit    Plans   listed   on   Section   6.6,   including,   without
limitation,   health  care  continuation  pursuant  to   Part   6   of
Title I of ERISA.

          (e)    Each   outstanding  option  (a  "KENS   Option")   to
purchase   shares  of  Harte-Hanks  common  stock  held  by   a   KENS
Employee   under  any  stock  option  plan  of  Harte-Hanks,   whether
vested    or   unvested,   exercisable   or   unexerciseable,    shall
remain    the   responsibility   of   Harte-Hanks,   and   the    Belo
Entities     shall    have    no    obligation    or    responsibility
whatsoever with respect to any KENS Options.
(f)    All   of   the  KENS  Employees  will   become   Belo
Employees  as  of  the  First  Closing  Date,  except  as  set   forth
on   Section   6.6   of   the  Scripps  Disclosure   Schedule,   which
such   employees  shall  become  Belo  Employees  as  of  the   Second
Closing   Date;   provided,  however,  nothing   in   this   Agreement
shall   be   construed  to  require  the  Belo  Entities  to  continue
the   employment  of  any  KENS  Employee  for  any  period  of  time,
or,  except  as  required  by  Section  6.6(b)  above,  to  offer  any
particular   type   or   level   of   benefits   to   any    employee.
Nothing   in   this   Agreement  shall  prevent  the   Belo   Entities
from   disciplining  or  terminating  any  KENS   Employee   or   from
amending or terminating any benefit plans at any time.

     VI.7 TVFN Employee Matters.

          (a)    TVFN   shall  retain,  with  respect  to   the   TVFN
Employees,   any  and  all  severance  obligations  that   arise   (i)
under   any   severance   agreements  for  TVFN  Employees   specified
in   Section  6.7  of  the  Belo  Disclosure  Schedule,  (ii)  due  to
events   or   actions  occurring  as  a  result  of  the  transactions
consummated   on   the   First   Closing   Date,   subject   to    the
provisions  of  Section  10.2  below,  and  (iii)  due  to  events  or
actions occurring after the First Closing Date.

          (b)    Effective   as  of  the  First  Closing   Date,   the
TVFN   Employees  shall  not  be  eligible  to  participate   in   any
benefits    plans   sponsored   by   Belo   or   Scripps   or    their
Subsidiaries   other   than   TVFN   ("Belo   or   Scripps    Benefits
Plans"),  shall  not  accrue  benefits  under  any  Belo  or   Scripps
Benefit   Plans,  and  shall  not  be  eligible  under  any  Belo   or
Scripps Benefit Plans for payment of claims.
          
             (c)   All   of  the  TVFN  Employees  will  continue   as
TVFN  Employees  after  the  First  Closing  Date  and  will  have  no
relationship    with    Belo    or    its    affiliates    thereafter.
Nothing  in  this  Agreement  shall  be  construed  to  require   TVFN
to   continue   the   employment  of  any  TVFN   Employee   for   any
period  of  time,  or  to  offer  any  particular  type  or  level  of
benefits   to   any   employee.   Nothing  in  this  Agreement   shall
prevent    TVFN   from   disciplining   or   terminating   any    TVFN
Employee   or   from  amending  or  terminating  any   benefit   plans
at any time.

     VI.8    Fees    and    Expenses.     Whether    or    not     the
transactions   contemplated   herein  are   consummated   and   except
as   otherwise   provided  herein,  all  fees,  costs   and   expenses
incurred    in    connection    with   this    Agreement    and    the
transactions   contemplated  hereby  shall  be  paid  by   the   party
incurring   such  expenses;  provided,  however,  that   Scripps   and
Belo  Holdings  shall  each  pay  one-half  of  (a)  the  filing   fee
required   under  the  HSR  Act  and  (b)  any  filing  fee   required
by the FCC to file the FCC Application.

     VI.9    Transfer    Taxes.    The   Belo   Entities    will    be
responsible  for  and  pay  all  sales  and  use  taxes,  duties,  and
transfer    fees   applicable   to   the   transactions   contemplated
herein  with  respect  to  the  sale  of  the  KENS  Assets.   Scripps
will   be   responsible  for  and  pay  all  sales  and   use   taxes,
duties,    and    transfer    fees    applicable    to    transactions
contemplated   herein  with  respect  to  the   sale   of   the   TVFN
Interests.     The    parties   hereto   agree   to    cooperate    in
connection   with   the   preparation   and   filing   of   any    Tax
Returns    relating   to   the   New   York   State   Real    Property
Transfer   Tax   and  New  York  City  Real  Property  Transfer   Tax,
incurred    in   connection   with   the   transactions   contemplated
hereby.

     VI.10       Employment  Taxes.   Scripps  agrees   to   use   its
commercially   reasonable  best  efforts   to   obtain   the   consent
of   Harte-Hanks  to  the  use  of  the  "Alternative  Procedure"  set
forth  in  Section  5  of  the  Rev.  Proc.  96-60  with  respect   to
issuing   forms  W-2  to  KENS  Employees,  including  the   execution
of   an   agreement  with  Belo  Sub  regarding  the   use   of   such
procedure.

     VI.11       Scripps   Assignment  of   Contracts   and   Permits.
Notwithstanding   any   other   provision   hereof,   in    connection
with   any  Scripps  Contract  identified  on  Section  3.11  of   the
Scripps   Disclosure  Schedule  or  any  permit,   approval,   license
or   authorization   issued   by  a  Governmental   Entity   (each   a
"Governmental   Authorization")  held  or  to  be  held   by   Scripps
which  relates  to  the  KENS  Assets  and  which,  as  a  matter   of
law   or   by   its  terms,  is  (a)  not  assignable,  or   (b)   not
assignable   without   the   prior  approval   or   consent   of   the
issuer    thereof   or   the   other   party   or   parties    thereto
(collectively, "Non-Assignable Rights"), Scripps shall:
(i)    apply   for  and  use  all  reasonable   efforts
     to   obtain  all  consents  or  approvals  contemplated  by   the
     Scripps    Contracts    or   Governmental   Authorizations,    in
     form and substance satisfactory to Belo Sub;

               (ii)     cooperate    with    Belo    Sub    in     any
     reasonable   and   lawful  arrangements   designed   to   provide
     the   benefits   and   burdens  of  such  Non-Assignable   Rights
     to   Belo   Sub,   including  holding  any  such   Non-Assignable
     Rights   in   trust  for  Belo  Sub  or  acting  as   agent   for
     Belo Sub;

               (iii)         enforce    any    rights    of    Scripps
     arising    from   such   Non-Assignable   Rights   against    the
     issuer thereof or the other party or parties thereto;

               (iv)   take   all  such  actions  and  do,   or   cause
     to  be  done,  all  such  things  at  the  request  of  Belo  Sub
     as   shall   reasonably  be  necessary  and   proper   in   order
     that   the   value   of  any  Non-Assignable  Rights   shall   be
     preserved   and  shall  inure  to  the  benefit  of   Belo   Sub;
     and

               (v)    pay  over  to  Belo  Sub  all  monies  or  other
     assets   collected  by  or  paid  to  Scripps  or  any   of   its
     Subsidiaries in respect of such Non-Assignable Rights.

     Belo   Sub   shall   reimburse   Scripps   for   all   reasonably
incurred   payments,   costs   and   expenses   made,   incurred    or
suffered   in   performing  Scripps'  obligations  as   requested   by
Belo   Sub   under  this  Section  6.11.  If  Scripps  is  unable   to
lawfully     provide     the    benefit    of     any     Governmental
Authorization   to  Belo  Sub,  it  shall  not,  at  any   time,   use
such   Governmental   Authorization   for   its   own   purposes    or
assign    or    provide    the   benefit    of    such    Governmental
Authorization to any other party.

