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) December 28, 1995

                      Commission File Number 1-16914
                                     
                         THE E.W. SCRIPPS COMPANY
          (Exact name of registrant as specified in its charter)
                                     
                                     
                                     
                                     
   Delaware                                         51-0304972
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification Number)

1105 N. Market Street
Wilmington, Delaware                                     19801
(Address of principal executive offices)               (Zip Code)

    Registrant's telephone number, including area code:  (302) 478-4141

                                 Not Applicable
(Former name, former address and former fiscal year, if changed since last
                                 report.)
                                     
<PAGE>
                                     



                    INDEX TO THE E. W. SCRIPPS COMPANY
                                     
                 REPORT ON FORM 8-K DATED DECEMBER 28, 1995
                                     
                                     

Item No.                                                      Page


  5       Other Events

          (A)  Description of the Transactions                   3

          (B)  Litigation Regarding the Transactions             3

          (C)  Description of Scripps and New Scripps            4

          (D)  Description of Scripps Cable                     64

          (E)  Financial Statements and Financial Information   86

          (F)  Signatures                                       86

  7       Financial Statements and Exhibits

          (A)  Index to Financial Statements and 
               Financial Information                         F - 1

          (B)  Index to Pro Forma Financial Information      P - 1

          (C)  Index to Exhibits                             E - 1

<PAGE>

                  DESCRIPTION OF THE TRANSACTIONS

On October 28, 1995, The E.W. Scripps Company ("Scripps") and Comcast
Corporation ("Comcast") reached an agreement pursuant to which Scripps will
contribute all of its non-cable television assets to Scripps Howard, Inc.
("SHI" - a wholly-owned subsidiary of Scripps and the direct or indirect
parent of all of Scripps' operations) and SHI's cable television system
subsidiaries ("Scripps Cable") will be transferred to and held directly by
Scripps.  Scripps Cable will then be acquired by Comcast through a tax-free
merger (the "Merger") with Scripps.  The remaining SHI business will
continue as "New Scripps", which will be distributed in a tax-free "spin-
off" to Scripps shareholders (the "Spin-Off") and thereafter renamed The
E.W. Scripps Company.  As a condition of the Merger Scripps has agreed to
retire or defease its $61 million aggregate principal amount 7.375% notes
due in 1998 ("Defeasance").  The Merger, Spin-off and Defeasance are
collectively referred to as the "Transactions."   Upon completion of the
Transactions the separate existence of Scripps will cease.

The total value in Comcast shares that Scripps shareholders are expected to
receive is $1.575 billion, subject to certain closing adjustments.  Scripps
shareholders will also receive one New Scripps Common Voting Share for each
share of Scripps Common Voting Stock held and one New Scripps Class A
Common Share for  each share of Scripps Class A Common Stock held.

Scripps' historical basis in its assets and liabilities will be carried
over to New Scripps. The transactions will be recorded as a reverse-spin
transaction, accordingly New Scripps' results of operations for periods 
prior to the consummation of the Transactions will represent the historical
results previously reported by Scripps.  Because Scripps Cable represents
an entire business segment that will be divested, its results will be
reported as "discontinued operations" for all periods presented.  Results
of the remaining business segments, including results for divested
operating units within these segments through their dates of sale, will be
reported as "continuing operations."  Management of New Scripps intends to
maintain the dividend payment policy of Scripps.  Future dividends will be
subject to New Scripps' earnings, financial condition, and capital
requirements.

The closing date of the Transactions is expected to be in the latter part
of 1996, subject to regulatory approvals and certain other conditions.
Controlling shareholders in Scripps and Comcast have agreed to vote in
favor of the Merger.  Upon completion of the Transactions New Scripps
expects to record a gain of approximately $1.2 billion and a distribution
to shareholders of approximately $1.58 billion.


                    LITIGATION REGARDING THE TRANSACTIONS
                                     
On October 30, 1995, three purported class actions on behalf of Scripps
stockholders were filed in the Court of Chancery, New Castle County, State
of Delaware with respect to the proposed transactions:  Steven J. Gutter v.
Daniel J. Meyer, et al., Case No. 14650; David Shaev v. Lawrence A. Leser,
et al., Case No. 14653 and Jack Shanfield v. Lawrence A. Leser, et al.,
Case No. 14655.  These actions are expected to be consolidated and are
collectively referred to herein as the "Stockholders' Litigation".

The Scripps Stockholders' Litigation challenges the terms of the proposed
transactions by Scripps and certain of its directors.  The Scripps
Stockholders' Litigation alleges that the defendants breached their
fiduciary duties to the stockholders of Scripps with respect to the
proposed transactions because they failed to obtain the best price for the
disposition of the cable assets and have failed to maximize shareholder
value.  The Scripps Stockholders' Litigation further claims, among other
things, that the defendants breached their fiduciary duties to the Scripps
stockholders by entering into the transactions to benefit The Scripps
Trust and Scripps family members contrary to the best interests of the 
other stockholders of Scripps.

The Scripps Stockholders' Litigation seeks to have the Merger enjoined or,
if the Merger is consummated, to have it rescinded and to recover
unspecified amounts of damages, fees, and expenses.  In addition, the
actions seek an order to have a Scripps stockholders' committee consisting
of purported class members to participate in the review of any transaction
relating to the disposition of the Scripps cable television business.

The defendants named in the Scripps Stockholders' Litigation deny the
material allegations asserted against them.  It is the defendants'
intention to defend vigorously the Scripps Stockholders' Litigation.
Defendants are unable to evaluate the likelihood of the outcome, favorable
or unfavorable, or to estimate the amount or range of potential loss, if
any.

<PAGE>

                    DESCRIPTION OF SCRIPPS AND NEW SCRIPPS

                                   BUSINESS

If the Transactions are consummated, the newspaper, broadcasting and
entertainment businesses of Scripps will continue to be operated by New
Scripps, which is a wholly owned subsidiary of Scripps and the direct or
indirect parent of all of Scripps' newspaper, broadcasting and
entertainment businesses.  Accordingly, the discussions set forth below of
the Scripps newspaper, broadcasting and entertainment business also serves
as a discussion of the New Scripps businesses.

Scripps publishes daily newspapers in fifteen markets, operates local
television stations in nine markets, and its entertainment division
primarily produces television programming and licenses comic characters.

                                    Newspapers

General - Scripps publishes daily newspapers in fifteen markets.  From its
Washington bureau Scripps operates the Scripps Howard News Service, a
supplemental wire service covering stories in the capital, other parts of
the United States, and abroad.

Scripps acquired or divested the following newspaper operations between
January 1, 1990 and September 30, 1995:

1995 - Divested the Watsonville, California, daily newspaper.

1993 - Acquired the remaining 2.7% minority interest in the Knoxville News-
Sentinel.  Divested the Tulare, California, and San Juan, Puerto Rico
newspapers.

1992 - Acquired three daily newspapers in California (including The
Monterey County Herald in connection with the sale of The Pittsburgh
Press).  Divested The Pittsburgh Press.

<PAGE>

Revenues - The composition of Scripps's newspaper operating revenues for
the nine months ended September 30, 1995 and 1994 and for the most recent
five years is as follows:


<TABLE>
<CAPTION>
( in thousands )                                                                                                                  
                                                                                                                                  
                                                    For the nine months                              For the years ended
                                                    ended September 30,                                December 31,    
                                                    1995          1994       1994       1993         1992        1991        1990
<S>                                             <C>           <C>        <C>         <C>         <C>         <C>         <C>
Newspaper advertising:                                                                                                            
     Local ROP                                  $   141,270   $ 135,328  $  190,147  $ 177,028   $ 168,286   $ 165,900   $ 175,196
     Classified ROP                                 136,146     122,272     161,835    141,994     122,081     118,641     123,537
     National ROP                                    12,014      11,653      15,595     11,999      12,094      12,438      14,814
     Preprint                                        47,576      43,956      63,103     57,304      50,720      45,729      44,502
                                                                                                                                  
Total newspaper advertising                         337,006     313,209     430,680    388,325     353,181     342,708     358,049
Circulation                                          93,192      87,173     116,117    112,393     102,679      98,126      95,306
Joint operating agency distributions                 31,732      32,064      44,151     38,647      40,018      36,647      37,394
Other                                                 6,408       5,776       8,274      8,815       8,971       7,840       7,896
                                                                                                                                  
Total                                               468,338     438,222     599,222    548,180     504,849     485,321     498,645
Divested newspapers                                     294       2,725       3,716     19,874     103,838     205,565     213,543
                                                                                                                                  
Total newspaper operating revenues              $   468,632   $ 440,947  $  602,938  $ 568,054   $ 608,687   $ 690,886   $ 712,188
</TABLE>


Scripps's newspaper operating revenues are derived primarily from
advertising and circulation.  Advertising rates and revenues vary among
Scripps's newspapers depending on circulation, type of advertising, local
market conditions, and competition.  Advertising revenues are derived from
run-of-paper ("ROP") advertisements included with news stories in the body
of the newspaper and from preprinted advertisements that are generally
produced by advertisers and inserted into the newspaper.

ROP is further broken down among "local," "classified," and "national"
advertising.  Local refers to advertising that is not in the classified
advertising section and is purchased by in-market advertisers.  Classified
refers to advertising in the section of the newspaper that is grouped by
type of advertising, e.g., automotive and help wanted.  National refers to
advertising purchased by businesses that operate beyond the local market
and purchase advertising from many newspapers, primarily through
advertising agencies.  ROP advertisements are generally more profitable to
Scripps than preprinted advertisements.

Advertising revenues vary through the year, with the first and third
quarters generally having lower revenues than the second and fourth
quarters.  Advertising rates and volume are highest on Sundays, primarily
because circulation and readership is greatest on Sundays.

Advertising information for Scripps' newspapers is as follows:

<TABLE>
<CAPTION>
( in thousands )                                                                                                                  
                                                    For the nine months                          For the years ended
                                                    ended September 30,                            December 31,
                                                    1995          1994       1994       1993         1992        1991        1990
<S>                                                  <C>         <C>         <C>        <C>         <C>         <C>         <C>
Newspaper advertising inches:                                                                                                     
     Local                                            4,883       4,955       7,180      6,618       7,016       6,915       7,686
     Classified                                       8,119       7,893      10,889      9,750       8,817       8,280       8,680
     National                                           242         235         358        283         311         363         410
                                                                                                                                  
Total full-run advertising inches                    13,244      13,083      18,427     16,651      16,144      15,558      16,776
</TABLE>
<PAGE>


Circulation revenues are derived from home delivery sales of newspapers to
subscribers and from single-copy sales made through retail outlets and
vending machines.  Circulation information for Scripps' newspapers is as
follows:

<TABLE>
<CAPTION>
( in thousands ) (1)                               Morning                                                                        
                                                     (M)
                  Newspaper                        Evening        1995       1994       1993         1992        1991        1990
                                                     (E)
            Daily Paid Circulation                                                                                             
<S>                                               <C>           <C>         <C>        <C>         <C>         <C>         <C>
Albuquerque (NM) Tribune (2)                          E            30.0        32.4       34.7        35.5        38.6        40.1
Birmingham (AL) Post-Herald (2)                     M (3)          58.2        59.6       60.1        61.9        60.6        62.0
Bremerton (WA) Sun                                    E            35.9        38.2       39.6        38.6        40.4        41.2
Cincinnati (OH) Post (2)                            E (6)          87.4        90.9       95.1        98.5       100.9       104.3
Denver (CO) Rocky Mountain News                       M           331.0       344.9      342.9       356.9       355.9       352.0
El Paso (TX) Herald Post (2)                          E            22.3        23.7       25.2        27.6        28.3        28.2
Evansville (IN) Courier (2)                           M            61.8        62.8       64.3        63.9        62.8        63.2
Knoxville (TN) News-Sentinel                          M           124.9       127.9      123.9       126.0       103.9       104.2
Memphis (TN) Commercial Appeal                        M           190.2       198.0      196.2       191.8       194.9       210.5
Monterey County (CA) Herald                         M (5)          34.7        35.3       34.3        36.7        35.3        35.6
Naples (FL) Daily News                                M            47.8        45.2       44.1        42.0        39.8        36.7
Redding (CA) Record-Searchlight                       E            37.7        37.1       38.4        38.6        40.6        40.4
San Luis Obispo (CA)                                                                                                              
     Telegram-Tribune                                 E            32.2        32.2       32.5        31.5        32.5        32.3
Stuart (FL) News                                      M            36.3        34.7       33.1        30.9        29.7        29.4
Ventura County (CA)                               M (4),(7)        96.3       102.9       99.6        97.8        98.9        99.6
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
Total Daily Circulation                                         1,226.7     1,265.8    1,264.0     1,278.2     1,263.1     1,279.7
                                                                                                                                  


           Sunday Paid Circulation                                                                                                
Bremerton (WA) Sun                                                 39.6        40.5       40.7        39.5                        
Denver (CO) Rocky Mountain News                                   436.1       447.2      453.3       430.1       425.4       407.9
Evansville (IN) Courier                                           114.0       116.4      118.6       118.1       117.7       116.9
Knoxville (TN) News-Sentinel                                      174.8       177.9      183.5       182.9       174.9       171.9
Memphis (TN) Commercial Appeal                                    269.4       279.9      279.5       282.3       282.4       288.8
Monterey County (CA) Herald                          (5)           38.1        39.1       35.1        38.2        37.3        37.2
Naples (FL) Daily News                                             61.4        58.4       57.4        54.8        51.7        48.5
Redding (CA) Record-Searchlight                                    39.9        40.3       40.7        40.9        40.0        39.3
Stuart (FL) News                                                   44.4        43.1       40.6        37.5        35.4        34.7
Ventura County (CA)                                  (7)          104.0       108.8      106.2       105.4       107.2       107.8
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
Total Sunday Circulation                                        1,321.7     1,351.6    1,355.6     1,329.7     1,272.0     1,253.0
                                                                                                                                  
 (1) Based on Audit Bureau of Circulation                                                                                         
Publisher's Statements ("Statements") for the
six-month periods ending September 30, except
figures for the Naples Daily News and the Stuart
News which are from the Statements for the
twelve-month periods ending September 30.
                                                                                                                                  
(2) This newspaper is published under a JOA                                                                                       
with another newspaper in its market.  See
"Joint Operating Agencies."
                                                                                                                                  
(3) Will move to evening distribution in 2000.                                                                                    
                                                                                                                                  
(4) Ventura County edition moved from evening                                                                                     
to morning distribution in March 1990.
Thousand Oaks and Simi Valley editions moved
to morning distribution in January 1995.  (see
(7)).
                                                                                                                                  
(5) Acquired in 1992.                                                                                                             
                                                                                                                                  
(6) Includes circulation of The Kentucky Post.                                                                                    
                                                                                                                                  
(7) Prior year amounts have been restated.                                                                                        
Ventura County, Thousand Oaks, and Simi Valley
Star are now reported as separate editions of
a single newspaper.
</TABLE>

Joint operating agency distributions represent Scripps' share of profits of
newspapers managed by the other party to a joint operating agency (see
"Joint Operating Agencies").  Other newspaper operating revenues include
commercial printing.

<PAGE>

Joint Operating Agencies - Scripps is currently a party to newspaper joint
operating agencies ("JOAs") in five markets.  A JOA combines all but the
editorial operations of two competing newspapers in a market in order to
reduce aggregate expenses and take advantage of economies of scale, thereby
allowing the continuing operation of both newspapers in that market.  The
Newspaper Preservation Act of 1970 ("NPA") provides a limited exemption
from anti-trust laws, generally permitting the continuance of JOAs in
existence prior to the enactment of the NPA and the formation, under
certain circumstances, of new JOAs between newspapers.  Except for Scripps'
JOA in Cincinnati, all of Scripps' JOAs were entered into prior to the
enactment of the NPA.  From time to time the legality of pre-NPA JOAs has
been challenged on anti-trust grounds but no such challenge has yet
succeeded in the courts.

JOA revenues less JOA expenses, as defined in each JOA, equals JOA profits,
which are split between the parties to the JOA.  In each case JOA expenses
exclude editorial expenses.  Scripps manages the JOA in Evansville and
receives approximately 80% of JOA profits.  Each of the other four JOAs are
managed by the other party to the JOA.  Scripps receives approximately 20%
to 40% of JOA profits for those JOAs.

The table below provides certain information about Scripps' JOAs.

                                                         Year JOA   Year of
                               Publisher of               Entered     JOA
  Newspaper                   of Other Newspaper           Into     Expiration
 Managed by Scripps:
  The Evansville Courier       Hartmann Publications        1938       1998
 Managed by Other Publisher:
  The Albuquerque Tribune      Journal Publishing Company   1933       2022
  Birmingham Post-Herald       Newhouse Newspapers          1950       2015
  The Cincinnati Post          Gannett Newspapers           1977       2007
  El Paso Herald Post          Gannett Newspapers           1936       2015
  
The JOAs generally provide for automatic renewal terms of ten years unless
an advance notice of termination ranging from two to five years is given by
either party.  Scripps has notified Hartmann Publications of its intent to
terminate the Evansville JOA.