     VI.12        Belo   Assignment   of   Contracts   and    Permits.
Notwithstanding   any   other   provision   hereof,   in    connection
with   any   Belo  Contract  identified  on  Section   2.12   of   the
Belo   Disclosure   Schedule   or   any   Governmental   Authorization
held  or  to  be  held  by  CPMCO  or TVFN  and  which,  as  a  matter
of   law  or  by  its  terms,  requires  the  consent  of  the  issuer
thereof  or  the  other  party  or  parties  thereto  upon  a   change
of   control   (collectively,   the  "TVFN   Non-Assignable   Rights")
the Belo Entities shall:

               (i)    apply   for  and  use  all  reasonable   efforts
     to   obtain  all  consents  or  approvals  contemplated  by   the
     Belo   Contracts   or   Governmental  Authorizations,   in   form
     and substance satisfactory to Scripps;

               (ii)   cooperate   with  Scripps  in   any   reasonable
     and    lawful    arrangements    designed    to    provide    the
     benefits   and   burdens  of  such  TVFN  Non-Assignable   Rights
     to   TVFN,   including  holding  any  such  TVFN   Non-Assignable
     Rights in trust for TVFN or acting as agent for TVFN;

               (iii)       enforce   any  rights   of   TVFN   arising
     from   such   TVFN  Non-Assignable  Rights  against  the   issuer
     thereof or the other party or parties thereto;

               (iv)   take   all  such  actions  and  do,   or   cause
     to   be   done,  all  such  things  at  the  request  of  Scripps
     as   shall   reasonably  be  necessary  and   proper   in   order
     that   the   value  of  any  TVFN  Non-Assignable  Rights   shall
     be   preserved   and  shall  inure  to  the  benefit   of   TVFN;
     and

               (v)    pay   over   to   TVFN  all  monies   or   other
     assets   collected   by  or  paid  to  TVFN   or   any   of   its
     Subsidiaries    in   respect   of   such   TVFN    Non-Assignable
     Rights.

     Scripps    shall   reimburse   the   Belo   Entities   for    all
reasonably    incurred   payments,   costs    and    expenses    made,
incurred    or    suffered   in   performing   the   Belo    Entities'
obligations   as  requested  by  Scripps  under  this  Section   6.12.
If   the   Belo   Entities   are  unable  to  lawfully   provide   the
benefit   of  any  Governmental  Authorization  to  TVFN,   it   shall
not,   at   any   time,   use  such  Governmental  Authorization   for
its   own   purposes  or  assign  or  provide  the  benefit  of   such
Governmental Authorization to any other party.
VI.13     Schedules.

          (a)     Notwithstanding    anything    to    the    contrary
contained   herein  if  Scripps  has  not,  as  of  the  date   hereof
(the   "Signing  Date"),  completed  and/or  delivered  one  or   more
of   the   Schedules  referred  to  in  this  Agreement  and  required
to   be   delivered   by   Scripps  pursuant   hereto   or   has   not
delivered   one   or   more   of   the  documents   required   to   be
delivered   by   it   pursuant  to  this   Agreement,   then   Scripps
shall  be  permitted  to  complete  and  deliver  such  Schedules   or
deliver   such   documents   to   the   Belo   Entities   after    the
Signing  Date,  but  in  no  event  later  than  September  22,  1997.
The   Belo  Entities  shall  be  deemed  to  have  accepted  any  such
revised   or   newly  delivered  Schedules  and/or  documents   unless
within   three   (3)   business  days  after  receipt   thereof   they
shall   have   delivered   to  Scripps  a  notice   terminating   this
Agreement    together   with   a   certificate   from   an   executive
officer  of  Belo  Holdings  to  the  effect  that  such  revised   or
newly   delivered   Schedules  and/or  documents  in   the   aggregate
reflect  matters  that  would  have  a  material  adverse  effect   on
the   KENS   Assets   as   of  the  Signing   Date.    If   the   Belo
Entities's    approval   of   such   revised   or   newly    delivered
Schedules   and/or  documents  is  granted  or  is   deemed   granted,
any   Schedules   attached  hereto  as  of  the   Signing   Date   and
delivered   by   Scripps   which  have   subsequently   been   revised
shall   be   deemed   to   be   amended  in   accordance   with   such
revised   Schedules   as  of  the  Signing   Date   and   such   late-
delivered    Schedules    and/or    documents    shall    be    deemed
delivered   by  Scripps  as  of  the  Signing  Date.   Scripps   shall
not   have   the  right  to  deliver  any  revised  or  new  Schedules
or   documents   under   this  Section  6.13   after   September   22,
1997.

          (b)     Notwithstanding    anything    to    the    contrary
contained  herein,  if  the  Belo  Entities  have  not,  as   of   the
Signing  Date,  completed  and/or  delivered  one  or  more   of   the
Schedules   referred  to  in  his  Agreement  and   required   to   be
delivered   by  them  pursuant  hereto  or  have  not  delivered   one
or   more   of  the  documents  required  to  be  delivered  by   them
pursuant   to  this  Agreement,  then  they  shall  be  permitted   to
complete    and    deliver   such   Schedules    or    deliver    such
documents  to  Scripps  after  the  Signing  Date,  but  in  no  event
later   than  September  22,  1997.   Scripps  shall  be   deemed   to
have   accepted   any  such  revised  or  newly  delivered   Schedules
and/or   documents  unless  within  three  (3)  business  days   after
receipt   thereof  it  shall  have  delivered  to  the  Belo  Entities
a    notice    terminating   this   Agreement    together    with    a
certificate   from   an   executive  officer   of   Scripps   to   the
effect   that  such  revised  or  newly  delivered  Schedules   and/or
documents  in  the  aggregate  reflect  maters  that  would   have   a
material  adverse  effect  on  TVFN  and  CPMCO,  taken  as  a  whole,
as   of   the   Signing   Date.   If  Scripps's   approval   of   such
revised   or   newly   delivered   Schedules   and/or   documents   is
granted   or   is  deemed  granted,  any  Schedules  attached   hereto
as   of   the  Signing  Date  and  delivered  by  the  Belo   Entities
which   have  subsequently  been  revised  shall  be  deemed   to   be
amended  in  accordance  with  such  revised  Schedules  as   of   the
Signing    Date    and    such   late-delivered    Schedules    and/or
documents   shall  be  deemed  delivered  by  the  Belo  Entities   as
of   the  Signing  Date.   The  Belo  Entities  shall  not  have   the
right   to   deliver  any  revised  or  new  Schedules  or   documents
under this Section 6.13  after September 22, 1997.
     
     VI.14       Notification.    Each   party   hereto   shall,    in
the   event  of,  or  promptly  after  obtaining  knowledge  of,   the
occurrence    or    threatened   occurrence    of    any    fact    or
circumstance   that   would   cause   or   constitute    a    material
breach   of   any   of   its  representations   and   warranties   set
forth   herein,   give  notice  thereof  to  the   other   party   and
shall   use   its  reasonable  efforts  to  prevent  or  remedy   such
breach.

     VI.15         Additional    Agreements     Related     to     FCC
Licenses.     The    parties    hereto    shall    use    commercially
reasonable   best  efforts  to  obtain  the  expedient   transfer   of
all   FCC   licenses  related  to  the  KENS  Assets  to   Belo   Sub,
including,   without   limitation,  (a)  the  substitution   of   Belo
Sub   on  any  current  FCC  transfer  application,  and/or  (b)  such
other measures as the parties hereto deem necessary.

     VI.16        Resignations.   Effective   as    of    the    First
Closing   Date,   PJPI   will   resign   as   the   managing   general
partner   and   a   general  partner  in  CPMCO,   and   Colony   will
resign as a general partner in TVFN.

     VI.17       LMA   Agreement.   Upon  the  First   Closing   Date,
the   parties  hereto  shall  enter  into  the  LMA  in  substantially
the   same   form   attached  hereto  as   Exhibit   E,   subject   to
receipt of any necessary FCC approvals.
VI.18        Notice    to    Other   Partners.     The    parties
covenant   and  agree  that  the  First  Closing  shall  comply   with
Section   9.03   of   the   TVFN   Partnership   Agreement.    Scripps
hereby  agrees  to  deliver  at  the time  of  the  First  Closing  to
the   partners  of  TVFN  (other  than  any  Belo  Entities)  of  TVFN
in   accordance   with   Section  9.06   of   the   TVFN   Partnership
Agreement   a  copy  of  its  agreement  to  comply  with   the   TVFN
Partnership Agreement.

     VI.19       Transponder   Agreement.   On   the   First   Closing
Date   the   Belo   Entities  shall  (a)  in  consideration   of   the
payment   to  Belo  Holdings  of  $7,100,000  by  Scripps,  cause   to
be   assigned   to   Scripps,  and  Scripps  shall  assume,   all   of
Belo   Holdings'  right,  title  and  interest  in,   to   and   under
(i)    the    Transponder   Lease   Agreement,   (ii)   the   Sublease
Agreement   and   (iii)   any   other  sublease   agreements   between
Belo   Holdings  and/or  any  of  its  Subsidiaries  and   any   third
party   (other   than   TVFN)   with  respect   to   the   Transponder
Lease   Agreement,   in   such  form  as  the   parties   agree   (the
"Transponder   Assignments")   or   (b)   if   all   necessary   third
party    consents    to    such   Transponder    Assignments    cannot
reasonably   be  obtained  through  the  exercise  of   best   efforts
by  the  Belo  Entities  and  Scripps does  not  elect  to  waive  the
receipt  of  such  consents  as  of  the  First  Closing  Date,   then
the   Belo   Entities   shall  ensure  that   prior   to   the   First
Closing   the  Sublease  Term  described  in  Paragraph   2   of   the
Sublease    Agreement    is   amended   to   provide    Scripps    the
unilateral   option   to  continue  the  Sublease   Term   in   effect
under  the  same  terms  and  conditions  until  the  termination   of
the   Transponder   Lease  Agreement.   Scripps  shall   be   required
to   exercise  this  option  to  extend  the  Sublease  Agreement   no
later   than   60-days   in   advance  of  the   current   termination
date   of   the   Sublease  Agreement,  March  8,  1999.    The   Belo
Entities   shall   also   ensure  that  the  Sublease   Agreement   is
amended   to   state   that  Providence  Journal  Company   will   not
amend    the   Transponder   Lease   Agreement   without   the   prior
written    consent   of   Scripps   (such   consent    not    to    be
unreasonably withheld).

                        ARTICLE VII

     Conditions to the Obligations of the Belo Entities

     The    obligations    of   the   Belo   Entities    under    this
Agreement  are,  at  the  Belo  Entities'  option,  subject   to   the
fulfillment   of   the   conditions   set   forth   in   Section   7.1
through  7.8  prior  to  or  at  the  First  Closing  Date,  and   the
fulfillment   of   the   conditions  set  forth   in   Sections   7.2,
7.6,  and  7.9  through  7.11  prior  to  or  at  the  Second  Closing
Date:

     VII.1     Representations, Warranties, Covenants.

          (a)    Each   of  the  representations  and  warranties   of
Scripps  contained  in  this  Agreement  that  are  qualified  as   to
materiality     shall    be    true    and    correct,     and     the
representations   and   warranties   that   are   not   so   qualified
shall  be  true  and  correct  in  all  material  respects,  in   each
case  as  of  the  date  when made and shall  be  deemed  to  be  made
again   on   and  as  of  the  First  or  Second  Closing  Dates,   as
applicable,   and   shall  then,  if  qualified  as  to   materiality,
be   true  and  correct,  and  if  not  so  qualified,  be  true   and
correct   in   all   material   respects,   except   to   the   extent
changes   are   specifically   permitted  or   contemplated   pursuant
to this Agreement;

          (b)    Scripps   shall  have  performed  and   complied   in
all   material   respects   with   each   and   every   covenant   and
agreement   required   by   this  Agreement   to   be   performed   or
complied   with   by  it  prior  to  or  at  the   First   or   Second
Closing Dates, as applicable; and

          (c)     Scripps    shall    have    furnished    the    Belo
Entities    with   certificates   dated   the   First    and    Second
Closing   Dates,   as   applicable,   and   duly   executed   by   the
President   or   a   Vice   President   of   Scripps   authorized   on
behalf   of  Scripps  to  give  such  a  certificate,  to  the  effect
that   the  conditions  set  forth  in  subparagraphs  (a)   and   (b)
of   this  Section  7.1  have  been  satisfied  as  of  the  date   of
such certificates.
VII.2       Proceedings.    Neither   the   Belo   Entities   nor
Scripps   shall   (a)   be  subject  to  any  restraining   order   or
injunction   restraining   or   prohibiting   the   consummation    of
the   transactions   contemplated  hereby   or   (b)   have   received
written   notice  from  any  Governmental  Entity  of  its   intention
to   institute   any  action  or  proceeding  seeking   to   restrain,
enjoin    or    nullify   this   Agreement   or    the    transactions
contemplated hereby.

     VII.3       Damage   to  the  Assets.   The  KENS  Assets   shall
not   have   suffered  damage  on  account  of  fire,   explosion   or
other   cause   of  any  nature  that  prevented  operation   of   the
KENS   Assets   for  a  period  of  at  least  seven  (7)  consecutive
days  and  which  shall  not  have  been  repaired  as  of  the  First
and   Second   Closing   Dates,   respectively;   provided,   however,
that   if  the  Belo  Entities  elect  to  waive  the  condition   set
forth   in  this  Section  7.3  and  consummate  the  Closings,   then
the   Belo  Entities'  sole  and  exclusive  remedy  against   Scripps
with   respect  to  such  damage  shall  be  that  the  Belo  Entities
may    collect   and   receive   the   proceeds   of   any   insurance
payable  to  Scripps  on  account  of  such  damages  which  have  not
been   applied  under  the  supervision  of  the  Belo   Entities   to
the    repair    thereof   plus   the   amount   of   any   deductible
consumed    with    respect    to   such   damage    under    Scripps'
insurance  policy  (which  at  the  Belo  Entities'  option   may   be
taken  in  the  form  of  a  cash  payment  from  Scripps  or  as   an
adjustment to the Belo Cash Consideration).

     VII.4        Certain   Consents.    The   Belo   Entities   shall
have    obtained   each   of   the   consents   and   approvals    and
completed   each  of  the  actions  required  to  (a)   transfer   the
TVFN    Interests    to   Scripps   pursuant   to   the    Partnership
Agreements   and   (b)  substitute  Scripps  as  a   general   partner
of   each   of  CPMCO  and  TVFN  and  the  managing  general  partner
of CPMCO in accordance with the Partnership Agreements.

     VII.5         Hart-Scott-Rodino.     The    applicable    waiting
period   imposed  by  the  HSR  Act  shall  have  expired   or   shall
have been subject to early termination.

     VII.6       Deliveries.    Scripps  shall  have   complied   with
each   and  every  one  of  its  obligations  set  forth  in   Section
9.1.

     VII.7       Closing   of   the   Acquisition   Agreement.     The
transactions   contemplated   by  the   Acquisition   Agreement   with
respect   to   KENS  shall  have  been  consummated  on  substantially
the   same   terms  and  conditions  as  contained  therein   on   the
date   hereof,   unless   modified  or   amended   pursuant   to   the
terms of the Acquisition Agreement and this Agreement.

     VII.8       LMA.  The  parties  shall  have  entered   into   the
LMA, effective as of the First Closing Date.

     VII.9       Affiliation   Agreement.   Unless   transferred    at
the   First  Closing,  the  KENS  Affiliation  Agreement  shall   have
been   transferred  to  Belo  Sub  on  substantially  the  same  terms
and conditions as are currently contained in such agreement.

     VII.10       FCC    Authorizations.     The    FCC    Application
shall   have   been   approved   without  any   condition   materially
adverse   to   Belo   Sub   and  shall   have   become   Final.    For
purposes  of  this  Agreement,  "Final"  shall  mean  action  by   the
FCC    (including   action   duly   taken   by   the   FCC's    staff,
pursuant   to  delegated  authority),  which  shall  not   have   been
reversed,     stayed,    enjoined,    set    aside,    annulled     or
suspended;  with  respect  to  which  no  timely  request  for   stay,
petition   for   reconsideration  or  review,   or   appeal   or   sua
sponte   action   of  the  FCC  with  comparable   effect   shall   be
pending;   and   as   to   which  the  time  for   filing   any   such
request,   petition  or  appeal,  or  for  the  taking  of  any   such
sua   sponte  action  by  the  FCC,  shall  have  expired.   The   FCC
approvals    shall   include   grant   of   a   waiver   of    Section
73.3555(c)    of   the   rules,   the   one-to-a-market    rule    (if
necessary   under  the  rules  then  in  effect),  permitting   common
ownership by Belo Sub of station KENS-TV and KENS-AM.