Competition - Scripps' newspapers compete for advertising revenues
primarily with other local media, including other local newspapers,
television and radio stations, and direct mail.  Competition for
advertising revenues is based upon audience size and demographics, price,
and effectiveness.  Newspapers compete with all other information and
entertainment media for consumers' discretionary time.

All of Scripps' newspaper markets are highly competitive, particularly
Denver, the largest market in which Scripps publishes a newspaper.

Newspaper Production - Scripps' daily newspapers are printed using offset
or flexographic presses and use computer systems for writing, editing, and
composing and producing the advertising and news material printed in each
edition.

Raw Materials and Labor Costs - Scripps consumed approximately 142,000
metric tons of newsprint for the nine months ended September 30, 1995, a 4%
decrease from the same period in 1994.  Scripps purchases newsprint from
various suppliers, many of which are Canadian.  Management believes that
Scripps' sources of supply of newsprint are adequate for its anticipated
needs.  Newsprint prices have risen dramatically in 1994 and 1995.  As a
result newsprint costs accounted for approximately 22% of Scripps'
newspaper operating expenses for the nine months ended September 30, 1995,
as compared to 18% in the same period of 1994.

Labor costs accounted for approximately 43% of Scripps' newspaper operating
expenses in 1995.  A substantial number of Scripps' newspaper employees are
represented by labor unions.  See "Employees."

<PAGE>

                           Broadcast Television

General - Scripps' television operations consist of nine network-affiliated
television stations.  Scripps acquired or divested the following broadcast
operations between January 1, 1990 and September 30, 1995:

  1993 - Divested radio stations and Memphis television station.
  
  1991 - Acquired Baltimore television station WMAR.
  
Revenues - The composition of Scripps' broadcasting operating revenues for
the nine months ended September 30, 1995 and 1994 and for the most recent
five years is as follows:

<TABLE>
<CAPTION>
( in thousands )                                                                                                                  
                                                   For the nine months                          For the years ended
                                                   ended September 30,                              December 31,
                                                    1995          1994       1994       1993         1992        1991        1990
<S>                                             <C>           <C>        <C>         <C>         <C>         <C>         <C>
Local advertising                               $   108,199   $ 103,124  $  142,491  $ 130,603   $ 120,148   $ 106,610   $  98,235
National advertising                                 91,090      87,768     122,668    114,558     109,204      99,459      89,110
Political advertising                                   758       5,121      14,291      1,344       8,836         665       8,292
Other                                                11,664       6,432       8,734      8,439       9,037       9,661       9,509
                                                                                                                                  
Total                                               211,711     202,445     288,184    254,944     247,225     216,395     205,146
Divested television and radio stations                                                  29,350      30,062      29,055      30,434
                                                                                                                                  
Total broadcasting operating revenues           $   211,711   $ 202,445  $  288,184  $ 284,294   $ 277,287   $ 245,450   $ 235,580
</TABLE>


Scripps' television operating revenues are derived primarily from the sale
of time to businesses for commercial messages that appear during
entertainment and news programming.  Local advertising refers to time
purchased by local businesses; national refers to regional and national
businesses; political refers to campaigns for elective office.

The first and third quarters of each year generally have lower advertising
revenues than the second and fourth quarters, due in part to higher retail
advertising during the holiday seasons and political advertising in
election years.  Advertising rates are based primarily upon the size and
demographics of the audience for each program.

<PAGE>

Information concerning Scripps' stations and the markets in which they
operate is as follows:

<TABLE>
<CAPTION>
                                                                         Current                                             
                                                   Expiration           Affiliation  Stations                                  
                                          Network    of FCC   Rank of   Agreement     in                                     
           Station and Market          Affiliation  License  Market (1)  Expires     Market (3) 1995  1994 1993  1992  1991  1990
   <S>                                    <C>       <C>          <C>       <C>        <C>        <C>   <C>  <C>   <C>   <C>   <C>
   WXYZ, Detroit, Ch. 7                     ABC       1997       9         2004        6                                        
        Average Audience Share (2)                                                               21    21   21    22    23    22
        Station Rank in Market (3)                                                                1     1    1     1     1     1
   WEWS, Cleveland, Ch. 5                   ABC       1997       13        2004       10                                        
        Average Audience Share (2)                                                               19    20   20    21    20    21
        Station Rank in Market (3)                                                                1     1    1     1     1     1
   WFTS, Tampa, Ch. 28                    ABC (6)     1997       15        2004       10                                        
        Average Audience Share (2)                                                               10     8    8     7     7     8
        Station Rank in Market (3)                                                                4     4    4     4     4     4
   KNXV, Phoenix, Ch. 15                  ABC (6)   1993 (4)     19        2004       11                                        
        Average Audience Share (2)                                                               10    10    9    10    10     8
        Station Rank in Market (3)                                                                4     4    4     4     4     5
   WMAR, Baltimore, Ch. 2 (5)             ABC (6)     1996       23        2004        6                                        
        Average Audience Share (2)                                                               15    17   19    17    21    21
        Station Rank in Market (3)                                                                3     3    2     2     1     2
   WCPO, Cincinnati, Ch. 9                CBS (7)     1997       30        1996        5                                        
        Average Audience Share (2)                                                               17    19   21    22    20    24
        Station Rank in Market (3)                                                                1     1    1     1     1     1
   KSHB, Kansas City, Ch. 41              NBC (6)     1998       31        2004        7                                        
        Average Audience Share (2)                                                               10    11   10    11     9    10
        Station Rank in Market (3)                                                                4     4    4     4     4     4
   WPTV, W. Palm Beach, Ch. 5               NBC       1997       45        2004        6                                        
        Average Audience Share (2)                                                               18    20   24    23    25    25
        Station Rank in Market (3)                                                                1     1    1     1     1     1
   KJRH, Tulsa, Ch. 2                       NBC       1998       59        2004        7                                        
        Average Audience Share (2)                                                               16    16   15    16    17    17
        Station Rank in Market (3)                                                                3     4    3     3     3     3
                                                                                                                                
All market and audience data is based on                                                                                        
November A.C. Nielsen Company survey,
except for 1995 which is based on the
May survey.
                                                                                                                                
(1)  Rank of Market represents the                                                                                              
relative size of the television market
in the United States.
(2)  Represents the number of television                                                                                        
households tuned to a specific station
Sign-On/Sign-Off, Sunday - Saturday,
as a percentage of total viewing                                                                                         
households in Area of Dominant
Influence.
(3)  Stations in Market does not include                                                                                        
public broadcasting stations, satellite
stations, or translators which
rebroadcast signals from distant stations.
Station Rank in Market is based on
Average Audience Share as described in
(2).
(4)  Scripps filed an application for                                                                                           
renewal of the FCC license on June 1,
1993 for a term to expire in 1998.
Petitions to deny or revoke this license
are pending.                                                                                         
(5)  Station purchased May 30, 1991.                                                                                            
(6)  Prior to January 1995 WFTS and KNXV                                                                                        
were FOX affiliates and WMAR was a NBC
affiliate; prior to September 1994 KSHB
was a FOX affiliate.                                                                                                         
(7)  Affiliation will change to ABC in                                                                                          
June 1996.  The ABC affiliation
agreement has a term of ten years.
</TABLE>

<PAGE>

Competition - Scripps' television stations compete for advertising revenues
primarily with other local media, including other television stations,
radio stations, newspapers, and direct mail.  Competition for advertising
revenues is based upon audience size and demographics, price, and
effectiveness.  Television stations compete for consumers' discretionary
time with all other information and entertainment media.  Continuing
technological advances will improve the capability of alternative service
providers such as traditional cable, "wireless" cable, and direct broadcast
satellite television to offer video services in competition with
terrestrial broadcasting.  The degree of competition from such service
providers and from local telephone companies which are pursuing efforts to
enter this market is expected to increase.  Scripps intends to undertake
upgrades in its services as may be permitted by the FCC to maintain its
competitive posture, and such facility upgrades may require large capital
investments.  Technological advances in interactive media services will
increase these competitive pressures.

Network Affiliation and Programming - Scripps' television stations are
affiliated with national television networks.  The networks offer a variety
of programs to affiliated stations, which have the right of first refusal
before such programming may be offered to other television stations in the
same market.  Networks compensate affiliated stations for carrying network
programming.

In addition to network programs, Scripps' television stations broadcast
locally produced programs, syndicated programs, sports events, movies, and
public service programs.  News is the focus of Scripps' locally produced
programming.  Advertising during local news programs accounts for more than
30% of a station's revenues.

Federal Regulation of Broadcasting - Television broadcasting is subject to
the jurisdiction of the Federal Communications Commission ("FCC") pursuant
to the Communications Act of 1934, as amended ("Communications Act").  The
Communications Act prohibits the operation of television broadcasting
stations except in accordance with a license issued by the FCC and empowers
the FCC to revoke, modify, and renew broadcasting licenses, approve the
transfer of control of any corporation holding such licenses, determine the
location of stations, regulate the equipment used by stations, and adopt
and enforce necessary regulations.

Television broadcast licenses are granted for a maximum of five years, and
are renewable upon application.  Application for renewal of the license for
Scripps' Phoenix station was filed in 1993 and is still pending.  A
petition to deny this renewal application, raising Equal Employment
Opportunity issues, has been filed by the League of United Latin American
Citizens ("LULAC") and is still pending.   While there can be no assurance
regarding the outcome of this petition, Scripps has never had a license
revoked, has never been denied a renewal, and all previous renewals have
been for the maximum term.

FCC regulations govern the multiple ownership of television stations and
other media.  Under the multiple ownership rule, a license for a television
station will generally not be granted or renewed if (i) the applicant
already owns, operates, or controls a television station serving
substantially the same area, or (ii) the grant of the license would result
in the applicant's owning, operating, or controlling, or having an interest
in, more than twelve television stations or in television stations whose
total national audience reach exceeds 25% of all television households.
FCC rules also generally prohibit "cross-ownership" of a television station
and daily newspaper or cable television system in the same service area.
Scripps' television station and daily newspaper in Cincinnati were owned by
Scripps at the time the cross-ownership rules were enacted and enjoy
"grandfathered" status.  These properties would become subject to the cross-
ownership rules upon their sale.  The FCC and Congress are actively
considering some relaxation of these ownership restrictions.

Under the Cable Television Consumer Protection and Competition Act of 1992
("1992 Act"), each television broadcast station gained "must-carry" rights
on any cable system defined as "local" with respect to that station.
Stations may waive their must-carry rights and instead negotiate
retransmission consent agreements with local cable companies.  Scripps'
stations have generally elected to negotiate retransmission consent
agreements with cable companies.

Management believes Scripps is in substantial compliance with all
applicable regulatory requirements.

<PAGE>

                               Entertainment

General - Scripps' Entertainment segment includes United Media, a licensor
and syndicator of news features and comics, Home & Garden Television
("HGTV"), Scripps Howard Productions ("SHP"), Cinetel Productions
("Cinetel"), an independent producer of cable television programming, and
Scripps' equity interests in The Television Food Network and SportSouth,
both cable television networks.

HGTV was launched on December 30, 1994.  Cinetel was acquired on March 31,
1994.  SHP began operations in 1993 and began selling programs in 1995.

Revenues - The composition of Scripps' entertainment revenues for the nine
months ended September 30, 1995 and 1994 and for the most recent five years
is as follows:

<TABLE>
<CAPTION>
( in thousands )                                                                                                                  
                                                    For the nine months                          For the years ended
                                                    ended September 30,                               December 31,
                                                    1995          1994       1994       1993         1992        1991        1990
<S>                                             <C>           <C>        <C>         <C>         <C>         <C>         <C>
Licensing                                       $    38,682   $  38,054  $   49,236  $  55,083   $  57,136   $  62,167   $  63,127
Syndication of comics and features                   13,613      13,545      17,998     18,814      19,013      19,827      20,689
Film and television production                        8,921       4,422       5,725     10,757      11,060       9,617       7,896
Other                                                 7,748         322         514         87                                    
                                                                                                                                  
Total entertainment operating revenues          $    68,964   $  56,343  $   73,473  $  84,741   $  87,209   $  91,611   $  91,712
</TABLE>


Scripps, under the trade name United Media, is a leading distributor of
news columns, comics, and other features for the newspaper industry.
Included among these features is "Peanuts", one of the most successful
strips in the history of comic art.  United Media sold its worldwide
"Garfield" and "US Acres" copyrights in 1994.  Film and television
production revenues prior to 1994 were primarily related to "Garfield"
television programming.

United Media owns and licenses worldwide copyrights relating to "Peanuts"
and other character properties for use on numerous products, including
plush toys, greeting cards, and apparel, for promotional purposes, and for
exhibit on television, video cassettes, and other media.  Merchandise,
literary, and exhibition licensing revenues are generally a negotiated
percentage of the licensee's sales.  Scripps generally receives a fixed fee
for the use of its copyrights for promotional and advertising purposes.
More than half of the licensing revenues are from markets outside the
United States.  Scripps generally pays a percentage of gross syndication
and licensing royalties to the creators of these properties.

HGTV features 24 hours of daily programming focusing on home repair and
remodeling, gardening, decorating, and home electronics.  While most of the
programming is transmitted by HGTV, affiliated local television stations
throughout the United States may insert local programming and
advertisements in certain time periods.  The subscriber base has been
established through a collaboration of local television stations (one per
market) and cable television systems.  Several of the largest cable
television system operators have entered into agreements to carry the new
network in exchange for permission to carry the signals of local television
stations affiliated with HGTV.

Scripps expects to invest an additional $45,000,000 in HGTV over the next
three years, including capital expenditures and pre-tax operating losses.

HGTV revenues are derived from the sale of advertising time and from fees
received from cable television and other distribution systems that carry
the network.  Such license fees are generally based on the number of
subscribers who can receive HGTV.

HGTV programming is transmitted via satellite to cable television systems.
The HGTV audience includes satellite dish owners, who can view HGTV
programming without paying a fee.

<PAGE>

Scripps established SHP to acquire, create, develop, produce, and own
programming product for domestic and international television, including
prime-time series for network and first-run syndication, movies, and
miniseries for network, cable, and pay cable television broadcast, along
with news, information, and entertainment services for the emerging
multimedia marketplace.  Cinetel produces programs for cable television,
such as Club Dance at the Whitehorse Cafe and Shadetree Mechanic.

Scripps' film and television program production revenues are derived from
the licensing of programming to broadcast and cable television networks,
the fees for which are negotiated with the networks.  License fees are
recognized as revenue when the programs are available for broadcast.  The
success of Scripps' programs is dependent upon public taste, which is
unpredictable and subject to change.  Consequently, operating revenues are
subject to substantial fluctuations.

Programs are developed and produced internally and in collaboration with a
number of independent writers, producers and creative teams under
production arrangements.  SHP generally licenses a program prior to
commencing production.  The initial license fee generally covers the cost
of production.  SHP retains the distribution rights for foreign, syndicated
television, cable television, and home video markets.

Competition - Scripps' syndication operations compete for a limited amount
of newspaper space with other distributors of news columns, comics, and
other features.  Competition is primarily based on price and popularity of
the features.  Popularity of licensed characters is a primary factor in
obtaining and renewing merchandise and promotional licenses.

Scripps' program and production operations compete with all forms of
entertainment.  In addition to competing for market share with other
entertainment companies, Scripps competes to obtain creative talents, story
properties, advertiser support and broadcast rights.  A significant number
of other companies produce and/or distribute programs and provide
programming to cable television and other system operators.  Competition is
primarily based on price, quality of the programming, and public taste.


                                 Employees

As of September 30, 1995 Scripps had approximately 6,700 full-time
employees, of whom approximately 4,800 were engaged in newspapers, 1,500 in
broadcasting, and 350 in entertainment.  Various labor unions represent
approximately 1,900 employees, primarily in newspapers.  Collective
bargaining agreements covering approximately 50% of union-represented
employees are being negotiated currently or will be negotiated in 1996.
Except for work stoppages at The Pittsburgh Press, which was sold in 1992,
Scripps has not experienced any work stoppages since March 1985.  Scripps
considers its relationship with employees to be generally satisfactory.


                                PROPERTIES

The properties used in Scripps' newspaper operations generally include
business and editorial offices and printing plants.

Scripps' television operations require offices and studios and other real
property for towers upon which broadcasting transmitters and antenna
equipment are located.  Increased capital expenditures in 1994 and 1995 are
associated with more local news programming, primarily, in Kansas City,
Phoenix, and Tampa.  Ongoing advances in the technology for delivering
video signals to the home, such as "high definition television," may, in
the future, require a high level of capital expenditures in order to
maintain competitive position.

Scripps' entertainment operations require offices and studios and other
real and personal property to deliver programming product.  HGTV and
Cinetel operate from an 80,000 square-foot production facility in
Knoxville.

Management believes Scripps' present facilities are generally well-
maintained and are sufficient to serve its present needs.

<PAGE>

                             LEGAL PROCEEDINGS

Scripps is involved in litigation arising in the ordinary course of
business, such as defamation actions and various governmental and
administrative proceedings relating to, among other things, renewal of
broadcast licenses, none of which is expected to result in material loss.