     VII.11      FCC   Approval.    The  FCC   Application   (as   set
forth   in   the  Acquisition  Agreement)  shall  have  received   FCC
Approval (as defined in the Acquisition Agreement).
ARTICLE VIII

          Conditions to the Obligations of Scripps

     The   obligations  of  Scripps  under  this  Agreement  are,   at
its   option,  subject  to  the  fulfillment  of  the  conditions  set
forth   in  Sections  8.1  through  8.7  prior  to  or  at  the  First
Closing   Date,   and   the   fulfillment  of   the   conditions   set
forth  in  Sections  8.2,  8.5 and 8.8  prior  to  or  at  the  Second
Closing Date:

     VIII.1    Representations, Warranties, Covenants.

          (a)    Each   of  the  representations  and  warranties   of
the   Belo   Entities   contained   in   this   Agreement   that   are
qualified   as   to  materiality  shall  be  true  and  correct,   and
the   representations  and  warranties  that  are  not  so   qualified
shall  be  true  and  correct  in  all  material  respects,  in   each
case,   as  of  the  date  when  made  and  shall  be  deemed  to   be
made   again  on  and  as  of  the  First  or  Second  Closing  Dates,
as    applicable,    and   shall   then,   if    qualified    as    to
materiality,   be  true  and  correct,  and  if  not   so   qualified,
be   true  and  correct  in  all  material  respects,  except  to  the
extent   changes   are  specifically  permitted   pursuant   to   this
Agreement;

          (b)    The   Belo   Entities  shall   have   performed   and
complied   in   all   material   respects   with   each   and    every
covenant   and   agreement   required  by   this   Agreement   to   be
performed  or  complied  with  by  them  prior  to  or  at  the  First
or Second Closing Dates, as applicable; and

          (c)     The    Belo    Entities   shall    have    furnished
Scripps    with   certificates,   dated   the   First    and    Second
Closing   Dates,   as   applicable,    and   duly   executed   by    a
President    or    a   Vice   President   of   the    Belo    Entities
authorized   on  behalf  of  the  Belo  Entities  to   give   such   a
certificate,  to  the  effect  that  the  conditions  set   forth   in
subparagraphs   (a)   and   (b)  of  this  Section   8.1   have   been
satisfied as of the date of such certificates.

     VIII.2      Proceedings.    Neither   Scripps   nor   the    Belo
Entities   shall   (a)  be  subject  to  any  restraining   order   or
injunction   restraining   or   prohibiting   the   consummation    of
the   transactions   contemplated  hereby   or   (b)   have   received
written   notice  from  any  Governmental  Entity  of  its   intention
to   institute   any  action  or  proceeding  seeking   to   restrain,
enjoin    or    nullify   this   Agreement   or    the    transactions
contemplated hereby.

     VIII.3      Certain   Consents.    The   Belo   Entities    shall
have    obtained   each   of   the   consents   and   approvals    and
completed   each  of  the  actions  required  to  (a)   transfer   the
TVFN    Interests    to   Scripps   pursuant   to   the    Partnership
Agreements   and   (b)  substitute  Scripps  as  a   general   partner
of   each   of  CPMCO  and  TVFN  and  the  managing  general  partner
of CPMCO in accordance with the Partnership Agreements.

     VIII.4        Hart-Scott-Rodino.     The    applicable    waiting
period   imposed  by  the  HSR  Act  shall  have  expired   or   shall
have been subject to early termination.

     VIII.5       Deliveries.    The   Belo   Entities   shall    have
complied   with   each  and  every  one  of  their   obligations   set
forth in Section 9.2

     VIII.6      Closing   of   the   Acquisition   Agreement.     The
transactions   contemplated   by  the   Acquisition   Agreement   with
respect   to   KENS  shall  have  been  consummated  on  substantially
the   same   terms  and  conditions  as  contained  therein   on   the
date   hereof,   unless   modified  or   amended   pursuant   to   the
terms of the Acquisition Agreement and this Agreement.

     VIII.7      LMA.        The  parties  shall  have   entered   the
LMA, effective as of the First Closing Date.

     VIII.8      FCC   Approval.    The  FCC   Application   (as   set
forth   in   the  Acquisition  Agreement)  shall  have  received   FCC
Approval (as defined in the Acquisition Agreement).
ARTICLE IX

           Items to be Delivered at the Closings

     IX.1 Deliveries by Scripps.

          (a)    At   the   First  Closing,  Scripps   shall   deliver
to the Belo Entities:

               (i)    Bills   of   sale,   endorsements,   assignments
and   other   good  and  sufficient  instruments  of  sale,   transfer
and   assignment  (which  may  contain  disclaimers  of  warranty   of
condition   and   suitability  consistent  with  the   provisions   of
this     Agreement)     in     form    and    substance     reasonably
satisfactory    to   the   Belo   Entities   sufficient    to    sell,
transfer   and   assign   to   Belo   Sub   all   right,   title   and
interest  of  Scripps  in  and  good  title  to  the  KENS  Assets  to
be transferred at the First Closing;

               (ii)    Certified    copies   of   resolutions,    duly
adopted  by  the  Board  of  Directors  of  Scripps,  which  shall  be
in   full  force  and  effect  at  the  time  of  the  First  Closing,
authorizing    the    execution,   delivery   and    performance    by
Scripps   of   this   Agreement   and   the   consummation   of    the
transactions contemplated hereby;

               (iii)        The    certificate    referred    to    in
Section 7.1(c);

               (iv)      A      certificate,      satisfying       the
requirements   of   Treas.  Reg.   1.1445-2(b)(2),   to   the   effect
that the KENS Entity is not a foreign person;

               (v)  The LMA;

                  (vi)       The   Transponder  Assignments   or   the
Transponder Extension, as the case may be; and

               (vii)       Such   other  documents  or   payments   as
the  Belo  Entities  or  their  counsel  may  reasonably  request   to
demonstrate   satisfaction   of   the   conditions   and    compliance
with the agreements set forth in this Agreement.

          (b)    At   the   Second  Closing,  Scripps  shall   deliver
to the Belo Entities:

               (i)    Bills   of   sale,   endorsements,   assignments
and   other   good  and  sufficient  instruments  of  sale,   transfer
and   assignment  (which  may  contain  disclaimers  of  warranty   of
condition   and   suitability  consistent  with  the   provisions   of
this     Agreement)     in     form    and    substance     reasonably
satisfactory    to   the   Belo   Entities   sufficient    to    sell,
transfer   and   assign   to   Belo   Sub   all   right,   title   and
interest  of  Scripps  in  and  good  title  to  the  KENS  Assets  to
be transferred at the Second Closing;

               (ii)    A   special   warranty   deed   with   covenant
against   grantor's   acts  with  respect   to   all   Real   Property
owned by Scripps and included within the KENS Assets;

               (iii)         Certified    copies    of    resolutions,
duly   adopted   by   the  Board  of  Directors  of   Scripps,   which
shall  be  in  full  force  and effect  at  the  time  of  the  Second
Closing,   authorizing   the  execution,  delivery   and   performance
by   Scripps   of   this  Agreement  and  the  consummation   of   the
transactions contemplated hereby;

               (iv)   The   certificate   referred   to   in   Section
7.1(c); and
(v)    Such   other  documents  or  payments   as   the
Belo  Entities  or  their  counsel  may  reasonably  request  (A)   to
demonstrate   satisfaction   of   the   conditions   and    compliance
with  the  agreements  set  forth  in  this  Agreement  and  (B)   for
purposes    of    the   issuance   of   Belo   Sub's   owners    title
insurance   policy   (the  cost  of  which  Belo   Sub   shall   bear)
without deletion of the standard exceptions to title.

     IX.2 Deliveries by the Belo Entities.

          (a)    At  the  First  Closing,  the  Belo  Entities   shall
deliver to Scripps:

               (i)    Bills   of   sale,   endorsements,   assignments
and   other   good  and  sufficient  instruments  of  sale,   transfer
and   assignment  (which  may  contain  disclaimers  of  warranty   of
condition   and   suitability  consistent  with  the   provisions   of
this     Agreement)     in     form    and    substance     reasonably
satisfactory   to   Scripps   sufficient   to   sell,   transfer   and
assign   to   Scripps  all  right,  title  and  interest   of   Colony
and PJPI in and good title to the TVFN Interests;

               (ii)     A     portion     of     the     Belo     Cash
Consideration,   in  the  amount  of  $37,500,000,  which   shall   be
paid in the manner specified in Section 1.6 hereof;
               
                   (iii)       Certified   copies   of    resolutions,
duly   adopted   by   the   Belo  Entities'   Boards   of   Directors,
which  shall  be  in  full  force  and  effect  at  the  time  of  the
First    Closing,    authorizing   the   execution,    delivery    and
performance   by  the  Belo  Entities  of  this  Agreement   and   the
consummation of the transactions contemplated hereby;

               (iv)   The   certificate   referred   to   in   Section
8.1(c);

               (v)     Certificates   from   each    of    PJPI    and
Colony   satisfying   the  requirements  of   Treas.   Reg.    1.1445-
2(b)(2),   to   the  effect  that  neither  of  them  is   a   foreign
person;

               (vi) The LMA;

               (vii)       The   Transponder   Assignments   or    the
Transponder Extension, as the case may be; and

               (viii)      Such   other  documents  or   payments   as
Scripps   or   its  counsel  may  reasonably  request  to  demonstrate
satisfaction   of   the   conditions   and   compliance    with    the
agreements set forth in this Agreement.

          (b)     At   the   Second   Closing,   the   Belo   Entities
shall deliver to Scripps:

               (i)      The    remainder    of    the    Belo     Cash
Consideration   not  previously  paid,  which   shall   be   paid   in
the manner specified in Section 1.6 hereof;

               (ii)    Certified    copies   of   resolutions,    duly
adopted   by   the   Belo   Entities'  Boards   of   Directors   which
shall  be  in  full  force  and effect  at  the  time  of  the  Second
Closing,   authorizing   the  execution,  delivery   and   performance
by   the   Belo  Entities  of  this  Agreement  and  the  consummation
of the transactions contemplated hereby;

               (iii)        The    certificate    referred    to    in
Section 8.1(c);

               (iv)     An     instrument    or     instruments     of
assumption   of  the  Assumed  Liabilities,  in  form  and   substance
reasonably satisfactory to Scripps; and
(v)     Such    other   documents   or   payments    as
Scripps   or   its  counsel  may  reasonably  request  to  demonstrate
satisfaction   of   the   conditions   and   compliance    with    the
agreements set forth in this Agreement.

                         ARTICLE X

              Nonsurvival of Representations,
         Warranties and Covenants; Indemnification
     
     X.1     Nonsurvival    of   Representations    and    Warranties.
None   of   the  representations  or  warranties  in  this   Agreement
or   in   any   instrument  delivered  pursuant  to   this   Agreement
shall   survive   the   First  Closing  Date.    This   Section   10.1
shall   not   limit   any   other  covenant  or   agreement   of   the
parties   set   forth   in  this  Agreement  or  in   any   instrument
delivered pursuant to the terms hereof.

     X.2    Indemnification.    The  parties  shall   indemnify   each
other as set forth below.

          (a)    Scripps   hereby   agrees  to  indemnify   and   hold
harmless   the   Belo   Entities   and  their   directors,   officers,
employees    and   all   persons   which   directly   or   indirectly,
through   one   or   more  intermediaries,  control,  are   controlled
by,  or  are  under  common  control  with  the  Belo  Entities  from,
and   to   reimburse   the   Belo  Entities   and   their   directors,
officers,    stockholders,   employees   and   all    persons    which
directly   or   indirectly,  through  one  or   more   intermediaries,
control,   are   controlled   by,  or   are   under   common   control
with,   the   Belo   Entities  for  any  and  all   losses,   damages,
liabilities   and  claims,  and  all  fees,  costs  and  expenses   of
any   kind   related  thereto  (including,  without  limitation,   any
and   all  legal  expenses),  arising  out  of,  in  connection  with,
based   upon   or   resulting  from  any  litigation   or   proceeding
initiated   by   a   third  party  to  the  extent  related   to   the
business   or  operations  of  the  KENS  Assets  on  or  before   the
First   Closing   Date.   Scripps  shall  not   have   any   liability
under   this   Section  10.2(a)  to  the  extent  the   liability   or
obligation  arises  as  a  result  of  any  action  taken  or  omitted
to  be  taken  by  the  Belo  Entities or  any  of  their  affiliates.
Notwithstanding   anything   to   the   contrary   contained   herein,
the   indemnification   obligations   set   forth   above   shall   be
absolute   and   unconditional,  and  shall  be  enforceable   without
regard  to  the  existence  or  accuracy  of  any  representation   or
warranties given by Scripps.

          (b)    The   Belo   Entities  hereby  agree   to   indemnify
and    hold    harmless   Scripps   and   its   directors,   officers,
employees    and   all   persons   which   directly   or   indirectly,
through   one   or   more  intermediaries,  control,  are   controlled
by,   or  are  under  common  control  with,  Scripps  from,  and   to
reimburse   Scripps  and  its  directors,  officers,   employees   and
all   persons   which   directly  or  indirectly,   through   one   or
more   intermediaries,   control,   are   controlled   by,   or    are
under   common  control  with,  Scripps  for  any  and   all   losses,
damages,   liabilities   and  claims   and   all   fees,   costs   and
expenses   of   any   kind   related   thereto   (including,   without
limitation,  any  and  all  legal  expenses),  arising  out   of,   in
connection   with,  based  upon  or  resulting  from  any   litigation
or   proceeding   initiated  by  any  third  party   to   the   extent
related  to  the  TVFN  Interests  on  or  before  the  First  Closing
Date.    The  Belo  Entities  shall  not  have  any  liability   under
this    Section    10.2(b)   to   the   extent   the   liability    or
obligation  arises  as  a  result  of  any  action  taken  or  omitted
to    be    taken    by   Scripps   or   any   of   its    affiliates.
Notwithstanding   anything   to   the   contrary   contained   herein,
the   indemnification   obligations   set   forth   above   shall   be
absolute   and   unconditional,  and  shall  be  enforceable   without
regard  to  the  existence  or  accuracy  of  any  representation   or
warranties given by the Belo Entities.

             (c)   Notwithstanding  any  other   provision   of   this
Agreement   to   the   contrary:  (i)  no   party   hereto   will   be
liable   to   any  other  party  hereto  pursuant  to   this   Section
10.2   or   otherwise  except  to  the  extent  that   the   aggregate
amount   of   losses   indemnified  thereunder   exceeds   $2,500,000;
(ii)   the  total  aggregate  liability  of  the  Belo  Entities,   on
the   one   hand,  and  Scripps,  on  the  other  hand,   for   losses
that  may  arise  under  this  Section  10.2  or  otherwise  will  not
exceed   $25,000,000;  and  (iii)  any  claims  for  losses   pursuant
to   this   Section   10.2  or  otherwise  can   only   be   made   in
respect   of   indemnifiable  claims  actually  filed   or   commenced
on  or  prior  to  eighteen  months  after  the  First  Closing  Date.
Notwithstanding  any  other  provision  of  this  Agreement   to   the
contrary,   each   party's   liability   for   losses   relating    to
indemnifiable
claims   for   Taxes   ("Tax   Losses")    shall    be
without   limit   in   dollar  amount  (although  still   subject   to
Section    10.2(c)(i))   and   claims   for   Tax   Losses    pursuant
hereto may be made at any time.