        DIRECTORS AND EXECUTIVE OFFICERS OF SCRIPPS AND NEW SCRIPPS

                            Executive Officers

The Executive officers of Scripps and New Scripps are identical.  Executive
officers serve at the pleasure of the Boards of Directors.  Certain
information as of December 1, 1995, about such officers appears in the
table below.

     Name             Age                           Position

Lawrence A. Leser       60    Chairman of the Board of Directors (since August
                              1994); Chief Executive Officer (since 1985);
                              Director (since 1977); President
                              (1985 to August 1994)

William R. Burleigh     60    President (since August 1994); Chief Operating
                              Officer (since May 1994); Director (since 1990);
                              Executive Vice President (1990 to August 1994);
                              Senior Vice President/Newspapers and Publishing
                              (1986 to 1990)

Daniel J. Castellini    55    Senior Vice President/Finance and
                              Administration (since 1986)

F. Steven Crawford      47    Senior Vice President/Cable (since September
                              1992); Vice President, Cable (1990 to September
                              1992); General Manager, TeleScripps Cable
                              Company (1983 to 1990)

Paul F. (Frank) Gardner 53    Senior Vice President/Broadcasting
                              (since April 1993); Senior Vice President,
                              News Programming, Fox Broadcasting Company
                              (1991 to 1993); Vice President and General
                              Manager, WCPO Television, Cincinnati (1988
                              to 1991)

Alan M. Horton          52    Senior Vice President/Newspapers (since May
                              1994); Vice President/Operations, Newspapers 
                              (1992 to May 1994); Editor, Naples Daily News
                              (1987 to 1992)

Craig C. Standen        53    Senior Vice President/Corporate Development
                              (since August 1994); Vice President/Marketing-
                              Advertising, Newspapers (1990 to August 1994)

J. Robert Routt         41    Vice President and Controller (since 1985)

E. John Wolfzorn        50    Treasurer (since 1979)

M. Denise Kuprionis     39    Corporate Secretary (since 1987)

Gregory L. Ebel         40    Vice President/Human Resources (since
                              1994); Senior Vice President, PNC Bank Ohio
                              (1990 to 1994)

Richard A. Boehne       39    Vice President/Corporate Communications and
                              Investor Relations (since 1995); Director of 
                              Corporate Communications and Investor
                              Relations (1989 to 1994)
<PAGE>

                                 Directors

The directors of Scripps and New Scripps are identical.  Each director
serves until the next succeeding annual meeting of stockholders and until
their respective successors are elected and qualified.  Certain information
as of December 1, 1995, about such directors appears in the table below.

                                                   Principal Occupation or
                             Director             Occupation/Business
    Name                Age   Since                  Experience for
                                                      Past Five Years

Daniel J. Meyer(1)       59    1988      Chairman since January 1, 1991, 
                                         Chief Executive Officer since 
                                         April 24, 1990, President and
                                         Chief Operating Officer from
                                         November 1987 through April 1990,
                                         of Cincinnati Milacron Inc. (a
                                         manufacturer of metal working and 
                                         plastics processing machinery and
                                         systems).

Nicholas B. Paumgarten   50    1988      Managing Director of J.P. Morgan &
                                         Co. Inc. since February 10, 1992
                                         (an investment banking firm); 
                                         Managing Director of Dillon, 
                                         Read & Co. Inc. from March 19, 1991
                                         through February 9, 1992 (an 
                                         investment banking firm); Managing
                                         Director from 1981 through
                                         March 18, 1991 of The First Boston
                                         Corporation (an investment banking
                                         firm).

David R. Huhn             58    1991     Retired; President of McAlpin's,
                                         Inc., a subsidiary of Mercantile
                                         Stores Co., Inc. from October 16,
                                         1991 through February 3, 1994; 
                                         Chairman and Chief Executive Officer 
                                         from September 1989 through 
                                         October 15, 1991, of Mercantile
                                         Stores Co., Inc.

John H. Burlingame(2)     62    1988     Executive Partner since 1982 of
                                         Baker & Hostetler (law firm).

William R. Burleigh       60    1990     President of Scripps since August
                                         1994; Chief Operating Officer since
                                         May 1994, Executive Vice President
                                         from March 1990 through August 1994,
                                         Senior Vice President/Newspapers
                                         and Publishing of Scripps from 
                                         September 1986 to March 1990;
                                         and Vice President and General 
                                         Editorial Manager of Scripps from 
                                         January 1984 to September 1986.

Lawrence A. Leser(3)      60    1977     Chairman of Scripps since
                                         August 1994, Chief Executive 
                                         Officer since July 1985, President
                                         from July 1985 through August 1994.
                                     
Charles E. Scripps(4)     75    1946     Chairman of the Executive Committee
                                         of Scripps since August 1994;
                                         Chairman of the Board of Directors
                                         of Scripps from 1953 to August 1994.

Paul K. Scripps(5)        50    1986     Chairman since December 1989 and
                                         Vice Chairman and Editorial Director
                                         from December 1988 through 
                                         December 3, 1989, of John P. Scripps
                                         Newspapers, a subsidiary of Scripps.

Robert P. Scripps(6)      77    1949     A Director of Scripps since 1949.

<PAGE>

 (1) Mr. Meyer is a director of Cincinnati Milacron Inc., Star Bank
Corporation (bank holding company), Hubbell Incorporated (manufacturer of
wiring and lighting devices) and Sunbeam Corporation (a consumer products
company).

(2) Mr. Burlingame is a Trustee of the Scripps Trust.

(3) Mr. Leser is a director of Union Central Life Insurance Company and AK
Steel Holding Corporation (steel manufacturer).

(4) Mr. Charles E. Scripps is the brother of Robert P. Scripps and Chairman
of the Board of Trustees of the Scripps Trust.

(5) Mr. Paul K. Scripps serves as a director of the Company pursuant to an
agreement between the Scripps Trust and John P. Scripps.  See "Certain
Transactions--John P. Scripps Newspapers."

(6) Mr. Robert P. Scripps is a Trustee of the Scripps Trust and the brother
of Charles E. Scripps.

Committees.  The Scripps Board has, and after the Spin-Off the New Scripps
Board will have, an Executive Committee, an Audit Committee and a Compensation
Committee.  The functions of each of these committees are described and the
members of each are listed below.

Charles E. Scripps, Lawrence A. Leser and John H. Burlingame are the
members of the Executive Committee.  The Executive Committee exercises
all of the powers of the Board in the management of corporate business 
and affairs between Board meetings, except the power to fill vacancies on
the Board or its committees.

Daniel J. Meyer, Nicholas B. Paumgarten and David R. Huhn are the members
of the Audit Committee, which nominates the independent auditors each year,
reviews the audit plans of both the internal and independent auditors, 
evaluates the adequacy of and monitors compliance with corporate accounting
policies, and reviews the annual financial statements.  The internal and 
independent auditors have unrestricted access to the Audit Committee.

Charles E. Scripps, Daniel J. Meyer and David R. Huhn are the members of
the Compensation Committee, which establishes overall compensation policy,
determines compensation of senior management and administers the Scripps
Incentive Plan (as defined).

Compensation of Directors.  Each director elected by the holders of Scripps
Class A Common Stock receives an annual fee of $22,000, and an additional 
$2,000 for each meeting that he attends of the Scripps Board or a committee 
thereof on which he serves.  Additionally, for each committee of which he 
is chairman, such director receives an annual fee of $3,000. Directors 
elected by the holders of Scripps Common Voting Stock, with the exception
of Charles E. Scripps, do not receive any compensation for services as 
directors or committee members.  Charles E. Scripps receives a fee for 
such services at the annual rate of $50,000, but does not receive any 
additional fees for his attendance at Scripps Board or Committee meetings.
It is expected that New Scripps will compensate directors following the
Spin-Off substantially in accordance with the foregoing practices.

<PAGE>

                       EXECUTIVE COMPENSATION

Prior to the Spin-Off, Scripps executive officers will not have received
any compensation from New Scripps for serving as executive officers thereof.
It is expected that New Scripps will compensate its executive officers 
following the Spin-Off substantially in accordance with the compensation 
practices of Scripps.  Stockholders interested in the compensation
paid by Scripps to its executive officers may refer to Scripps' Proxy 
Statement for its 1995 Annual Meeting of Stockholders, a copy of which 
is on file with the SEC and is available without charge upon written or
oral request to Investor Relations, The E.W. Scripps Company, 312 Walnut 
Street, Cincinnati, Ohio 45202, telephone (513) 977-3825.

                     Scripps Stock Plans Assumed by New Scripps

Scripps maintains the following stock plans: (i) the 1987 Long-Term
Incentive Plan ("Scripps Incentive Plan") and (ii) the 1994 Non-Employee 
Directors' Stock Option Plan ("Scripps Director's Plan," and collectively,
the "Scripps Stock Plans").  In connection with the Merger and related 
transactions, New Scripps will assume the Scripps Stock Plans and the
options and awards outstanding thereunder.  All references in such plans 
to Scripps and Scripps Class A Common Stock will be deemed to refer to 
New Scripps and New Scripps Class A Common Shares.  Approval of the
Merger by the holders of Scripps Common Voting Stock will constitute 
approval of New Scripps' assumption of the Scripps Stock Plans for 
purposes of the stockholder approval requirements of Rule 16b-3 under
the Exchange Act.

Scripps Incentive Plan.  Upon consummation of the Spin-Off, New Scripps
will assume the Scripps Incentive Plan and all options and awards outstanding
thereunder.  All such options and awards will be adjusted in accordance with
the plan by the Compensation Committee so as to prevent enlargement or
dilution of the rights represented by such options and awards.  No 
amendments will be made to the Scripps Incentive Plan as a result of the
Spin-Off.  All information appearing below about the Scripps Incentive Plan
will continue to apply to the plan after assumption thereof by New Scripps.

The purpose of the Scripps Incentive Plan is to promote the long-term
growth and profitability of Scripps by enabling it to attract and retain
the best available persons for positions of substantial responsibility.
Grants of incentive or nonqualified stock options, stock appreciation
rights (in tandem with or independent of options) ("SARs"), restricted or
nonrestricted share awards, performance units, or any combination thereof,
may be made under the Scripps Incentive Plan.  Participation is limited to
officers and other key employees of Scripps selected by the Compensation
Committee.  Directors who are not officers of Scripps are not eligible to
participate in the Scripps Incentive Plan.  Scripps has reserved 3,250,000
shares of Class A Common Stock for issuance under the plan.  The maximum
number of shares of Scripps Class A Common Stock with respect to which
options, SARs, restricted stock or performance units, or any combination
thereof, may be granted under the Scripps Incentive Plan to any employee in
any one calendar year is limited to 500,000 shares.

Stock Options and SARs.  The exercise price of stock options granted under
the Scripps Incentive Plan shall not be less than 100% of the fair market
value of the shares on the date the option is granted.  The Compensation
Committee may grant incentive or nonqualified options.  Options may be
exercised upon payment of the exercise price in cash, in shares previously
acquired by the optionee, or a combination of cash and such shares.
Options may also be exercised in accordance with a "cashless" exercise
procedure that permits the optionee to sell all or a portion of the shares
underlying the option or obtain a margin loan from a broker sufficient to
enable payment in either case of the exercise price of the option.  The
Compensation Committee shall determine the date or dates on which each
option shall become exercisable.  The Compensation Committee may accelerate
the vesting of any option or SAR held by an employee who retires or whose
employment is otherwise terminated for any reason other than cause.
"Cause" means, generally, conviction of a felony, conduct that could cause
demonstrable and serious injury to Scripps, or gross dereliction of duty or
other grave misconduct.  Retired employees have a period of five years
following retirement to exercise their options and SARs.  Upon a change in
control of Scripps there will be an automatic acceleration of the vesting
of any outstanding option or SAR as of the date of such change in control.

<PAGE>

The Compensation Committee is authorized to grant SARs under the Scripps
Incentive Plan independently of or in tandem with stock options.  The
exercise of an option shall result in an immediate forfeiture of its
corresponding tandem SAR, and the exercise of a tandem SAR shall cause
an immediate forfeiture of its corresponding option.  A tandem SAR
shall expire at the same time as and shall be transferable only when
and under the same conditions as the related option.  Tandem SARs
shall be exercised only when, to the extent and on the conditions that
the related option is exercisable.  Upon exercise, the optionee shall
be entitled to distribution of an amount equal to the difference
between the fair market value of a share of Scripps Class A Common
Stock on the date of exercise and the exercise price of the option to
which the SAR corresponds.  The Compensation Committee shall decide
whether such distribution shall be in cash, in shares, or in a
combination thereof.  All tandem SARs will be exercised automatically
on the last day prior to the expiration date of the related option.
An independent SAR will entitle an employee to receive, with respect
to each share of Class A Common Stock as to which the SAR is
exercised, the excess of the fair market value of one share of such
stock on the date of exercise over its fair market value on the date
such SAR was granted.  As defined in the Scripps Incentive Plan, "fair
market value" means the average of the highest and lowest selling
prices of the Scripps Class A Common Stock as reported on the New York
Stock Exchange on the date in question.  Independent SARs may become
exercisable at such times or times, and on such conditions as the
Compensation Committee may specify, except that no such SAR will
become exercisable during the first six months following the date on
which it was granted.  The Scripps Incentive Plan provides that each
independent SAR will be exercised automatically on the last day prior
to its expiration date.  Payments of the amount to which an employee
is entitled upon the exercise of an independent SAR shall be made in
cash or shares of Scripps Class A Common Stock, or in any combination
thereof, as the Compensation Committee shall determine.  To the extent
that the payment is made in shares, the shares will be valued at their
fair market value on the day of exercise of such SAR.

No option, SAR or performance unit shall be transferable by an employee
otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order.  The Scripps
Incentive Plan provides that the Compensation Committee shall make
adjustments as it deems appropriate in the number and kind of shares
reserved for issuance under the Plan, and the number and kind of
shares covered by grants made under the plan and in the exercise price
of outstanding options, in certain events, such as reorganization,
recapitalization, stock split or merger.  The Compensation Committee
may also authorize cash awards to any participant in order to assist
him or her in meeting tax obligations with respect to shares received
under the plan.

Share Awards.  The Compensation Committee may award shares of Scripps Class
A Common Stock under the Scripps Incentive Plan and place restrictions
on transfer of such shares.  Each award shall specify the applicable
restrictions, if any, on such shares, the duration of such
restrictions, and the time at which such restrictions shall lapse.
Participants will be required to deposit shares with Scripps during
the period of any restriction on transfer.

Performance Units.  The Compensation Committee may grant performance units
to participants under the Scripps Incentive Plan.  Each unit shall
have a dollar value determined at the time of grant.  The value of
each unit may be fixed or it may fluctuate based on a performance
factor (e.g., return on equity) selected by the Compensation
Committee.  The Compensation Committee shall establish performance
goals that, depending on the extend to which they are met, will
determine the final value of the performance units or the final number
of units actually earned by participants, or both.  Performance units
that are earned by a participant may be paid in restricted or
nonrestricted shares, in cash, or in a combination of both in the
Compensation Committee's discretion.

Miscellaneous.  The Scripps Incentive Plan provides for vesting, exercise
or forfeiture of rights granted under the Scripps Incentive Plan on
retirement, death, disability, termination of employment or a change
of control.  The Board of Directors may modify, suspend or terminate
the Scripps Incentive Plan as long as it does not impair the rights of
any participant thereunder.  The holders of Scripps Common Voting
Stock must approve any increase in the maximum number of shares
reserved for issuance under the plan, any change in the classes of
employees eligible to participate in the plan and any material
increase in the benefits accruing to participants.  The Scripps
Incentive Plan was approved by the holders of Scripps Common Voting
Stock in December 1987 and shall terminate in December 1997 except
with respect to awards or options then outstanding.

Scripps Directors' Option Plan.  Upon consummation of the Spin-Off, New
Scripps will assume the Scripps Directors' Plan and all options
outstanding thereunder.  All such options will be adjusted in
accordance with the plan by the Compensation Committee so as to
prevent enlargement or dilution of the rights represented by such
options.  No amendments will be made to this plan as a result of the
Spin-Off.  All information appearing below about the Scripps
Directors' Plan will continue to apply to the plan after assumption
thereof by New Scripps.

The purpose of the plan is to strengthen the alignment of interests between
non-employee directors and the stockholders of Scripps through the
increased ownership by such directors of shares of Scripps Class A
Common Stock.  The total number of shares of Class A Common Stock of
Scripps that may be made subject to options awarded under the Plan is
50,000.  Participation is limited to non-employee directors of Scripps
elected by the holders of Class A Common Stock.

<PAGE>

Under the plan, each qualified director shall receive a one-time non-
qualified stock option for 5,000 shares of Class A Common Stock at the time
of initial election.  On December 9, 1994, each of the three non-employee
directors currently in office received an option for 5,000 shares of Class
A Common Stock.  The plan was subsequently approved by the holders of the
Common Voting Stock.

The exercise price of each option granted under the plan shall be equal to
the fair market value of a share of Scripps Class A Common Stock on the
date that the option is granted.  Options may be exercised in whole or in
part upon payment of the exercise price in cash or in shares of Scripps
Class A Common Stock previously acquired or a combination of cash and such
shares.  The plan also provides for "cashless exercise" of options pursuant
to which a participant pays the exercise price of his options by selling
all or part of the underlying common shares.