          (d)    As   promptly  as  practicable  but  in   any   event
within   60  calendar  days  of  the  receipt  by  any  party   hereto
of   any   notice  of  the  commencement  of  any  action,   suit   or
proceedings,   the  assertion  of  any  claim,  or   notice   of   any
event  or  the  incurrence  of  any  loss  or  damage  for  which  any
party   hereto  asserts  that  indemnification  is  provided  for   by
this   Section   10.2,   the   party   seeking   indemnification   (an
"indemnified   party")  shall  give  written  notice  to   any   party
from    which    indemnification   is   sought    (an    "indemnifying
party")   describing  in  reasonable  detail   the   basis   of   such
claim   for   indemnification.    If  the   indemnified   party   does
not   so  notify  the  indemnifying  party  within  60  calendar  days
of   the   date   of   such  notice,  assertion  or  incurrence,   the
indemnifying    party   shall   not   be   relieved    of    liability
hereunder  in  respect  of  such claim  except  if  and  only  to  the
extent   that   the   indemnifying   party   suffers   prejudice    or
damage   by   reason   of   such  failure  to  give   timely   notice.
Thereafter,   the   indemnified   party   shall   deliver    to    the
indemnifying   party,   within  five   business   days'   time   after
the    indemnified   party's   receipt   thereof,   copies   of    all
notices   and   documents  (including  court   papers)   received   by
the   indemnified  party  relating  to  such  claim.   If  such  claim
involves   the   claim   of   any  third   party,   the   indemnifying
party   shall   be  entitled  to  participate  in,  and  assume   sole
control   over,   the   defense   or   settlement   of   such   claim;
provided, however, that:

               (i)    the   indemnified  party   shall   be   entitled
     to   participate  in  (but  not  control)  the  defense  of  such
     claim   and   to   employ  counsel  at   its   own   expense   to
     assist in the handling of such claim;

               (ii)   the   indemnifying  party   shall   obtain   the
     prior   written   approval  of  the  indemnified   party,   which
     shall   not   be   unreasonably  withheld  or   delayed,   before
     entering   into   any  settlement  of  such  claim   or   ceasing
     to   defend  against  such  claim,  if  pursuant  to  or   as   a
     result   of   such   settlement  or  cessation,   injunctive   or
     other   equitable   relief   would   be   imposed   against   the
     indemnified party; and

               (iii)        the    indemnifying   party   admits    in
     writing   that  it  is  liable  to  indemnify  the  other   party
     to   this  Agreement  for  all  costs  and  expenses  related  to
     the third party claim.

After   written   notice   by   the   indemnifying   party   to    the
indemnified   party  of  its  election  to  assume  control   of   the
defense  of  any  such  action,  the  indemnifying  party  shall   not
be   liable  to  such  indemnified  party  hereunder  for  any   legal
fees   or   expenses   subsequently  incurred  by   such   indemnified
party   in   connection   with   the  defense   thereof   other   than
reasonable    costs    of   investigation.    If   the    indemnifying
party   does   not   assume  sole  control   over   the   defense   or
settlement    of   such   claim   as   provided   in   this    Section
10.2(d),   the   indemnified   party   shall   have   the   right   to
defend   and  settle  the  claim  in  such  manner  as  it  may   deem
appropriate   at   the   cost   and  expense   of   the   indemnifying
party,    and    the   indemnifying   party   shall   reimburse    the
indemnified   party   therefor  in  accordance   with   this   Section
10.2.

          (e)    In  any  event  involving  the  claim  of  any  third
party,   the  indemnified  party  shall  cooperate  fully   with   the
indemnifying   party  in  the  defense  of  any   such   claim   under
this   Section   10.2.   Without  limiting  the  generality   of   the
foregoing,     the    indemnified    party    shall    furnish     the
indemnifying   party   with  such  documentary   or   other   evidence
as   is  then  in  its  possession  as  may  reasonably  be  requested
by   the   indemnifying   party   for   the   purpose   of   defending
against any such claim.

          (f)     In   the   event   that   the   indemnifying   party
shall    be    obligated   to   indemnify   the   indemnified    party
pursuant   to  this  Section  10.2,  the  indemnifying  party   shall,
upon   payment  of  such  indemnity,  be  subrogated  to  all   rights
of   the   indemnified  party  with  respect  to   claims   to   which
such indemnification relates.
ARTICLE XI

                       Miscellaneous

     XI.1 Termination of Agreement.

          (a)    This   Agreement  may  be  terminated  by  the   Belo
Entities   or  Scripps  at  any  time  on  or  prior  to   the   First
Closing Date:

               (i)    by   the   mutual   consent   of   the   parties
     hereto;

               (ii)   by   any   party   hereto   if   the   FCC   has
     denied   the   approvals  contemplated  by  this   Agreement   in
     an order which has become Final;

               (iii)       by  the  Belo  Entities  if  any   of   the
     conditions   set  forth  in  Article  VII  to  be  satisfied   by
     the   First  Closing  Date  shall  not  have  been  met   on   or
     prior   to  February  28,  1998,  and  by  Scripps  if   any   of
     the    conditions   set   forth   in   Article   VIII    to    be
     satisfied  by  the  First  Closing  Date  shall  not  have   been
     met   on   or   prior  to  February  28,  1998,  and  shall   not
     have   been   waived   by   the   Belo   Entities   or   Scripps,
     respectively,   by   such   date,  and  the   terminating   party
     is    not    in   breach   of   any   of   its   representations,
     warranties,   covenants   or   agreements   contained   in   this
     Agreement in any material respect;

                  (iv)       by   any  party  hereto   if   the   TVFN
     Interests,   or  any  part  thereof,  are  transferred   to   any
     party   pursuant  to  the  provisions  of  Article  IX   of   the
     TVFN Partnership Agreement; or

               (v)    by   any  party  hereto  if  the  First  Closing
     has   not   occurred  by  February  28,  1998,  and   the   party
     seeking   to   terminate  this  Agreement  is  not   in   default
     in    any    material   way   in   the   performance    of    its
     obligations under this Agreement.

          (b)    This   Agreement  may  be  terminated  by  the   Belo
Entities  or  Scripps  at  any  time  after  the  First  Closing  Date
and  prior to the Second Closing Date;

               (i)    by   the   mutual   consent   of   the   parties
hereto;

               (ii)   by   the   Belo   Entities   if   any   of   the
conditions  set  forth  in  Article  VII  to  be  satisfied   by   the
Second  Closing  Date  shall  not  have  been  met  on  or  prior   to
April  30,  1998,  and  by  Scripps  if  any  of  the  conditions  set
forth   in  Article  VIII  to  be  satisfied  by  the  Second  Closing
Date  shall  not  have  been  met on  or  prior  to  April  30,  1998,
and   shall   not   have  been  waived  by  the   Belo   Entities   or
Scripps,   respectively,   by   such   date,   and   the   terminating
party   is   not   in   breach   of  any   of   its   representations,
warranties,    covenants    or   agreements    contained    in    this
Agreement   in   any   material  respect;  provided,   however,   that
if   the   Belo   Entities  terminate  this  Agreement   pursuant   to
the   provisions  of  this  Section  11.1(b)(ii)  as   a   result   of
the   failure  of  the  condition  set  forth  in  Section   7.10   or
Section   7.11   or   Scripps  terminates  this   Agreement   pursuant
to  the  provisions  of  this  Section  11.1(b)(ii)  as  a  result  of
the  failure  of  the  condition  set  forth  in  Section  8.8,  then,
in   any   event,  (A)  Scripps  shall  purchase  the  TVFN  Interests
for   $125,000,000   pursuant  to  the  applicable   terms   of   this
Agreement,   (B)   Belo   Sub   shall  promptly   transfer   back   to
Scripps   those  KENS  Assets  previously  transferred  to  Belo   Sub
(as   assignee  of  PJPI  and  Colony),  (C)  Scripps  shall  promptly
transfer   back  to  the  Belo  Entities  the  amount  of   the   Belo
Cash   Consideration   previously  paid  to  Scripps   and   (D)   the
LMA shall terminate in accordance with its terms; and
(iii)       by   any   party  hereto  if   the   Second
Closing   has  not  occurred  by  April  30,  1998,  and   the   party
seeking  to  terminate  this  Agreement  is  not  in  default  in  any
material   way   in   the   performance  of  its   obligations   under
this   Agreement;  provided,  however,  that  if  the  Belo   Entities
terminate   this  Agreement  pursuant  to  the  provisions   of   this
Section   11.1(b)(iii),  then,  in  any  event,  (A)   Scripps   shall
purchase  the  TVFN  Interests  for  $125,000,000  pursuant   to   the
applicable   terms   of   this   Agreement,   (B)   Belo   Sub   shall
promptly    transfer    back   to   Scripps    those    KENS    Assets
previously  transferred  to  Belo  Sub  (as  assignee  of   PJPI   and
Colony),   (C)   Scripps   shall  promptly  transfer   back   to   the
Belo   Entities   the   amount   of  the   Belo   Cash   Consideration
previously   paid   to  Scripps  and  (D)  the  LMA  shall   terminate
in accordance with its terms.