The stock options granted under the plan to the current non-employee
directors of the Company are exercisable and shall expire on December 9,
2004.  All other stock options granted under the plan shall be exercisable
on the first anniversary of the recipient's election as a director by the
holders of Scripps Class A Common Stock and shall have terms of ten years
from the date of grant.

Options granted under the plan are not transferable except as permitted by
applicable law.  The plan provides for appropriate adjustments in the
number and kind of shares reserved for issuance under the plan or covered
by options granted under the Plan and in the exercise price of outstanding
options in the event of a reorganization, stock split, merger, or similar
event.  The plan will continue in effect until its expiration on December
9, 2004, and options then outstanding will continue in effect until the
expiration of their terms.

Rule 16b-3.  Pursuant to Section 16(b) of the Exchange Act, directors,
certain officers and 10% stockholders of Scripps are generally liable to
Scripps for repayment of any "short-swing" profits realized from any non-
exempt purchase and sale of Scripps Common Stock occurring within a six-
month period.  Rule 16b-3, promulgated under the Exchange Act, provides an
exemption from Section 16(b) liability for certain transactions by an
officer or director pursuant to an employee benefit plan that complies with
such rule.  Specifically, the grant of an option under an employee benefit
plan that complies with Rule 16b-3 will not be deemed the purchase of a
security and the actual or deemed sale of shares in connection with certain
option exercises will not be deemed a sale for Section 16(b) purposes.  The
Scripps Stock Plans are designed to comply with Rule 16b-3.

Federal Income Tax Consequences of the Scripps Stock Plans.  The following
is a summary of the federal income tax consequences of transactions under
the Scripps Stock Plans.

Non-Qualified Stock Options.  In general, with respect to non-qualified
stock options under each of the Scripps Stock Plans (a) no income is
realized by the optionee at the time the option is granted, (b) upon
exercise of the option, the optionee realizes ordinary income in an amount
equal to the excess of the fair market value of the shares of Class A
Common Stock on the date of exercise over the option price paid for the
shares, and Scripps is entitled to a tax deduction in the same amount, and
(c) at disposition of the Class A Common Stock received upon the exercise
of the option, the optionee receives, as either short-term or long-term
capital gain (or loss) the difference between the amount realized and the
fair market value of the shares on the date of exercise.

Incentive Stock Options.  No taxable income is realized by the optionee
upon the grant or exercise of an incentive stock option under the Scripps
Incentive Plan.  If Class A Common Stock is issued to an optionee pursuant
to the exercise of an incentive stock option, and if no disqualifying
disposition of such stock is made by such optionee within two years after
the date of grant or within one year after the transfer of such shares to
such optionee, then (a) upon the sale of such stock a long-term capital
gain or loss will be realized in an amount equal to the difference between
the option price and the amount realized by the optionee and (b) no
deduction will be allowed to Scripps for federal income tax purposes.  The
excess (if any) of the fair market value of the shares on the date of
exercise over the option price, however, is includable in alternative
minimum taxable income unless the shares are disposed of in the taxable
year the option is exercised.

If Class A Common Stock acquired upon the exercise of an incentive stock
option is disposed of prior to the expiration of either holding period
described above, generally (i) the optionee realizes ordinary income in the
year of disposition in an amount equal to the excess (if any) of the fair
market value of the shares on the date of exercise (or, if less, the amount
realized on the disposition of the shares) over the option price paid for
such shares and (ii) Scripps will be entitled to deduct the amount realized
as ordinary income by the optionee if Scripps satisfies certain federal
withholding or reporting requirements.  Any further gain (or loss) realized 
by the participant will be taxed as short-term or long-term capital gain 
(or loss), as the case may be, and will not result in any deduction for
Scripps.

<PAGE>

Stock Appreciation Rights.  No income will be realized by an optionee in
connection with the grant of a stock appreciation right under the Scripps
Incentive Plan.  When the right is exercised, the optionee will generally
be required to recognize as ordinary income in the year of exercise an
amount equal to the sum of the amount of cash and the fair market value of
any shares received.  Scripps will be entitled to a deduction equal to the
amount included in such optionee's ordinary income by reason of the
exercise if Scripps satisfies certain federal withholding or reporting
requirements.  If the optionee receives Class A Common Stock upon the
exercise of a stock appreciation right, the post-exercise appreciation (or
depreciation) will be treated in the same manner as discussed above under
"Non-Qualified Stock Options."

Restricted Stock Awards.  A recipient of a restricted stock award under the
Scripps Incentive Plan generally will recognize ordinary income equal to
the difference between the fair market value of the restricted stock at the
time the stock is transferable or not subject to a substantial risk of
forfeiture and the consideration, if any, paid for the stock.  A recipient
may elect, however, within 30 days of the date of grant, to recognize
taxable ordinary income on the date of grant equal to the excess of the
fair market value of the shares of restricted stock on such date
(determined without regard to any restrictions other than restrictions
which will never lapse) over the consideration, if any, paid for such
restricted stock.  Scripps generally will be entitled to a deduction equal
to the amount that is taxable as ordinary income to the recipient if
Scripps satisfies certain federal withholding requirements.

Performance Units.  A recipient of performance units under the Scripps
Incentive Plan will recognize ordinary income when the objectives for a
performance unit are satisfied.  The time at which a recipient of a
performance unit will recognize ordinary income will generally depend upon
whether the recipient receives restricted or nonrestricted stock, cash or a
combination thereof.  Scripps generally will be entitled to a deduction
equal to the amount that is taxable as ordinary income to the recipient if
Scripps satisfies certain witholding requirements.
                                     
Capital Gains.  Under current law, capital gains are subject to the same
tax rates that apply to ordinary income, except the rate may not exceed
28%.  Capital losses may be utilized to offset capital gains to the extent
of capital gains, and $3,000 of capital losses in excess of capital gains
($1,500 in the case of a married individual filing a separate return) is
deductible against other income.
                                     
To receive long-term capital gain (loss) treatment with respect to any
appreciation (depreciation) in the value of Class A Common Stock acquired
pursuant to the Scripps Stock Plans, the participant must hold such shares
for more than one year.  Shares held for one year or less will receive
short-term capital gain or loss treatment.

Dividends and Dividend Equivalents.  Dividends paid on restricted stock
generally will be treated as compensation that is taxable as ordinary
income to the participant and may be deductible by Scripps.  If, however,
the participant makes a Section 83(b) election, the dividends will be
taxable as ordinary income to the participants, but will not be deductible
by Scripps.

$1,000,000 Deduction Limitation.  Scripps is not entitled to deduct annual
remuneration in excess of $1 million (the "Deduction Limitation") paid to
certain of its employees unless such remuneration satisfies an exception to
the Deduction Limitation, including an exception for performance-based
compensation established by a compensation committee and approved by
shareholders.  Thus, unless options, rights or awards granted under the
Scripps Incentive Plan satisfy an exception to the Deduction Limitation,
Scripps' deduction with respect to such options, rights or awards will be
subject to the Deduction Limitation.

Under Treasury Regulations, compensation attributable to stock options or
stock appreciation rights is deemed to satisfy the performance based
compensation exception if:

   "the grant or award is made by the compensation committee; the
   plan under which the option or right is granted states the maximum number
   of shares with respect to which options or rights may be granted during a
   specified period to any employee; and, under the terms of the option or
   right the amount of compensation the employee could receive is based solely
   on an increase in the value of the stock after the date of the grant or
   award . . ."

If a compensation committee comprised solely of two or more "outside
directors" within the meaning of Section 162(m) of the Code makes grants,
Scripps' deduction with respect to options granted under the Scripps
Incentive Plan will not be subject to the Deduction Limitation.

<PAGE>
                                     
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                                     
The following table sets forth certain information with respect to persons
known to Scripps to be the beneficial owners of more than five percent of
Scripps Class A Common Stock or Scripps Common Voting Stock.  Unless
otherwise indicated, all information is as of September 30, 1995, and the
persons named in the table have sole voting and investment power with
respect to all shares shown therein as being beneficially owned by them.
Assuming that the Spin-Off had occurred as of the aforesaid date, the
information in the table below would also reflect the number of Class A
Common Shares and Common Voting Shares of New Scripps, and the respective
percentages thereof, beneficially owned by the persons named in such table.
                                     
                                                          Common
Name and Address                     Class A              Voting
of Beneficial Owner               Common Stock   Percent   Stock     Percent
                                     
The Edward W. Scripps Trust(1)     32,610,000     54.3%  16,040,000    80.2%
312 Walnut Street
Cincinnati, Ohio
                                     
Jack R. Howard(2)                   3,659,198      6.1%     170,000     0.9%
c/o Scripps Howard, Inc.
Attn: Corporate Secretary
312 Walnut Street
Cincinnati, Ohio
                                     
Paul K. Scripps and                   189,097      0.3%   1,616,113     8.1%
John P. Scripps Trust(3)
525 C Street, Suite 306
San Diego, California
                                     
Wellington Management Company(4)    3,442,030      5.7%          -0-     -0-
75 State Street
Boston, Massachusetts
                                     
The Capital Group                   3,113,400      5.2%          -0-     -0-
Companies, Inc. (5)
333 South Hope Street
Los Angeles, California
                                     
Chemical Bank, Trustee(6)              71,367      0.1%    1,392,000    7.0%
270 Park Avenue
New York, New York
                                     
                                     
(1)  Under the Trust Agreement establishing the Scripps Trust, the Scripps
Trust must retain voting stock sufficient to ensure control of Scripps (and
following the Spin-Off, New Scripps) until the final distribution of the
Scripps Trust estate unless earlier stock dispositions are necessary for
the purpose of preventing loss or damage to such estate.  The Scripps Trust
will terminate upon the death of the last to survive of four persons
specified in the Scripps Trust, the youngest of whom is 72 years of age.
Upon the termination of the Scripps Trust, substantially all of its assets
(including all shares of capital stock of Scripps or, following the Spin-
Off, New Scripps, held by the Scripps Trust) will be distributed to the
grandchildren of Robert Paine Scripps (a son of Edward W. Scripps), of whom
there are 28.  Certain of these grandchildren have entered into an
agreement among themselves, other cousins and Scripps which will restrict
transfer and govern voting of shares of Scripps Common Voting Stock (and,
following the Spin-Off, New Scripps Common Voting Shares) to be held by
them upon termination of the Scripps Trust and distribution of the Scripps
Trust estate.  This agreement will apply to the New Scripps Common Voting
Shares following the Spin-Off.  See "Certain Transactions--Scripps Family
Agreement."

<PAGE>

(2)  The shares listed for Mr. Howard consist of 3,327,385 shares of
Scripps Class A Common Stock and 170,000 shares of Scripps Common Voting
Stock held in an irrevocable trust established for the benefit of Mr.
Howard and his wife and of which Mr. Howard and his wife are the sole
trustees; and 331,813 shares of Scripps Class A Common Stock owned by Mr.
Howard's wife.  Mr. Howard disclaims any beneficial interest in these
shares except those held in the irrevocable trust.

(3)  The shares listed for Mr. Paul K. Scripps include 119,520 shares of
Scripps Common Voting Stock and 400 shares of Scripps Class A Common Stock
held in various trusts for the benefit of certain relatives of Paul K.
Scripps and 100 shares of Scripps Class A Common Stock owned by his wife.
Mr. Scripps is a trustee of the aforesaid trusts.  Mr. Scripps disclaims
beneficial ownership of the shares held in such trusts and the shares owned
by his wife.  The shares listed also include 1,445,453 shares of Scripps
Common Voting Stock and 188,497 shares of Scripps Class A Common Stock held
by five trusts of which Mr. Scripps is a trustee.  Mr. Scripps is the sole
beneficiary of one of such trusts, holding 349,018 shares of Scripps Common
Voting Stock and 47,124 shares of Scripps Class A Common Stock.  He
disclaims beneficial ownership of the shares held in the other four trusts.

(4)  Represents shares of Class A Common Stock held as of December 31,
1994.  Wellington Management Company ("Wellington"), an investment advisory
firm, has filed a Schedule 13G with the SEC with respect to Scripps Class A
Common Stock.  According to the Schedule 13G for the year ended December
31, 1994, the shares listed in the table are owned by various clients of
Wellington, which possesses investment or voting power with respect to such
shares pursuant to the provisions of investment advisory agreements with
such clients.

(5)  Represents shares of Class A Common Stock held as of December 31,
1994.  The Capital Group Companies, Inc. ("Capital"), the parent company of
six investment management companies, has filed a Schedule 13G with the SEC
with respect to the Scripps Class A Common Stock.  According to the
Schedule 13G for the year ended December 31, 1994, the shares listed in the
table are owned by various clients of Capital, which possesses investment
or voting power with respect to such shares pursuant to the provisions of
investment advisory agreements with such clients.

(6)  Represents shares of Class A Common Stock held as of December 31, 1994
and Common Voting Stock held as of September 30, 1995.  The shares shown in
the table are held in two trusts of which Chemical Bank is the sole
trustee.  These trusts were established by Jack R. Howard's parents for the
benefit of his sister.

<PAGE>

                          Security Ownership of Management

The following information is set forth with respect to Scripps Class A
Common Stock and Scripps Common Voting Stock beneficially owned as of
September 30, 1995, by each director, each named executive officer, and by
all directors and executive officers of Scripps as a group.  Unless
otherwise indicated, the persons named in the table have sole voting and
investment power with respect to all shares shown therein as being
beneficially owned by them.  Assuming that the Spin-Off had occurred as of
the aforesaid date, the information in the table below would also reflect
the number of New Scripps Class A Common Shares and New Scripps Common
Voting Shares, and the respective percentages thereof, beneficially owned
by the persons named in the table.

  Name of Individual                           Common
 or Number of Persons           Class A        Voting
    in Group                  Common Stock     Percent     Stock   Percent

William R. Burleigh(l)          32,515            *         ---      ---

John H. Burlingame(2)                0           ---        ---      ---

David R. Huhn(3)                   500            *         ---      ---

Lawrence A. Leser(4)            34,240            *         ---      ---

Daniel J. Meyer                    300            *         ---      ---

Nicholas B. Paumgarten(5)        3,250            *         ---      ---

Charles E. Scripps(2)(6)        39,680            *         ---      ---

Paul K. Scripps(7)             189,097            *      1,616,113    8.0%

Robert P. Scripps(2)                 0           ---        ---

Daniel J. Castellini(8)         24,735            *         ---       ---

Paul F. (Frank) Gardner(9)      26,974            *         ---       ---

Craig C. Standen(10)            11,355            *         ---       ---

All directors and executive
  officers as a group
  (19 persons) (11)         33,001,930          55.0%    17,656,113  88.3%

*    Shares owned represent less than one percent of the outstanding shares
     of such class of stock.

<PAGE>

   (1)    The shares listed for Mr. Burleigh do not include 165,000 shares
of Scripps Class A Common Stock underlying exercisable options held by him.

   (2)    This person is a Trustee of the Scripps Trust and has the power,
together with the other Trustees, to vote and dispose of the 32,610,000
shares of Scripps Class A Common Stock and the 16,040,000 shares of Scripps
Common Voting Stock held by the Scripps Trust.  Messrs. Charles E. Scripps
and Robert P. Scripps have a life income interest in the Scripps Trust.
Mr. Burlingame disclaims any beneficial interest in the shares held by the
Scripps Trust.

  (3)     The shares listed for Mr. Huhn are held jointly with his wife.

  (4)     The shares listed for Mr. Leser include 5,500 shares of Scripps
Class A Common Stock owned by his wife and 640 shares of Scripps Class A
Common Stock owned by one of his children.  Mr. Leser disclaims any
beneficial interest in these shares.  The shares listed do not include
285,500 shares of Scripps Class A Common Stock underlying exercisable
options held by Mr. Leser.

  (5)     The shares listed for Mr. Paumgarten include 2,000 shares of
Scripps Class A Common Stock held in trusts for the benefit of Mr.
Paumgarten's sons, and 850 shares of Scripps Class A Common Stock owned by
his wife.  Mr. Paumgarten is the sole trustee of the aforesaid trusts.  Mr.
Paumgarten disclaims beneficial ownership of the shares held in such trusts
and the shares owned by his wife.

  (6)     The shares listed for Mr. Charles E. Scripps include 300 shares
of Scripps Class A Common Stock owned by his wife.  Mr. Scripps disclaims
any beneficial interest in these shares.

  (7)     The shares listed for Mr. Paul K. Scripps include 119,520 shares
of Scripps Common Voting Stock and 400 shares of Scripps Class A Common
Stock held in various trusts for the benefit of certain relatives of Paul
K. Scripps and 100 shares of Scripps Class A Common Stock owned by his
wife.  Mr. Scripps is a trustee of the aforesaid trusts.  Mr. Scripps
disclaims beneficial ownership of the shares held in such trusts and the
shares owned by his wife.  The shares listed also include 1,445,453 shares
of Scripps Common Voting Stock and 188,497 shares of Scripps Class A Common
Stock held by five trusts of which Mr. Scripps is a trustee.  Mr. Scripps
is the sole beneficiary of one of such trusts, holding 349,018 shares of
Scripps Common Voting Stock and 47,124 shares of Scripps Class A Common
Stock.  He disclaims beneficial ownership of the shares held in the other
four trusts.

  (8)     The shares listed for Mr. Castellini include 1,000 shares of
Scripps Class A Common Stock owned by his wife.  Mr. Castellini disclaims
any beneficial interest in these shares.  The shares listed for
Mr. Castellini do not include 109,000 shares of Scripps Class A Common
Stock underlying exercisable options held by him.

  (9)     The shares listed for Mr. Gardner do not include 56,500 shares of
Scripps Class A Common Stock underlying exercisable options held by him.

 (10)     The shares listed for Mr. Standen include 180 shares of Scripps
Class A Common Stock held by Mr. Standen as custodian for the benefit of
his children.  Mr. Standen disclaims any beneficial interest in these
shares.  The shares listed for Mr. Standen do not include 40,275 shares of
Scripps Class A Common Stock underlying exercisable options held by him.

 (11)     The shares listed include 32,610,000 shares of Scripps Class A
Common Stock and 16,040,000 shares of Scripps Common Voting Stock owned by
the Scripps Trust.

<PAGE>

                           CERTAIN TRANSACTIONS

Scripps Family Agreement.  Scripps and certain persons and trusts are
parties to an agreement (the "Scripps Family Agreement") restricting the
transfer and governing the voting of shares of Scripps Common Voting Stock
that such persons and trusts may acquire or own at or after the termination
of the Scripps Trust.  Such persons and trusts (the "Signatories") consist
of certain grandchildren of Robert Paine Scripps who are beneficiaries of
the Scripps Trust, the descendants of John P. Scripps, and certain trusts
of which descendants of John P. Scripps are trustees and beneficiaries.
Robert Paine Scripps and John P. Scripps were sons of the founder of
Scripps.

If the Scripps Trust were to have terminated as of September 30, 1995, the
Signatories would have held in the aggregate approximately 86% of the
outstanding shares of Scripps Common Voting Stock as of such date.

Once effective, the provisions restricting transfer of shares of Scripps
Common Voting Stock under the Scripps Family Agreement will continue until
twenty-one years after the death of the last survivor of the descendants of
Robert Paine Scripps and John P. Scripps alive when the Scripps Trust
terminates.  The provisions of the Scripps Family Agreement governing the
voting of Scripps Common Voting Stock will be effective for a ten year
period after termination of the Scripps Trust and may be renewed for
additional ten year periods pursuant to certain provisions set forth in the
Agreement.

No Signatory will be able to dispose of any shares of Scripps Common Voting
Stock (except as otherwise summarized below) without first giving other
Signatories and Scripps the opportunity to purchase such stock.
Signatories will not be able to convert shares of Scripps Common Voting
Stock into shares of Scripps Class A Common Stock except for a limited
period of time after giving other Signatories and Scripps the aforesaid
opportunity to purchase and except in certain other limited circumstances.

Signatories will be permitted to transfer shares of Scripps Common Voting
Stock to their lineal descendants or trusts for the benefit of such
descendants, or to any trust for the benefit of such a descendant, or to
any trust for the benefit of the spouse of such descendant or any other
person or entity.  Descendants to whom such shares are sold or transferred
outright, and trustees of trusts into which such shares are transferred,
must become parties to the Scripps Family Agreement or such shares shall be
deemed to be offered for sale pursuant to the Scripps Family Agreement.
Signatories will also be permitted to transfer shares of Scripps Common
Voting Stock by testamentary transfer to their spouses provided such shares
are converted to Scripps Class A Common Stock and to pledge such shares as
collateral security provided that the pledgee agrees to be bound by the
terms of the Scripps Family Agreement.  If title to any such shares subject
to any trust is transferred to anyone other than a descendant of Robert
Paine Scripps or John P. Scripps, or if a person who is a descendant of
Robert Paine Scripps or John P. Scripps acquires outright any such shares
held in trust but is not or does not become a party to the Scripps Family
Agreement, such shares shall be deemed to be offered for sale pursuant to
the Scripps Family Agreement.  Any valid transfer of shares of Scripps
Common Voting Stock made by Signatories without compliance with the Scripps
Family Agreement will result in automatic conversion of such shares to
Class A Common Shares.

The Scripps Family Agreement provides that Scripps will call a meeting of
the Signatories prior to each annual or special meeting of the stockholders
of Scripps held after termination of the Scripps Trust (each such meeting
hereinafter referred to as a "Required Meeting").  At each Required
Meeting, Scripps will submit for decision by the Signatories each matter,
including election of directors, that Scripps will submit to its
stockholders at the annual meeting or special meeting with respect to which
the Required Meeting has been called.  Each Signatory will be entitled,
either in person or by proxy, to cast one vote for each share of Scripps
Common Voting Stock owned of record or beneficially by him on each matter
brought before the meeting.  Each Signatory will be bound by the decision
reached with respect to each matter brought before such meeting, and, at
the related meeting of the stockholders of Scripps, will vote his shares of
Scripps Common Voting Stock in accordance with decisions reached at the
meeting of the Signatories.

Following the Spin-Off, the Scripps Family Agreement will apply to the New
Scripps Common Voting Shares and the New Scripps Class A Common Shares held
by the Signatories after termination of the Scripps Trust.

John P. Scripps Newspapers.  In connection with the merger in 1986 of the
John P. Scripps Newspaper Group ("JPSN") into a wholly owned subsidiary of
Scripps (the "JPSN Merger"), Scripps and the Scripps Trust entered into
certain agreements discussed below.  All of these agreements will apply to
New Scripps, the New Scripps Class A Common Shares and the New Scripps
Common Voting Shares following the Spin-Off.

<PAGE>

JPSN Board Representation Agreement.  The Scripps Trust and John P. Scripps
entered into a Board Representation Agreement dated March 14, 1986 in
connection with the JPSN Merger.  Under this agreement, the surviving adult
children of Mr. Scripps who are stockholders of Scripps have the right to
designate one person to serve on the Scripps Board so long as they continue
to own in the aggregate 25% of the sum of (i) the shares issued to them in
the JPSN Merger and (ii) the shares received by them from John P. Scripps's
estate.  In this regard, the Scripps Trust has agreed to vote its Scripps
Common Voting Stock in favor of the person designated by John P. Scripps's
children.  Pursuant to this agreement, Paul K. Scripps currently serves on
Scripps Board.  The Board Representation Agreement terminates upon the
earlier of the termination of the Scripps Trust or the completion of a
public offering by Scripps of its Common Voting Stock.

Stockholder Agreement.  The former stockholders of the John P. Scripps
Newspaper Group, including John P. Scripps and Paul K. Scripps, entered
into a Stockholder Agreement with Scripps in connection with the JPSN
Merger.  This agreement restricts to certain transferees the transfer of
Scripps Common Voting Stock received by such stockholders pursuant to the
JPSN Merger.  These restrictions on transfer will terminate on the earlier
of the termination of the Scripps Trust or completion of a public offering
of Scripps Common Voting Stock.  Under the agreement, if a stockholder has
received a written offer to purchase 25% or more of his shares of Scripps
Common Voting Stock, Scripps has a "right of first refusal" to purchase
such shares on the same terms as the offer.  On the death of any of these
stockholders, Scripps is obligated to purchase from the stockholder's
estate a sufficient number of shares of the Scripps Common Stock to pay
federal and state estate taxes attributable to all shares included in such
estate.  This obligation expires in 2006.  Under certain other
circumstances, such as bankruptcy or insolvency of a stockholder, Scripps
has an option to buy all shares of Scripps Common Stock owned by such
stockholder.  Under the agreement, stockholders owning 25% or more of the
outstanding shares of Scripps Common Voting Stock issued pursuant to the
JPSN Merger may require Scripps to register shares of Scripps Common Voting
Stock (subject to the right of first refusal mentioned above) under the
Securities Act for sale at the stockholders' expense in a public offering.
In addition, the former stockholders of the John P. Scripps Newspaper Group
will be entitled, subject to certain conditions, to include shares of
Scripps Common Voting Stock (subject to the right of first refusal) that
they own in any registered public offering of shares of the same class by
Scripps.  The registration rights expire three years from the date of a
registered public offering of shares of Scripps Common Voting Stock.

Other Transactions.  Mr. Charles E. Scripps and Mr. Robert P. Scripps,
directors of Scripps and New Scripps, are general partners in Jefferson
Building Partnership (the "Jefferson Partnership"), which was formed in
1984.  The Albuquerque Publishing Company, a subsidiary of Scripps that is
a 50% owned partnership that operates The Albuquerque Tribune under a joint
operating agreement, leases the facilities for The Albuquerque Tribune from
a partnership controlled in part by the Jefferson Partnership.  This lease
terminates in 2004.  Total rent under the lease through September 30, 1995,
was approximately $700,000.  The Albuquerque Publishing Company has an
option to purchase the property that is exercisable until 2034.  The
purchase price will be equal to 7.7 times the basis rent for the lease year
in which the property is purchased.  The parties to the Albuquerque joint
operating agreement lease the land on which the Albuquerque facilities are
situated to the Jefferson Partnership under a lease terminating in 2034 and
providing for rent of $150,000 per year, subject to certain adjustments for
inflation.  The Jefferson Partnership has subleased the land to the
Albuquerque Publishing Company as part of the facilities lease arrangement
described above.

Mr. Charles E. Scripps is a Trustee of the Scripps Trust.  Mr. Scripps is
expected to continue to serve as a Trustee of the Scripps Trust in 1996.
As a Trustee, Mr. Scripps shares the power, together with the other two
Trustees, to vote and dispose of the 32,610,000 shares of Scripps Class A
Common Stock and 16,040,000 shares of Scripps Common Voting Stock held by
the Scripps Trust.  Following the Spin-Off, the Scripps Trust will hold
32,610,000 New Scripps Class A Common Shares and 16,040,000 New Scripps
Common Voting Shares.  Mr. Scripps has a life income interest in the
Scripps Trust.

Mr. John H. Burlingame, a director of Scripps and a Trustee of the Scripps
Trust, is the Executive Partner of Baker & Hostetler, which is general
counsel to Scripps and the Scripps Trust.  Baker & Hostetler has performed
legal services for Scripps and the Scripps Trust for many years and is
expected to do so in the future.

Mr. Nicholas B. Paumgarten, a director of Scripps, is a Managing Partner of
J.P. Morgan & Co. Incorporated ("J.P. Morgan").  Morgan Guaranty Trust
Company of New York (an affiliate of J.P. Morgan) is a lender to Scripps
under a revolving credit agreement.  Another affiliate of J.P. Morgan, J.P.
Morgan Securities Inc., has performed investment banking services for
Scripps in the past and may perform such services in the future.

<PAGE>

MARKET PRICE OF AND DIVIDENDS ON COMMON STOCK AND RELATED STOCKHOLDER
                                 MATTERS

New Scripps shares do not currently trade in a public market.  New Scripps'
Class A Common Shares issued in the Spin-Off are expected to be listed on
the New York Stock Exchange ("NYSE") and to trade under the symbol "SSP,"
which is the symbol under which Scripps Class A Common Stock currently
trades on the NYSE.

There are approximately 4,500 owners of Scripps' Class A Common Stock and
27 owners of Scripps' Common Voting Stock (which does not have a public
market), based on security position listings.  Upon completion of the
Transactions the separate existence of Scripps will cease.

Scripps has declared cash dividends in every year since its incorporation
in 1922.  Management of New Scripps intends to maintain the dividend
payment policy of Scripps.  Future dividends will be subject to New
Scripps' earnings, financial condition, and capital requirements.

The range of market prices of Scripps' Class A Common Stock, which
represents the high and low sales prices for each full quarterly period
(with the exception of the 4th quarter of 1995 which is through December
20, 1995) and quarterly cash dividends are as follows:


<TABLE>
<CAPTION>
                                                             1st            2nd            3rd            4th                   
                                                           Quarter        Quarter        Quarter        Quarter         Total
<S>                                                          <C>            <C>            <C>            <C>              <C>
                        1995                                                                                                    
Market price of common stock:                                                                                                   
   High                                                      $32.750        $32.375        $34.625        $40.375               
   Low                                                        26.750         28.000         30.625         33.500               
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .13          $ .13          $ .13          $ .50
                                                                                                                                
                        1994                                                                                                    
Market price of common stock:                                                                                                   
   High                                                      $29.250        $29.500        $30.500        $31.000               
   Low                                                        24.875         23.000         27.875         27.500               
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .11          $ .11          $ .11          $ .44
                                                                                                                                
                        1993                                                                                                    
Market price of common stock:                                                                                                   
   High                                                      $29.125        $28.500        $26.625        $30.875               
   Low                                                        23.750         24.750         22.875         25.125               
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .11          $ .11          $ .11          $ .44
</TABLE>

<PAGE>

                          SELECTED FINANCIAL DATA

The following selected financial data has been derived from the
consolidated financial statements of Scripps.  The data should be read in
conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations and the consolidated financial
statements and notes thereto included elsewhere herein.

The income statement data for the five years ended December 31, 1994 and
the balance sheet data as of the same dates have been derived from the
audited consolidated financial statements of Scripps.  The income statement
data for the nine months ended September 30, 1995 and 1994 and the balance
sheet data as of the same dates have been derived from the unaudited
consolidated financial statements of Scripps, which, in the opinion of
management, include all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of financial position and
results of operations for such periods.  Operating results for the nine
month periods are not necessarily indicative of results that may be
expected for the entire year or for future interim periods.

<PAGE>

<TABLE>
THE E.W. SCRIPPS COMPANY                                                                                                          
SELECTED FINANCIAL DATA                                                                                                           
<CAPTION>
( in millions, except share data )                      September 30,                                December 31,
                                                       1995       1994       1994       1993        1992        1991        1990
<S>                                                <C>        <C>        <C>        <C>         <C>         <C>         <C>
Summary of Operations                                                                                                             
     Operating Revenues:                                                                                                          
          Newspapers                               $   468.3  $   438.2  $    599.2 $    548.2  $    504.8  $    485.3  $    498.6
          Broadcast television                         211.7      202.4       288.2      254.9       247.2       216.4       205.1
          Entertainment                                 69.0       56.3        73.5       84.7        87.2        91.6        91.7
          Total                                        749.0      697.0       960.9      887.9       839.3       793.3       795.4
          Divested operating units *                     0.3        2.7         3.7       57.4       178.1       281.0       301.7
               Total operating revenues            $   749.3  $   699.7  $    964.6 $    945.2  $  1,017.4  $  1,074.3  $  1,097.2
     Operating Income (Loss):                                                                                                     
          Newspapers                               $    88.5  $    90.8  $    119.8 $     76.7  $     88.7  $     70.8  $     81.2
          Broadcast television                          57.5       62.5        94.5       69.1        61.6        49.6        60.8
          Entertainment                                (7.9)      (0.8)       (7.1)        3.2         7.7         9.6         9.9
          Corporate                                   (12.8)     (11.2)      (15.5)     (13.6)      (15.0)      (12.7)      (14.8)
          Total                                        125.3      141.3       191.7      135.4       143.1       117.3       137.2
          Divested operating units *                   (0.1)      (0.1)       (0.2)        7.5      (14.6)        33.2        31.8
          Unusual items                                                       (7.9)      (0.9)                              (36.4)
               Total operating income                  125.1      141.3       183.6      142.0       128.5       150.4       132.6
     Interest expense                                  (8.6)     (12.9)      (16.3)     (26.4)      (33.8)      (38.4)      (43.3)
     Net gains and unusual items                                   31.6        14.7       94.4        74.5                        
     Miscellaneous, net                                  2.6      (0.4)       (0.9)      (2.4)       (3.6)       (0.5)       (1.9)
     Income taxes                                     (52.3)     (67.6)      (80.4)     (86.4)      (65.1)      (48.4)      (44.1)
     Minority interests                                (2.6)      (7.1)       (7.8)     (16.2)       (9.1)       (7.2)       (8.4)
     Income from continuing operations             $    64.2  $    84.9  $     92.8 $    104.9  $     91.4  $     55.9  $     34.9
                                                                                                                                  
Share Data                                                                                                                        
     Income from continuing operations (excluding                                                                                 
          unusual items and net gains)                  $.80     $  .90       $1.25     $  .72      $  .80        $.75        $.77
     Unusual items and net gains                                    .23       (.04)        .68         .42                   (.31)
     Income from continuing operations                  $.80      $1.13       $1.22      $1.41       $1.22        $.75        $.46
                                                                                                                                  
     Dividends                                         $ .37      $ .33       $ .44      $ .44       $ .40       $ .40       $ .40
                                                                                                                                  
     Common stock price:                                                                                                          
          High                                       $34.625    $30.500     $31.000    $30.875     $29.000     $24.500     $24.000
          Low                                         26.750     23.000      23.000     22.875      22.125      14.750     $13.000
                                                                                                                                  