A    termination   pursuant   to   this   Section   11.1   shall   not
relieve  any  party  of  liability  it  would  otherwise  have  for  a
breach of this Agreement.

     XI.2   KENS   Option.   Notwithstanding  anything   else   herein
to   the   contrary,  the  parties  hereto  agree  as   follows   with
respect to the KENS Assets:

          (a)     If    Scripps   or   any   affiliate   of    Scripps
acquires   any  of  the  TVFN  Interests  at  any  time   during   the
period   ending   on   September  30,  1998  (the  "Option   Period"),
directly   or   indirectly   from   whomsoever   owns   or   possesses
such    interests   at   such   time,   and   such   interests    were
transferred   by   PJPI   and/or   Colony   as   a   result   of   the
exercise   of   rights  of  refusal  by  a  partner  or  partners   in
either   CPMCO  or  TVFN  pursuant  to  the  Partnership   Agreements,
then   the  Belo  Entities  shall  have  the  right  to  acquire   the
KENS   Assets   from   Scripps   for   (i)   cash   consideration   of
$200,000,000,   plus   (ii)   the  assumption   of   all   liabilities
and    obligations   (accrued,   absolute,   contingent,   undisclosed
or   otherwise)  which  are  primarily  related  to  or  have   arisen
or   will  arise  from  the  KENS  Assets  as  of  the  date  of   the
closing  of  such  transaction,  plus  or  minus,  as  the  case   may
be,  (iii)  the  net  working  capital  related  to  the  KENS  Assets
as    of    the    date   of   the   closing   of   such   transaction
(determined   in   accordance   with   Section   1.7)    (the    "KENS
Option").

          (b)     Scripps    shall   promptly    deliver    to    Belo
Holdings   written   notice   of   its   acquisition   of   the   TVFN
Interests   during  the  Option  Period.   Belo  Holdings   shall   be
required   to   deliver  written  notice  of  its  exercise   of   the
KENS   Option   within  60  days  of  its  receipt  of   such   notice
from   Scripps.    Failure   of   Belo  Holdings   to   deliver   such
notice  within  such  60  days  shall  result  in  the  expiration  of
the KENS Option.

          (c)    The   closing   of   the   exercise   of   the   KENS
Option   shall   occur  not  less  than  five  nor   more   than   ten
business   days  after  the  satisfaction  or  waiver  of   the   last
of    the    conditions   required   to   be   satisfied   or   waived
pursuant   to  this  Section  11.2.   The  closing  shall   occur   at
such   time  and  place  as  is  mutually  agreed  upon  between   the
parties.     The   Belo   Entities   obligations   to    close    such
transaction   shall   be   subject   to   the   fulfillment   of   the
conditions  contemplated  by  Sections  7.2,  7.3,  7.5,   7.6,   7.7,
7.9,  7.10  and  7.11  of  this Agreement on  or  prior  to  the  date
of   such   closing,  which  such  conditions  shall  be   deemed   to
survive   the   termination   of  this  Agreement   solely   for   the
purposes   of   effectuating  the  exercise  of   the   KENS   Option.
Scripps    obligations   to   close   such   transaction   shall    be
subject   to  the  fulfillment  of  the  conditions  contemplated   by
Sections  8.2,  8.4,  8.5,  8.6  and  8.8  of  this  Agreement  on  or
prior   to   the   date  of  such  closing,  which   such   conditions
shall   be  deemed  to  survive  the  termination  of  this  Agreement
solely   for  the  purposes  of  effectuating  the  exercise  of   the
KENS   Option.    The  Belo  Entities  obligations   to   close   such
transaction  shall  also  be  subject  to  the  condition  that   each
of   the   representations  and  warranties   of   Scripps   contained
in   this  Agreement  shall  be  true  and  correct  in  all  material
respects as of the date of the closing of such transaction.

          (d)     Each   party   agrees   to   be   bound    by    the
provisions   of   Sections  6.1,  6.2,  6.3,  6.4,  6.6,   6.8,   6.9,
6.10,   6.11,  and  6.15  of  this  Agreement,  which  shall   survive
the  termination  of  this  Agreement  solely  for  the  purposes   of
effectuating the exercise of the KENS Option.
(e)   During  the  Option  Period,  Scripps   shall   use
its   commercially   reasonable  best  efforts  to   (i)   cause   the
business  related  to  the  KENS  Assets  to  be  conducted   in   the
usual,    regular   and   ordinary   course   consistent   with    its
practices   at   its  other  television  and  radio   stations,   (ii)
preserve    intact    in   all   material   respects    the    present
business   organization  related  to  the  KENS  Assets,   and   (iii)
keep   available,  consistent  with  the  practices   at   its   other
television   and  radio  stations,  the  services  of   the   officers
and   key  employees  and  preserve  in  all  material  respects   the
relationships   with   customers,   suppliers   and   others    having
business   dealings   related   to   the   KENS   Assets,   it   being
understood,   however,  that  the  failure  of  any   KENS   Employees
to   remain  employees  of  Scripps  or  become  employees   of   Belo
Holdings   or   any   Subsidiary   of   Belo   Holdings   shall    not
constitute a breach of this covenant.

     The   provisions   of  this  Section  11.2  shall   survive   the
termination     of    this    Agreement    pursuant     to     Section
11.1(a)(iv).

     XI.3    Liabilities   Upon   Termination.    Except    for    the
obligations   contained  in  Sections  11.1(c),  11.2,   11.6,   11.13
and   11.15  hereof  which  shall  survive  any  termination  of  this
Agreement,   upon   the   termination  of  this   Agreement   pursuant
to    Section   11.1   hereof,   this   Agreement   shall    forthwith
become   null  and  void,  and  no  party  hereto  or   any   of   its
officers,    directors,    employees,    agents,    consultants     or
stockholders,    shall    have    any    rights,    liabilities     or
obligations    hereunder   or   with   respect    hereto;    provided,
however,   that   nothing   contained   herein   shall   relieve   any
party   from   liability  for  any  breach  or   inaccuracy   of   any
representation   or   warranty  contained  herein   or   any   failure
to comply with any covenant or agreement contained herein.

     XI.4    Assignments.    No   party   hereto   may    assign    or
delegate   any   of   its   duties  hereunder  without   the   written
consent    of   the   other   parties,   and   any   such    attempted
assignment  or  delegation  without  such  consent  shall   be   void,
except   that   (a)  the  Belo  Entities  may,  without  the   consent
of   Scripps,  assign  their  rights  under  this  Agreement   to   an
entity   controlled  by  A.H.  Belo  Corporation   and   (b)   Scripps
may,   without   the  consent  of  the  Belo  Entities,   assign   its
rights   under   this   Agreement   to   an   entity   controlled   by
Scripps.

     XI.5   Further   Assurances.   From  time  to  time   prior   to,
at   and   after   the   Closing  Dates,  each   party   hereto   will
execute   all   such  instruments  and  take  all  such   actions   as
any   other   party  shall  reasonably  request  in  connection   with
carrying   out   and  effectuating  the  intent  and  purpose   hereof
and    all    transactions   and   things   contemplated    by    this
Agreement,   including,   without  limitation,   the   execution   and
delivery   of   any   and  all  confirmatory  and  other   instruments
in   addition  to  those  to  be  delivered  on  the  Closing   Dates,
and  any  and  all  actions  which  may  reasonably  be  necessary  or
desirable to complete the transactions contemplated hereby.