Other Financial Data                                                                                                              
     EBITDA (see page 31) - excluding divested                                                                                    
          operating units * and unusual items:                                                                                    
          Newspapers                               $   116.0  $   117.3  $    154.9 $    114.1  $    122.8  $    100.8  $    106.7
          Broadcast television                          76.7       77.8       115.8       89.5        81.6        65.9        74.6
          Entertainment                                (5.7)        0.5       (5.3)        4.2         8.5        10.4        10.7
          Corporate                                   (12.2)     (10.7)      (14.8)     (13.0)      (13.4)      (11.7)      (13.8)
          Total **                                     174.9      185.0       250.6      194.7       199.6       165.5       178.2
     Depreciation and amortization of                                                                                             
          intangible assets **                          49.6       43.7        58.9       60.8        64.3        56.2        49.1
     Net cash provided by continuing operations**       57.8      105.2       170.2      142.0       127.0       135.9       154.7
     Investing activity:**                                                                                                        
          Capital expenditures                        (40.8)     (29.2)      (54.0)     (36.8)      (86.9)     (114.2)      (49.1)
          Other (investing)/divesting activity, net   (39.9)       23.4        18.9      105.4        21.9     (127.9)        13.8
     Total assets **                                 1,362.6    1,315.8     1,286.7    1,255.1     1,286.6     1,296.3     1,095.4
     Long-term debt (including current portion)        110.5      137.2       110.4      247.9       441.9       491.8       367.6
     Net debt (including current portion) ***           70.0      137.2       104.7      235.9       440.6       475.2       367.6
     Stockholders' equity                            1,161.0    1,073.7     1,083.5      859.6       733.1       676.6       639.0
     Net debt % of total capitalization                   6%        11%          9%        22%         38%         41%         37%
                                                                                                                                  
*        Refers to operating units sold prior to                                                                              
         September 30, 1995, but does not include cable
         television, which is reported as a discontinued
         business segment.  Because Scripps will receive
         no proceeds from the divestiture of its cable
         television segment, that segment is excluded from
         the Summary of Operations.
**       Excludes cable television.                                                                                            
***      Net debt is defined as long-term debt less                                                                             
         cash equivalents and short-term investments.
                                                                                                                                  
 Note:   Certain amounts may not foot as each is                                                                               
         rounded independently.
</TABLE>
<PAGE>

                     Notes to Selected Financial Data

In the periods presented Scripps acquired and divested the following:
Acquisitions
  1994 -   The remaining 13.9% minority interest in Scripps Howard
           Broadcasting Company ("SHB") in exchange for 4,952,659 shares of
           Scripps Class A Common stock. Cinetel Productions (an independent
           producer of programs for cable television).
  1993 -   Remaining 2.7% minority interest in the Knoxville News-
           Sentinel.  5.7% of the outstanding shares of SHB.
  1992 -   Three daily newspapers in California (including The Monterey
           County Herald in connection with the sale of The Pittsburgh Press).
  1991 -   Baltimore television station WMAR.
  
Divestitures
  1995 -   Watsonville, California, daily newspaper.  No gain or loss was
           realized.
  1993 -   Book publishing; newspapers in Tulare, California, and San
           Juan; Memphis television station; radio stations.  The net gains on
           the divestitures increased net income $46.8 million, $.63 per share.
  1992 -   The Pittsburgh Press; TV Data; certain other investments.  The
           net gains on the divestitures increased net income $45.6 million,
           $.61 per share.

Total operating income included the following unusual items:
  1994 -   Loss on program rights expected be sold as a result of changes
           in television network affiliations.  The loss reduced net income
           $4.9 million, $.07 per share.
  1993 -   Change in estimate of disputed music license fees; gain on the
           sale of certain publishing equipment; a restructuring charge.  The
           net effect of the unusual items reduced net income $0.6 million,
           $.01 per share.
  1992 -   Operating losses of $32.7 million during the Pittsburgh Press
           strike (reported in divested operating units) reduced net income
           $20.2 million; $.27 per share.
  1990 -   Payments to JOA partner related to termination of Knoxville
           JOA.  Net income was reduced $23.7 million, $.31 per share.
  
Net gains and unusual items included the following unusual items:
  1994 -   Sale of worldwide Garfield and U.S. Acres copyrights.  The sale
           resulted in a pre-tax gain of $31.6 million, $17.4 million after-
           tax, $.23 per share.
           Estimated loss on sale of real estate associated with changes in
           television network affiliations; special contribution to a
           charitable foundation; lawsuits associated with divested operating
           units.  These items totaled $16.9 million and combined with the
           estimated change in the tax liability for prior years reduced net
           income $15.1 million, $.20 per share.
1993 -     Received $2.5 million fee in connection with Ogden, Utah,
           newspaper sale.  Combined with the change in the estimate of 
           prior year tax liabilities and the effect of the increase in 
           the federal income tax rate to 35% from 34%, net income was 
           increased $4.8 million, $.06 per share.
1992 -     Write-down of real estate and investments totaled $3.5 million.
           Combined with the adjustment of the tax liability for prior years,
           net income was increased $6.1 million, $.08 per share.
  
  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS
  
On October 28, 1995 The E.W. Scripps Company ("Scripps") and Comcast
Corporation ("Comcast") reached an agreement pursuant to which
Scripps will contribute all of its non-cable television assets to
Scripps Howard, Inc. ("SHI" - a wholly-owned subsidiary of Scripps
and the direct or indirect parent of all of Scripps' operations) and
SHI's cable television system subsidaries ("Scripps Cable") will be
transferred to and held directly by Scripps.  Scripps Cable will
then be acquired by Comcast through a tax-free merger (the "Merger")
with Scripps.  The remaining SHI business will continue as "New
Scripps", which will be distributed in a tax-free "spin-off" to
Scripps shareholders (the "Spin-Off") and thereafter renamed The
E.W. Scripps Company.  The Merger and the Spin-Off are collectively
referred to as the "Transactions."  Upon completion of the
Transactions the separate existence of Scripps will cease.
  
Because Scripps Cable represents an entire business segment that will be
divested, its results are reported as "discontinued operations"  in
Scripps' consolidated financial statements.   Results of the
remaining business segments, including results for divested
operating units within these segments through their dates of sale,
are reported as "continuing operations."
 
Scripps' historical basis in its assets and liabilities will be carried
over to New Scripps. The Transactions will be recorded as a reverse spin
transaction, accordingly New Scripps' results of operations for periods
prior to the consummation of the Transactions will represent the
historical results of operations previously reported by Scripps.
Scripps Cable is excluded from Management's Discussion and Analysis
of Financial Condition and Results of Operations results because
management believes its results are not relevant to understanding
Scripps' ongoing operations.

<PAGE>

Consolidated results of continuing operations were as follows:
  
<TABLE>
<CAPTION>
( in thousands, except per share data )             (Unaudited)                                                                     
                                              For the nine months ended                         For the years ended
                                                     September 30,                                  December 31, 
                                              1995     Change       1994         1994    Change       1993     Change       1992
<S>                                       <C>         <C>      <C>           <C>         <C>      <C>         <C>      <C>
Operating revenues:                                                                                                               
     Newspapers                           $   468,338   6.9 %  $   438,222   $   599,222   9.3 %  $   548,180   8.6 %  $   504,849
     Broadcast television                     211,711   4.6 %      202,445       288,184  13.0 %      254,944   3.1 %      247,225
     Entertainment                             68,964  22.4 %       56,343        73,473 (13.3)%       84,741  (2.8)%       87,209
     Total                                    749,013   7.5 %      697,010       960,879   8.2 %      887,865   5.8 %      839,283
     Divested operating units                     294                2,725         3,716               57,350              178,072
Total operating revenues                  $   749,307   7.1 %  $   699,735   $   964,595   2.1 %  $   945,215  (7.1)%  $ 1,017,355
                                                                                                                                  
Operating income:                                                                                                                 
     Newspapers                           $    88,491  (2.5)%  $    90,776   $   119,759  56.1 %  $    76,701 (13.5)%  $    88,680
     Broadcast television                      57,455  (8.0)%       62,455        94,540  36.9 %       69,071  12.1 %       61,629
     Entertainment                            (7,905)                (752)       (7,083)                3,239 (58.0)%        7,708
     Corporate                               (12,782) (14.6)%     (11,154)      (15,471) (13.5)%     (13,625)   8.9 %     (14,956)
     Total                                    125,259 (11.4)%      141,325       191,745  41.6 %      135,386  (5.4)%      143,061
     Divested operating units                   (130)                 (64)         (220)                7,476             (14,577)
     Unusual items                                                               (7,915)                (900)                     
Total operating income                        125,129 (11.4)%      141,261       183,610  29.3 %      141,962  10.5 %      128,484
Interest expense                              (8,623)             (12,934)      (16,274)             (26,397)             (33,792)
Net gains and unusual items                                         31,621        14,651               94,374               74,483
Miscellaneous, net                              2,603                (387)         (917)              (2,413)              (3,583)
Income taxes                                 (52,285)             (67,597)      (80,441)             (86,387)             (65,145)
Minority interest                             (2,587)              (7,068)       (7,833)             (16,228)              (9,087)
                                                                                                                                  
Income from continuing operations         $    64,237 (24.3)%  $    84,896   $    92,796 (11.5)%  $   104,911  14.8 %  $    91,360
                                                                                                                                  
Per share of common stock:                                                                                                        
     Income from continuing operations          $ .80 (29.2)%        $1.13         $1.22 (13.5)%        $1.41  15.6 %        $1.22
Note Ref.                                                                                                                         
    (i)   Garfield gain                                             ( .23)        ( .23)                                          
   (ii)   Net gains on sales of                                                                                             
              divested operating units                                                                 ( .63)               ( .61) 
  (iii)   TV programs/property write-downs                                           .09                                          
  (iv)    Special charitable contribution                                            .06                                          
   (v)    Change in tax liability                                                    .07               ( .07)               ( .11)
  (vi)    Lawsuits re: divested operating units                                      .05                                          
 (vii)    ASCAP adjustment and other items                                                                .02                     
(viii), (ix)  Pittsburgh strike and write-downs                                                                                .30
                                                                                                                                  
     Adjusted income from continuing operations                                                                                   
         (excluding unusual items and
         net gains)                             $ .80 (11.1)%        $ .90        $ 1.25  73.6 %        $ .72 (10.0)%        $ .80
                                                                                                                                  
 Note:  The sum of the reported income                                                                                        
        per share from continuing operations and
        the per share effect of unusual items
        and net gains may not equal the
        adjusted income per share from
        continuing operations as each is
        computed independently based on the
        weighted average shares outstanding for
        the respective periods.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
( in thousands )                                     (Unaudited)  
                                              For the nine months ended                          For the years ended
                                                    September 30,                                    December 31, 
                                              1995     Change       1994         1994    Change       1993     Change       1992
                                                                                                                                  
Other Financial and Statistical Data -                                                                                            
excluding divested operating units and
unusual items
<S>                                       <C>          <C>     <C>           <C>          <C>     <C>         <C>      <C>    
Total advertising revenues                $   554,420   7.5 %  $   515,654   $   718,864  11.8 %  $   643,269   7.1 %  $   600,406
                                                                                                                                  
Advertising revenues as a percentage of        74.0 %               74.0 %        74.8 %               72.5 %               71.5 %
   total revenues
                                                                                                                                  
EBITDA:                                                                                                                           
     Newspapers                           $   116,009  (1.1)%  $   117,342   $   154,917  35.8 %  $   114,061  (7.1)%  $   122,806
     Broadcast television                      76,710  (1.4)%       77,794       115,829  29.5 %       89,477   9.6 %       81,604
     Entertainment                            (5,680)                  543       (5,344)                4,156 (51.4)%        8,544
     Corporate                               (12,151) (13.5)%     (10,710)      (14,820) (14.0)%     (13,000)   3.0 %     (13,396)
     Total                                $   174,888  (5.5)%  $   184,969   $   250,582  28.7 %  $   194,694  (2.4)%  $   199,558
                                                                                                                                  
Effective income tax rate                      43.9 %               42.4 %        44.4 %               41.6 %               39.3 %
                                                                                                                                  
Weighted average shares outstanding            79,930   6.5 %       75,059        76,246   2.1 %       74,650   0.1 %       74,602
                                                                                                                                  
Total capital expenditures                $    40,792  39.9 %  $    29,150   $    53,951  49.6 %  $    36,073 (56.7)%  $    83,332
</TABLE>


Earnings before interest, income taxes, depreciation, and amortization
("EBITDA") is included in the discussion of segment results because:

    Changes in depreciation and amortization are often unrelated to
    current performance.  Management believes the year-over-year change in
    EBITDA is a more useful measure of year-over-year performance than the
    change in operating income because, combined with information on
    capital spending plans, it is a more reliable indicator of results
    that may be expected in future periods.
 
    Banks and other lenders use EBITDA to determine Scripps' borrowing
    capacity.
   
    Financial analysts use EBITDA to value communications media companies.

    Acquisitions of communications media businesses are based on multiples
    of EBITDA.

EBITDA should not, however, be construed as an alternative measure of the
amount of Scripps' income or cash flows from operating activities.

Operating losses for the nine-month period ended September 30, 1995 and
1994 for HGTV totaled $10,500,000, $6,400,000 after-tax, $.08 per share and
$3,500,000, $1,900,000 after-tax, $.03 per share.  For the full year of
1994 operating losses for HGTV amounted to $7,700,000 and reduced Scripps'
net income by $4,500,000, $.06 per share.

In the third quarter of 1994 Scripps acquired the remaining 13.9% minority
interest in Scripps Howard Broadcasting Company ("SHB") in exchange for
4,952,659 shares of Scripps Class A Common stock.  In 1993 Scripps
purchased 5.7% of the outstanding shares of SHB and the remaining 2.7%
minority interest in the Knoxville News-Sentinel.

The average balance of outstanding debt decreased $64,000,000 in 1995
through September 30, $202,000,000 in 1994 and $101,000,000 in 1993.

The effective income tax rate in all periods is affected by the changes in
estimate of the tax liability for prior years described in (v) below.

<PAGE>

Net gains and unusual items affecting the comparability of Scripps'
reported results of operations include the following:

     (i)  In 1994 Scripps sold its worldwide Garfield and U.S. Acres
          copyrights.  The sale resulted in a pre-tax gain of $31,600,000,
          $17,400,000 after-tax, $.23 per share.

     (ii) Scripps divested the following operations:

          1995 - Newspaper in Watsonville, California.

          1993 - Book publishing; newspapers in Tulare, California, and San
          Juan; Memphis television station; radio stations.

          1992 - The Pittsburgh Press; TV Data; certain other investments.

          The business units referred to above, and any related gains on the
          sales of the business units, are hereinafter referred to as the
          "Divested Operating Units."

          The following items related to Divested Operating Units affected the
          comparability of Scripps' reported results of operations:
   

<TABLE>
<CAPTION>
        ( in thousands, except per share data )                                                                                 
                                                                                                       1993             1992
        <S>                                                                                        <C>               <C>     
        Net gains recognized (before minority                                                                                   
             interests and income taxes)                                                           $    91,900       $    78,000
        Net gains recognized (after minority                                                                                    
             interests and income taxes)                                                                46,800            45,600
        Net gains recognized per share (after minority                                                                          
             interests and income taxes)                                                                 $ .63             $ .61
</TABLE>


        The Herald, a newspaper with a circulation of approximately 37,000 in
        Monterey, California, was acquired on December 31, 1992 in connection
        with the sale of The Pittsburgh Press.

   (iii) In late 1994 and early 1995 Scripps' three television
         stations that had been Fox affiliates changed their network
         affiliation.  In connection with the change certain program rights 
         were expected to be sold at an estimated loss of $7,900,000. Two of the
         stations are constructing new buildings to accommodate expanded local
         news programming, and currently owned real estate will be sold at an
         estimated loss of $2,800,000.  These estimated losses were recorded in
         the fourth quarter of 1994, reducing net income $6,600,000, $.09 per
         share.

    (iv)  In the fourth quarter of 1994 Scripps made a special contribution
          to a charitable foundation that reduced pre-tax income by $8,000,000
          and net income by $4,500,000, $.06 per share.

     (v)  In 1992 management changed its estimate of the tax liability for
          prior years, increasing net income $8,400,000, $.11 per share.  In
          1993 management changed its estimate of the tax basis and lives of
          certain intangible assets.  The resulting change in the estimated tax
          liability for prior years increased net income in 1993 by $5,400,000,
          $.07 per share.  In 1994 the Internal Revenue Service proposed
          adjustments related to those intangible assets.  Based upon the
          proposed adjustments management again changed its estimate of the tax
          liability for prior years, decreasing net income in 1994 by
          $5,300,000, $.07 per share.

    (vi)  In 1994 Scripps accrued an estimate of the ultimate costs of
          certain lawsuits associated with Divested Operating Units. The accrual
          reduced net income by $3,600,000, $.05 per share.

<PAGE>

   (vii)  Other unusual items in 1993 include the following:

          Management changed the estimate of the additional amount of
          copyright fees Scripps would owe when a dispute between the television
          industry and the American Society of Composers, Authors and Publishers
          was resolved.  The adjustment increased operating income $4,300,000
          and net income $2,300,000, $.03 per share.

          Scripps realized a $1,100,000 gain on the sale of certain publishing
          equipment and received a $2,500,000 fee in connection with the sale of
          the Ogden, Utah, Standard Examiner, increasing net income $2,300,000,
          $.03 per share.

          Scripps recorded a $6,300,000 restructuring charge.  The charge
          reduced net income $3,600,000, $.05 per share.

          The federal income tax rate was increased to 35% from 34%.  The effect
          on Scripps' deferred tax liabilities reduced net income $2,300,000,
          $.03 per share.

(viii)    The Pittsburgh Press was not published after May 17, 1992
          due to a strike.  Reported 1992 results include operating losses of
          $32,700,000 and net losses of $20,200,000, $.27 per share, during the
          strike period.  Scripps sold The Pittsburgh Press on December 31, 1992
          (see (ii) above).

  (ix)    In 1992 Scripps reduced the carrying value of certain property
          and investments to estimated realizable value.  The resultant
          $3,500,000 charge reduced net income $2,300,000, $.03 per share.

Operating results, excluding the Divested Operating Units and unusual items
described above, for each of Scripps' business segments are presented on
the following pages. The effects of the foregoing unusual items and the
Divested Operations are excluded from the segment operating results because
management believes they are not relevant to understanding Scripps' ongoing
operations.

<PAGE>

NEWSPAPERS - Operating results for the newspaper segment, excluding
Divested Operating Units and unusual items, were as follows:

<TABLE>
<CAPTION>

(in thousands, except newsprint information)        (Unaudited)                                                                     
                                             For the nine months ended                         For the years ended
                                                   September 30,                                   December 31,
                                              1995     Change       1994         1994    Change       1993     Change       1992
<S>                                       <C>          <C>     <C>           <C>         <C>      <C>         <C>      <C>    
Operating revenues:                                                                                                               
     Local                                $   141,270   4.4 %  $   135,328   $   190,147   7.4 %  $   177,028   5.2 %  $   168,286
     Classified                               136,146  11.3 %      122,272       161,835  14.0 %      141,994  16.3 %      122,081
     National                                  12,014   3.1 %       11,653        15,595  30.0 %       11,999  (0.8)%       12,094
     Preprint                                  47,576   8.2 %       43,956        63,103  10.1 %       57,304  13.0 %       50,720
                                                                                                                                  
     Newspaper advertising                    337,006   7.6 %      313,209       430,680  10.9 %      388,325  10.0 %      353,181
     Circulation                               93,192   6.9 %       87,173       116,117   3.3 %      112,393   9.5 %      102,679
     Joint operating agency distributions      31,732  (1.0)%       32,064        44,151  14.2 %       38,647  (3.4)%       40,018
     Other                                      6,408  10.9 %        5,776         8,274  (6.1)%        8,815  (1.7)%        8,971
                                                                                                                                  
Total operating revenues                      468,338   6.9 %      438,222       599,222   9.3 %      548,180   8.6 %      504,849
                                                                                                                                  
Operating expenses:                                                                                                               
     Employee compensation and benefits       164,177   1.3 %      162,064       217,806  (1.1)%      220,176  11.2 %      197,961
     Newsprint and ink                         88,235  33.4 %       66,130        93,815   9.5 %       85,671   9.2 %       78,454
     Other                                     99,917   7.8 %       92,686       132,684   3.4 %      128,272  21.4 %      105,628
     Depreciation and amortization             27,518   3.6 %       26,566        35,158  (5.9)%       37,360   9.5 %       34,126
                                                                                                                                  
Total operating expenses                      379,847   9.3 %      347,446       479,463   1.7 %      471,479  13.3 %      416,169
                                                                                                                                  
Operating income                          $    88,491  (2.5)%  $    90,776   $   119,759  56.1 %  $    76,701 (13.5)%  $    88,680
                                                                                                                                  
Other Financial and Statistical Data:                                                                                             
                                                                                                                                  
Earnings before interest, income taxes,                                                                                           
     depreciation, and amortization       $   116,009  (1.1)%  $   117,342   $   154,917  35.8 %  $   114,061  (7.1)%  $   122,806
     ("EBITDA")
                                                                                                                                  
Percent of operating revenues:                                                                                                    
    Operating income                           18.9 %               20.7 %        20.0 %               14.0 %               17.6 %
    EBITDA                                     24.8 %               26.8 %        25.9 %               20.8 %               24.3 %
                                                                                                                                  
Capital expenditures                      $    14,696  11.2 %  $    13,214   $    21,225 (12.5)%  $    24,250 (67.0)%  $    73,392
                                                                                                                                  
Advertising inches:                                                                                                               
     Local                                      4,883  (1.5)%        4,955         7,180   8.5 %        6,618  (5.7)%        7,016
     Classified                                 8,119   2.9 %        7,893        10,889  11.7 %        9,750  10.6 %        8,817
     National                                     242   3.0 %          235           358  26.5 %          283  (9.0)%          311
                                                                                                                                  
     Total full run ROP                        13,244   1.2 %       13,083        18,427  10.7 %       16,651   3.1 %       16,144
</TABLE>


Advertising revenue in the nine months ended September 30, 1995 increased
primarily due to higher advertising rates.  Increased advertising volume
and higher rates led to increases in advertising revenues at all of
Scripps' newspapers in 1994.  Operating revenues and expenses in 1993 were
boosted by the fourth-quarter-1992 acquisition of three California daily
newspapers.

Because the supply of newsprint exceeded demand, its price generally
declined from 1988 through August 1992.  Since the first quarter of 1994
prices have increased sharply.  Newsprint consumption decreased 4% in the
first nine months of 1995, however the average price of newsprint increased
40% compared to the average price in the first nine months of 1994.

Depreciation expense for 1992 includes a charge of $5,500,000 to reduce the
book value of certain equipment to estimated net realizable value.

Capital expenditures in 1992 included construction of the new production
facility in Denver.

<PAGE>

BROADCAST TELEVISION - Operating results for the broadcast television
segment, excluding Divested Operating Units and unusual items, were as
follows:

<TABLE>
<CAPTION>
( in thousands )                                    (Unaudited)                                                                     
                                              For the nine months ended                        For the years ended
                                                    September 30,                                  December 31,
                                              1995    Change       1994           1994   Change        1993   Change        1992  
<S>                                       <C>         <C>      <C>           <C>         <C>      <C> <C>      <C>     <C>    
Operating revenues:                                                                                                               
     Local                                $   108,199   4.9 %  $   103,124   $   142,491   9.1 %  $   130,603   8.7 %  $   120,148
     National                                  91,090   3.8 %       87,768       122,668   7.1 %      114,558   4.9 %      109,204
     Political                                    758                5,121        14,291                1,344                8,836
     Other                                     11,664  81.3 %        6,432         8,734   3.5 %        8,439  (6.6)%        9,037
                                                                                                                                  
Total operating revenues                      211,711   4.6 %      202,445       288,184  13.0 %      254,944   3.1 %      247,225
                                                                                                                                  
Operating expenses:                                                                                                               
     Employee compensation and benefits        66,666  21.2 %       55,015        76,535   9.0 %       70,213   5.1 %       66,814
     Program rights                            31,488 (16.3)%       37,603        48,759  (9.1)%       53,621  (7.5)%       57,992
     Other                                     36,847  15.0 %       32,033        47,061  13.0 %       41,633   2.0 %       40,815
     Depreciation and amortization             19,255  25.5 %       15,339        21,289   4.3 %       20,406   2.2 %       19,975
                                                                                                                                  
Total operating expenses                      154,256  10.2 %      139,990       193,644   4.2 %      185,873   0.1 %      185,596
                                                                                                                                  
Operating income                          $    57,455  (8.0)%  $    62,455   $    94,540  36.9 %  $    69,071  12.1 %  $    61,629
                                                                                                                                  
Other Financial and Statistical Data:                                                                                             
                                                                                                                                  
Earnings before interest, income taxes,                                                                                           
     depreciation, and amortization       $    76,710  (1.4)%  $    77,794   $   115,829  29.5 %  $    89,477   9.6 %  $    81,604
     ("EBITDA")
                                                                                                                                  
Percent of operating revenues:                                                                                                    
    Operating income                           27.1 %               30.9 %        32.8 %               27.1 %               24.9 %
    EBITDA                                     36.2 %               38.4 %        40.2 %               35.1 %               33.0 %
                                                                                                                                  
Capital expenditures                      $    15,042  16.2 %  $    12,940   $    23,532 154.9 %  $     9,234  32.9 %  $     6,948
</TABLE>


In 1995 Scripps' Cincinnati station signed an agreement to change to ABC
from CBS.  In 1994 Scripps negotiated 10-year affiliation agreements with
ABC to replace Fox affiliations at its Phoenix and Tampa stations and
changed its Kansas City station's affiliation from Fox to NBC.  Also in
1994, Scripps signed an agreement to change its Baltimore station's
affiliation to ABC from NBC in January 1995 and to extend the ABC
affiliation agreements at the Cleveland and Detroit television stations.

Increased demand for advertising time led to increased EBITDA at all the
television stations in 1994.  Demand for local and national advertising
moderated at Scripps' television stations in the first nine months of 1995.
Revenue in the fourth quarter of 1995 is expected to decrease versus the
fourth quarter of 1994 as the 1994 period included substantial political
advertising.

The increase in other revenue in the 1995 nine month period is primarily
due to the new and extended affiliation agreements with ABC.  The increase
in employee costs, other operating expenses, depreciation and amortization,
and capital expenditures in 1994 and in the first nine months of 1995 is
due primarily to Scripps' expanded schedules of local news programs at the
former Fox affiliates.  The decrease in program rights expense is due to
the availability of more network programming at the former Fox affiliates.

Program rights decreased in 1994 because the Baltimore station no longer
carried Orioles baseball games.  Program rights decreased in 1993 as
several syndicated programs previously aired by Scripps' stations were
replaced with less-costly programs.

Depreciation and amortization in the 1995 nine month period also increased
as a result of the acquisition of the remaining minority interest in SHB.

<PAGE>

ENTERTAINMENT - Operating results for the entertainment segment, excluding
unusual items, were as follows:

<TABLE>
<CAPTION>
( in thousands )                                    (Unaudited)                                                                     
                                              For the nine months ended                        For the years ended 
                                                    September 30,                                   December 31,
                                              1995     Change       1994         1994    Change       1993     Change       1992
<S>                                       <C>         <C>      <C>           <C>         <C>      <C>         <C>      <C>     
Operating revenues:                                                                                                               
     Licensing                            $    38,682   1.7 %  $    38,054   $    49,236 (10.6)%  $    55,083  (3.6)%  $    57,136
     Syndication of comics and features        13,613   0.5 %       13,545        17,998  (4.3)%       18,814  (1.0)%       19,013
     Film and television production             8,921 101.7 %        4,422         5,725 (46.8)%       10,757  (2.7)%       11,060
     Other                                      7,748                  322           514                   87                     
                                                                                                                                  
Total operating revenues                       68,964  22.4 %       56,343        73,473 (13.3)%       84,741  (2.8)%       87,209
                                                                                                                                  
Operating expenses:                                                                                                               
     Employee compensation and benefits        14,603  47.2 %        9,920        14,040   1.4 %       13,849   1.4 %       13,656
     Artists' royalties                        26,663   1.1 %       26,360        34,668  (5.3)%       36,592  (2.0)%       37,346
     Production costs                          10,662                2,712         3,408 (57.4)%        7,993  (3.3)%        8,267
     Other                                     22,716  35.1 %       16,808        26,701  20.5 %       22,151  14.2 %       19,396
     Depreciation and amortization              2,225  71.8 %        1,295         1,739  89.6 %          917   9.7 %          836
                                                                                                                                  
Total operating expenses                       76,869  34.6 %       57,095        80,556  (1.2)%       81,502   2.5 %       79,501
                                                                                                                                  
Operating income (loss)                   $   (7,905)          $     (752)   $   (7,083)          $     3,239 (58.0)%  $     7,708
                                                                                                                                  
Other Financial and Statistical Data:                                                                                             
                                                                                                                                  
Earnings before interest,                                                                                                         
      income taxes, depreciation,                                                                                                 
      and amortization ("EBITDA")         $   (5,680)          $       543   $   (5,344)          $     4,156 (51.4)%  $     8,544
                                                                                                                                  
Percent of operating revenues:                                                                                                    
    Operating income (loss)                   (11.5)%               (1.3)%        (9.6)%                3.8 %                8.8 %
    EBITDA                                     (8.2)%                1.0 %        (7.3)%                4.9 %                9.8 %
                                                                                                                                  
Capital expenditures                      $     9,549          $     2,581   $     7,989          $       981          $       297
</TABLE>


HGTV, a 24-hour cable television network, was launched on December 30,
1994.  Scripps expects to invest an additional $45,000,000 in HGTV in the
next three years, including capital expenditures and pre-tax operating
losses.  Operating losses for HGTV for the nine-months ended 1995 and 1994
totaled $10,500,000 and $3,500,000.  Operating losses for HGTV amounted to
$7,700,000 for the year ended December 31, 1994.

Scripps acquired Cinetel Productions in Knoxville, Tennessee, on March 31,
1994.  Cinetel is one of the largest independent producers of programs for
cable television.  Cinetel's results of operations are included in the
Entertainment segment from the date of acquisition.  SHP began operations
in 1993 and began selling programs in 1995.

In 1994 Scripps completed the sale of its Garfield and U.S. Acres
copyrights, resulting in the decrease in licensing and syndication
revenues.  Film and television revenues prior to 1994 primarily relate to
Garfield.

Excluding Garfield, domestic licensing revenues increased 12% in the 1995
nine month period and 7.6% for the full year of 1994.  Foreign licensing
revenues increased 21% in 1995 and were flat in 1994.  In Japan, which
accounts for approximately 70% of foreign licensing revenue and 47% of
total licensing revenue, revenues in local currency decreased 6% in 1995,
8% in 1994 and 12% in 1993.  The change in the exchange rate for the
Japanese yen increased licensing revenues $1,900,000 in 1995, $1,600,000 in
1994 and $2,700,000 in 1993.

Capital expenditures in 1995 and 1994 primarily relate to the launch of
HGTV.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash flow provided by continuing operating activities for the nine months
ended September 30 was $57,800,000 in 1995 compared to $105,200,000 in
1994.  Payment of income taxes related to the settlement with the Internal
Revenue Service of the audits of the 1985 through 1987 federal income tax
returns caused the decrease.  For the full year of 1994 cash flow from
operating activities for continuing operations was  $170,200,000 compared
to $142,000,000 in 1993.

Scripps expects to finance its capital requirements and investments in HGTV
primarily through cash flow from operations.

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders,
The E.W. Scripps Company:


We have audited the accompanying consolidated balance sheets of The E.W.
Scripps Company and subsidiary companies as of December 31, 1994 and 1993,
and the related consolidated statements of income, stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1994.  Our audits also included the financial statement schedule listed in 
the Index at Item E-1.  These financial statements and financial statement
schedule are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on the financial statements and
financial statement schedule 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, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 1994
and 1993, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1994 in conformity with 
generally accepted accounting principles.  Also, in our opinion, such 
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all 
material respects the information set forth therein.     

As discussed in Note 1 to the consolidated financial statements, as of
December 31, 1993 the Company changed its method of accounting for certain
investments to conform with Statement of Financial Accounting Standards No.
115.

As discussed in Note 1 to the consolidated financial statements, in 1992
the Company changed its method of accounting for postretirement benefits
other than pensions to conform with Statement of Financial Accounting
Standards No. 106.






DELOITTE & TOUCHE LLP
Cincinnati, Ohio
January 23, 1995 (December 27, 1995 as to Notes 1 and 12)

<PAGE>

<TABLE>
THE E.W. SCRIPPS COMPANY                                                                                                      
CONSOLIDATED BALANCE SHEETS                                                                                                   
<CAPTION>
( in thousands )                                                              (Unaudited)                                
                                                                                 As of                        As of      
                                                                             September 30,                 December 31,       
                                                                                  1995                 1994            1993
<S>                                                                         <C>                  <C>             <C>    
ASSETS                                                                                                                   
Current Assets:                                                                                                               
     Cash and cash equivalents                                              $      14,579        $      16,609   $      18,606
     Short-term investments                                                        38,000                                     
     Accounts and notes receivable (less allowances - $4,022, $4,538,             142,555              146,003         142,821
        and $5,728)
     Program rights and production costs                                           46,199               35,073          42,823
     Refundable income taxes                                                       23,255               25,214                
     Inventories                                                                   16,476               11,768           9,369
     Deferred income taxes                                                         18,350               16,606          13,201
     Net assets of discontinued operations                                        305,760                                     
     Miscellaneous                                                                 20,796               16,821          15,685
     Total current assets                                                         625,970              268,094         242,505
                                                                                                                              
Net assets of discontinued operations                                                                  322,737         329,899
                                                                                                                              
Investments                                                                        52,108               34,879          79,765
                                                                                                                              
Property, Plant, and Equipment                                                    424,493              419,534         412,220
                                                                                                                              
Goodwill and Other Intangible Assets                                              500,704              514,396         467,694
                                                                                                                              
Other Assets:                                                                                                                 
     Program rights and production costs (less current portion)                    55,577               38,779          43,257
     Miscellaneous                                                                  9,551               11,005           9,656
     Total other assets                                                            65,128               49,784          52,913
                                                                                                                              
TOTAL ASSETS                                                                $   1,668,403        $   1,609,424   $   1,584,996
                                                                                                                              
See notes to consolidated financial statements.                                                                               
</TABLE>
<PAGE>


<TABLE>
THE E.W. SCRIPPS COMPANY                                                                                                      
CONSOLIDATED BALANCE SHEETS                                                                                                   
<CAPTION>
( in thousands, except share data )                                           (Unaudited)                                
                                                                                 As of                       As of      
                                                                               September 30,               December 31,       
                                                                                  1995                 1994            1993
<S>                                                                         <C>                  <C>           <C>      
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                          
Current Liabilities:                                                                                                          
    Current portion of long-term debt                                       $      47,043                      $        96,383
    Accounts payable                                                               80,868        $     123,120          71,624
    Customer deposits and unearned revenue                                         20,847               20,757          16,475
    Accrued liabilities:                                                                                                      
        Employee compensation and benefits                                         29,924               31,372          31,362
        Artist and author royalties                                                 9,277                8,177          10,985
        Interest                                                                    2,297                1,999           2,834
        Income taxes                                                                2,345                2,507           7,763
        Miscellaneous                                                              39,617               43,437          33,460
    Total current liabilities                                                     232,218              231,369         270,886
                                                                                                                              
Deferred Income Taxes                                                              78,806               67,876         106,107
                                                                                                                              
Long-Term Debt (less current portion)                                              63,461              110,431         151,535

                                                                                                                              
Other Long-Term Obligations and Minority Interests                                132,871              116,280         196,833
                                                                                                                              
Stockholders' Equity:                                                                                                         
    Preferred stock, $.01 par - authorized:  25,000,000 shares; none                                                          
        outstanding
    Common stock, $.01 par:                                                                                                   
        Class A - authorized:  120,000,000 shares;  issued and                                                                
          outstanding:  1995 -
          60,028,980 shares; 1994 - 59,671,242 shares; and 1993 -                                                   
          54,586,495 shares                                                           600                  597             546
        Voting - authorized:  30,000,000 shares; issued and                                                                   
          outstanding:  1995 - 19,990,833 shares; 1994 and 1993 -                                                    
          20,174,833 shares                                                           200                  202             202
    Total                                                                             800                  799             748
    Additional paid-in capital                                                    252,655              248,098          97,945
    Retained earnings                                                             886,515              823,204         733,978
    Unrealized gains on securities available for sale                              21,997               12,518          27,381
    Unvested restricted stock awards                                              (1,823)              (2,036)         (1,009)
    Foreign currency translation adjustment                                           903                  885             592
    Total stockholders' equity                                                  1,161,047            1,083,468         859,635
                                                                                                                              
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $   1,668,403        $   1,609,424   $   1,584,996
                                                                                                                              
See notes to consolidated financial statements.                                                                               
</TABLE>
<PAGE>

<TABLE>
THE E.W. SCRIPPS COMPANY                                                                                                        
CONSOLIDATED STATEMENTS OF INCOME                                                                                               
<CAPTION>
( in thousands, except per share data )                                  (Unaudited)  
                                                                   For the nine months ended            For the years ended
                                                                       September 30,                        December 31,  
                                                                    1995          1994          1994          1993       1992
<S>                                                             <C>          <C>            <C>          <C>         <C>
Operating Revenues:                                                                                                             
    Advertising                                                 $   337,234  $   315,301    $   433,551  $   401,247 $   432,799
    Circulation                                                      93,242       87,598        116,684      116,413     123,375
    Other newspaper revenue                                          38,156       38,048         52,703       50,394      52,513
    Total newspapers                                                468,632      440,947        602,938      568,054     608,687
    Broadcasting                                                    211,711      202,445        288,184      284,294     277,287
    Entertainment                                                    68,964       56,343         73,473       84,741      87,209
    Other                                                                                                      8,126      44,172
    Total operating revenues                                        749,307      699,735        964,595      945,215   1,017,355
                                                                                                                                
Operating Expenses:                                                                                                             
    Employee compensation and benefits                              252,914      234,488        318,629      336,609     378,758
    Newsprint and ink                                                88,260       66,374         94,160       89,062      90,044
    Program rights and production costs                              42,150       40,315         60,082       63,731      68,367
    Other operating expenses                                        191,222      173,563        249,178      253,002     287,353
    Depreciation                                                     34,477       29,823         40,040       41,089      44,172
    Amortization of intangible assets                                15,155       13,911         18,896       19,760      20,177
    Total operating expenses                                        624,178      558,474        780,985      803,253     888,871
                                                                                                                                
Operating Income                                                    125,129      141,261        183,610      141,962     128,484
                                                                                                                                
Other Credits (Charges):                                                                                                        
    Interest expense                                                (8,623)     (12,934)       (16,274)     (26,397)    (33,792)
    Net gains and unusual items                                                   31,621         14,651       94,374      74,483
    Miscellaneous, net                                                2,603        (387)          (917)      (2,413)     (3,583)
    Net other credits (charges)                                     (6,020)       18,300        (2,540)       65,564      37,108
                                                                                                                                
Income from Continuing Operations                                                                                               
    Before Taxes and Minority Interests                             119,109      159,561        181,070      207,526     165,592
Provision for Income Taxes                                           52,285       67,597         80,441       86,387      65,145
                                                                                                                                
Income from Continuing Operations                                                                                               
    Before Minority Interests                                        66,824       91,964        100,629      121,139     100,447
Minority Interests                                                    2,587        7,068          7,833       16,228       9,087
                                                                                                                                
Income From Continuing Operations                                    64,237       84,896         92,796      104,911      91,360
Income From Discontinued Operations                                  28,650       14,130         29,887       23,775      14,959
Cumulative Effect of Accounting Change - Adoption of                                                                            
    FAS No. 106 (net of deferred income taxes of $15,533)                                                               (22,413)
                                                                                                                                
Net Income                                                      $    92,887  $    99,026    $   122,683  $   128,686 $    83,906
                                                                                                                                
Per Share of Common Stock:                                                                                                      
    Income From Continuing Operations                                  $.80        $1.13          $1.22        $1.41       $1.22
    Income From Discontinued Operations                                 .36          .19            .39          .32         .20
    Cumulative Effect of Accounting Change                                                                                 (.30)
                                                                                                                                
    Net Income                                                        $1.16        $1.32          $1.61        $1.72       $1.12
                                                                                                                                
 Note:  The sum of the income per share amounts may not equal                                                              
        the net income per share amount as each is computed
        independently based on the weighted average shares
        outstanding.
                                                                                                                                
See notes to consolidated financial statements.                                                                                 
</TABLE>
<PAGE> 


<TABLE>
THE E.W. SCRIPPS COMPANY                                                                                                        
CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                                           
<CAPTION>
( in thousands, except share data )                                   Nine months ended 
                                                                       September 30,               Years ended December 31,
                                                                    1995          1994          1994          1993       1992
<S>                                                             <C>          <C>            <C>          <C>         <C>
Cash Flows from Operating Activities:                                                                                           
Income from continuing operations                               $    64,237  $    84,896    $    92,796  $   104,911 $    91,360
Adjustments to reconcile income from continuing operations                                                                      
      to net cash flows from continuing operating activities:                                                                   
      Depreciation and amortization                                  49,632       43,734         58,936       60,849      64,349
      Deferred income taxes                                           4,462        6,719          2,400       41,174      21,386
      Minority interests in income of subsidiary companies            2,587        7,068          7,833       16,228       9,087
      Net gains and unusual items                                               (31,621)        (1,109)     (91,878)    (77,990)
      Changes in certain working capital accounts, net of                                                                       
         effects from subsidiary companies purchased and sold      (71,099)     (12,232)          9,040          315      11,230
      Miscellaneous, net                                              7,997        6,685            337       10,424       7,583
Net cash provided by continuing operating activities                 57,816      105,249        170,233      142,023     127,005
                                                                                                                                
Income from discontinued operations                                  28,650       14,130         29,887       23,775      14,959
Adjustment to derive cash flows from discontinued operating          53,928       47,717         48,737       59,754      61,156
activities:
Net cash provided by discontinued operating activities               82,578       61,847         78,624       83,529      76,115
                                                                                                                                
Net operating activities                                            140,394      167,096        248,857      225,552     203,120
                                                                                                                                
Cash Flows from Investing Activities:                                                                                           
Additions to property, plant, and equipment                        (40,792)     (29,151)       (53,952)     (36,845)    (86,919)
Purchase of subsidiary companies and investments                   (44,270)     (27,561)       (32,389)     (41,459)    (16,646)
Sale of subsidiary companies, copyrights, and investments             2,729       47,591         47,592      140,538      36,966
Miscellaneous, net                                                    1,621        3,332          3,659        6,398       1,595
Net cash provided by (used in) investing activities of             (80,712)      (5,789)       (35,090)       68,632    (65,004)
continuing operations
Net cash provided by (used in) investing activities of             (29,028)     (29,075)       (40,496)     (64,007)    (61,117)
discontinued cable operations
Net investing activities                                          (109,740)     (34,864)       (75,586)        4,625   (126,121)
                                                                                                                                
Cash Flows from Financing Activities:                                                                                           
Increase in long-term debt                                                                                                50,500
Payments on long-term debt                                             (38)    (111,038)      (137,885)    (194,015)   (100,602)
Dividends paid                                                     (29,576)     (24,679)       (33,457)     (32,847)    (29,841)
Dividends paid to minority interests                                (1,274)      (2,655)        (3,817)      (4,189)     (4,489)
Miscellaneous, net                                                      704        1,284          1,649        1,998       (538)
Net cash provided by (used in) financing activities of                                                          
continuing operations                                              (30,184)    (137,088)      (173,510)    (229,053)    (84,970)
Net cash provided by (used in) financing activities of              (2,500)      (1,045)        (1,758)      (1,494)       (153)
discontinued cable operations
Net financing activities                                           (32,684)    (138,133)      (175,268)    (230,547)    (85,123)
                                                                                                                                
Increase (Decrease) in Cash and Cash Equivalents                    (2,030)      (5,901)        (1,997)        (370)     (8,124)
                                                                                                                                
Cash and Cash Equivalents:                                                                                                      
Beginning of year                                                    16,609       18,606         18,606       18,976      27,100
                                                                                                                                
End of period                                                   $    14,579  $    12,705    $    16,609  $    18,606 $    18,976
                                                                                                                                
                                                                                                                                
Supplemental Cash Flow Disclosures:                                                                                             
   Acquisition of remaining minority interest in Scripps                                                                        
         Howard Broadcasting
         Company in exchange for 4,952,659 shares of Class A                 $   146,724    $   146,724                         
         Common stock
   Interest paid, excluding amounts capitalized                 $     8,325       13,586         17,109  $    32,123 $    36,109
   Income taxes paid                                                 51,422       67,580        127,009       44,962      34,940
   Increase in program rights and related liabilities                75,373       32,746         30,685       51,614      48,251
   Received in the sale of The Pittsburgh Press:                                                                                
        Net tangible assets of The Monterey County Herald                                                                 20,375
        Pittsburgh Post-Gazette preferred stock                                                                           14,000
                                                                                                                                
See notes to consolidated financial statements.                                                                                 
</TABLE>

<PAGE>

<TABLE>
THE E.W. SCRIPPS COMPANY                                                                                                         
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                                                                  
<CAPTION>
( in thousands, except share data )                                                         Unrealized                           
                                                                                             Gains on    Unvested      Foreign   
                                                                   Additional               Securities   Restricted     Currency  
                                                         Common      Paid-in     Retained    Available     Stock     Translation 
                                                         Stock       Capital     Earnings    for Sale     Awards      Adjustment 
<S>                                                   <C>        <C>          <C>         <C>          <C>         <C>          
As of December 31, 1991                               $      746 $     92,351 $   584,074              $     (851) $         274 
Net income                                                                         83,906                                        
Dividends:  declared and paid - $.40 per share                                   (29,841)                                        
Class A Common shares issued pursuant to                                                                                         
    compensation plans, net:                                                                                                     
    86,164 shares issued, 3,500 shares forfeited,                       2,015                                (373)               
Amortization of restricted stock awards                                                                        708               
Foreign currency translation adjustment                                                                                       95 
                                                                                                                                 
As of December 31, 1992                                      746       94,366     638,139                    (516)           369 
Net income                                                                        128,686                                        
Dividends:  declared and paid - $.44 per share                                   (32,847)                                        
Class A Common shares issued pursuant to                                                                                         
    compensation plans, net:                                                                                                     
    165,775 shares issued, 4,270 shares forfeited,                                                                               
    and 17,071 shares  repurchased                             2        3,054                                (817)               
Tax benefits on compensation plans                                        525                                                    
Amortization of restricted stock awards                                                                        324               
Foreign currency translation adjustment                                                                                      223 
Adoption of FAS No. 115, net of                                                                                                  
    deferred income tax of $14,744                                                        $     27,381                           
                                                                                                                                 
As of December 31, 1993                                      748       97,945     733,978       27,381     (1,009)           592 
Net income                                                                        122,683                                        
Dividends:  declared and paid - $.44 per share                                   (33,457)                                        
Acquisition of minority interest in Scripps Howard                                                                               
    Broadcasting Company in exchange for                                                                                         
    4,952,659 shares of Class A Common stock                  49      146,675                                                    
Class A Common shares issued pursuant to                                                                                         
    compensation plans:                                                                                                          
    140,025 shares issued,  2,810 shares forfeited,                                                                              
    and 5,127 shares repurchased                               2        3,226                              (1,527)               
Tax benefits on compensation plans                                        252                                                    
Amortization of restricted stock awards                                                                        500               
Foreign currency translation adjustment                                                                                      293 
Increase (decrease) in unrealized gains                                                                                          
    on securities available for sale, net                                                                                        
    of deferred income tax of $7,992                                                          (14,863)                           
                                                                                                                                 
As of December 31, 1994                                      799      248,098     823,204       12,518     (2,036)           885 
Net income                                                                         92,887                                        
Dividends:  declared and paid - $.37 per share                                   (29,576)                                        
Conversion of 184,000 Voting common shares                                                                                       
    to 184,000 Class A common shares                                                                                             
Class A Common shares issued pursuant to                                                                                         
    compensation plans:                                                                                                          
    191,750 shares issued,  1,250 shares forfeited,                                                                              
    and 16,762 shares repurchased                              1        3,950                                (538)               
Tax benefits on compensation plans                                        607                                                    
Amortization of restricted stock awards                                                                        751               
Foreign currency translation adjustment                                                                                       18 
Increase (decrease) in unrealized gains                                                                                          
    on securities available for sale, net                                                                                        
    of deferred income tax of $5,104                                                             9,479                           
                                                                                                                                 
As of September 30, 1995                              $      800 $    252,655 $   886,515 $     21,997 $   (1,823) $         903 
                                                                                                                                 
See notes to consolidated financial statements.                                                                                  
</TABLE>

<PAGE>

THE E.W. SCRIPPS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Proposed Transaction - On October 28, 1995 The E.W. Scripps Company
("Scripps") and Comcast Corporation ("Comcast") reached an agreement
pursuant to which Scripps will contribute all of its non-cable television
assets to Scripps Howard, Inc. ("SHI" - a wholly-owned subsidiary of
Scripps and the direct or indirect parent of all of Scripps' operations)
and SHI's cable television system subsidiaries ("Scripps Cable") will be
transferred to and held directly by Scripps.  Scripps Cable will then be
acquired by Comcast through a tax-free merger (the "Merger") with Scripps.
The remaining SHI business will continue as "New Scripps", which will be
distributed in a tax-free "spin-off" to Scripps shareholders (the "Spin-
Off") and thereafter renamed The E.W. Scripps Company.  The Merger and the
Spin-Off are collectively referred to as the "Transactions."  Upon
completion of the Transactions the separate existence of Scripps will
cease.  Scripps' historical basis in its assets and liabilities will be
carried over to New Scripps.  The Transaction will be recorded as a reverse-
spin transaction, accordingly New Scripps' results of operations for
periods prior to the consummation of the Transactions will represent the
historical results previously reported by Scripps.

The closing date of the Transactions is expected to be in the latter part
of 1996 subject to regulatory approvals and certain other conditions.
Controlling shareholders in Scripps and Comcast have agreed to vote in
favor of the Merger.

Because Scripps Cable represents an entire business segment that will be
divested, its results are reported as "discontinued operations" for all
periods presented.  See Note 12.  Results of the remaining business
segments, including results for divested operating units within these
segments through their dates of sale, are reported as "continuing
operations."

Nature of Operations - Scripps publishes daily newspapers in fifteen
markets, operates local television stations in nine markets, and its
entertainment division primarily produces television programming and
licenses comic characters.  The relative importance of each line of
business is indicated in the Segment Information presented in Note 9.

The newspaper and television operations are diversified geographically and
Scripps has a diverse customer base.  More than 70% of Scripps' operating
revenues are derived from advertising, and as a result operating results
can be affected by