     XI.6    Public    Announcement.    Prior   to   either    Closing
Date,   no   party  shall,  without  the  approval  of   the   others,
make    any    press    release   or   other    public    announcement
concerning   the   transactions  contemplated   by   this   Agreement,
except   as   and  to  the  extent  that  such  party  shall   be   so
obligated   by   law,   in   which  case   such   party   shall   give
advance   notice   to  the  other  parties  and  the   parties   shall
use   all   reasonable   efforts  to  cause   a   mutually   agreeable
release or announcement to be issued.
XI.7     Notices.      Notices    and    other     communications
provided  for  herein  shall  be  in  writing  (which  shall   include
notice   by   telex   or   facsimile  transmission)   and   shall   be
delivered   or   mailed   (or  if  by  telex,  graphic   scanning   or
other    facsimile   communications   equipment   of    the    sending
party   hereto,   delivered   by   such   equipment),   addressed   as
follows:

     If to Belo:

          Belo Holdings, Inc.
          400 South Record Street
          Dallas, Texas 75202
          Telecopy No.: (214) 977-8209

          Attention:  General Counsel

     with a copy to:

          Jenkens & Gilchrist, a Professional Corporation
          1445 Ross Avenue, Suite 3200
          Dallas, Texas  75202-2799
          Telecopy No.: (214) 855-4300

          Attention: Gregory J. Schmitt, Esq.

     If to Scripps:

          The E. W. Scripps Company
          312 Walnut Street, 28th Floor
          Cincinnati, Ohio 45202
          Telecopy No. (513) 977-3024

          Attn:     M. Denise Kuprionis, Secretary

     with a copy to

          Baker & Hostetler LLP
          312 Walnut Street, Suite 2650
          Cincinnati, Ohio 45202
          Telecopy No. 513-929-0303

          Attn:     William Appleton, Esq.

or   to  such  other  address  as  a  party  may  from  time  to  time
designate   in   writing  in  accordance  with  this   Section.    All
notices   and   other  communications  given  to  any   party   hereto
in   accordance  with  the  provisions  of  this  Agreement  shall  be
deemed to have been given on the date of receipt.

     XI.8   Captions.    The   captions  of  Articles   and   Sections
of   this   Agreement  are  for  convenience  only   and   shall   not
control  or  affect  the  meaning  or  construction  of  any  of   the
provisions of this Agreement.

     XI.9   Law   Governing.   This  Agreement   shall   be   governed
by,   construed,  and  enforced  in  accordance  with  the   laws   of
the   State  of  Texas  without  regard  to  its  conflicts  of   laws
principles.
XI.10       Waiver   of   Provisions.   The   terms,   covenants,
representations,   warranties  and  conditions   of   this   Agreement
may   be   amended,   modified   or   waived   only   by   a   written
instrument  executed  by  the  party  sought  to  be  bound   thereby.
The   failure  of  any  party  at  any  time  or  times   to   require
performance   of  any  provision  of  this  Agreement  shall   in   no
manner   affect  the  right  of  such  party  at  a  later   date   to
enforce   the  same.   No  waiver  by  any  party  of  any   condition
or     the     breach    of    any    provision,    term,    covenant,
representation    or   warranty   contained   in    this    Agreement,
whether   by   conduct   or   otherwise,   in   any   one   or    more
instances  shall  be  deemed  to  be or  construed  as  a  further  or
continuing  waiver  of  any  such  condition  or  of  the  breach   of
any    other    provision,   term,   covenant,    representation    or
warranty of this Agreement.

     XI.11       Counterparts.   This  Agreement   may   be   executed
in   several   counterparts,   and  all   counterparts   so   executed
shall    constitute   one   agreement,   binding   on   the    parties
hereto,   notwithstanding   that  the  parties   are   not   signatory
to the same counterpart.

     XI.12        Entire   Agreement.    This   Agreement,   including
the   Schedules   and   Exhibits  hereto,   constitutes   the   entire
Agreement   between  the  parties  and  supersedes  and  cancels   any
and   all  prior  agreement  between  them  relating  to  the  subject
matter hereof.

     XI.13       Confidentiality.    All   information   provided   to
any   party  hereto  or  its  representatives  by  or  on  behalf   of
any   party  hereto  or  its  affiliates  before  or  after  the  date
of   this   Agreement  and  prior  to  the  First  or  Second  Closing
Date,   as   the  case  may  be,  concerning  the  business,   assets,
liabilities   and  operations  of  KENS,  CPMCO  or  TVFN   shall   be
governed     by    the    Confidentiality    Agreements,    heretofore
executed by certain of the parties hereto.

     XI.14       Brokers   or   Finders.    Each   party   agrees   to
indemnify   and  hold  the  other  harmless  from  and   against   any
and   all   claims,  liabilities  or  obligations  with   respect   to
any   fees,  commissions  or  expenses  asserted  by  any  person   on
the  basis  of  any  act  or  statement  alleged  to  have  been  made
by the other party or its affiliates.

     XI.15       Specific   Performance.    In   addition   to   other
remedies   provided   herein,   if   a   party   defaults    in    the
performance   of   its   obligations   under   this   Agreement    and
fails   to   complete   the  transactions  contemplated   hereby,   as
and  when  herein  set  forth,  and  the  other  party  shall  not  be
in   material  default,  such  party  shall  be  entitled   to   apply
for   and   obtain   specific   performance,   which   shall   be   in
addition   to  any  and  all  other  rights  and  remedies   available
to   such   party   at   law  or  in  equity.    Each   party   hereby
acknowledges   that   monetary  damages  alone   would   not   be   an
adequate  compensation  to  the  other  party,  and  agrees  that   if
any   action   is   brought   seeking   specific   performance,   each
party   shall   waive   the  defense  that  there   is   an   adequate
remedy at law.

     XI.16       No   Third   Party  Beneficiaries.   This   Agreement
is   not   intended  to  confer  upon  any  person  other   than   the
parties   hereto   and   their  respective  successors   and   assigns
any rights or remedies hereunder.

     XI.17       Waiver.    The  Belo  Entities  shall   cause   CPMCO
and   TVFN  to  waive  all  rights  that  each  of  such  partnerships
has   under  Article  IX  of  the  TVFN  Partnership  Agreement   with
respect to the transactions contemplated hereby.
XI.18     Certain Definitions.

          (a)    "Code"   means   the   Internal   Revenue   Code   of
1986, as amended.

          (b)       "Partnership     Agreements"      shall      mean,
collectively,   the  Cable  Program  Management  Co.,   G.P.   Amended
and   Restated  Agreement  of  General  Partnership,   dated   as   of
February   18,   1994,  and  the  Agreement  of  General   Partnership
of   Television   Food  Network,  G.P.,  dated  as   of   August   16,
1993, both as amended.

          (c)    "Sublease   Agreement"  shall   mean   that   certain
Sublease   Agreement,  dated  as  of  March  1,  1994   between   Belo
Holdings, Inc. and Television Food Network, G.P.

          (d)    "Subsidiary"  shall  mean,  with   respect   to   any
party,    any    corporation    or   other    organization,    whether
incorporated   or  unincorporated,  of  which  (i)   such   party   or
any   other   Subsidiary  of  such  partner  is  a   general   partner
(excluding   partnerships   the  general  partnership   interests   of
which  held  by  such  party  and any  Subsidiary  of  such  party  do
not    have   a   majority   of   the   voting   interest   in    such
partnership)  or  (ii)  securities  or  other  interests   having   by
their   terms  a  majority  of  the  outstanding  voting  power   with
respect    to    such   corporation   or   other   organization    are
directly   or  indirectly  owned  or  controlled  by  such  party   or
by  any  one  or  more  of its Subsidiaries,  or  by  such  party  and
one or more of its Subsidiaries.

          (e)    "Transponder  Lease  Agreement"   shall   mean   that
certain   Transponder  Lease  Agreement,  dated  as  of   January   7,
1994,    between    Hughes    Communications    Galaxy,    Inc.    and
Providence Journal Company.
IN    WITNESS    WHEREOF,   the   parties   have   caused    this
Agreement   to   be   duly   executed   by   their   duly   authorized
officers, all as of the day and year first above written.

                              BELO HOLDINGS, INC.

                              By:
                              Name:
                              Title:

                              COLONY CABLE NETWORKS, INC.

                              By:
                              Name:
                              Title:

                              PJ PROGRAMMING, INC.

                              By:
                              Name:
                              Title:

                              BHI SUB, INC.

                              By:
                              Name:
                              Title:

                              THE E.W. SCRIPPS COMPANY

                              By:
                              Name:
                              Title: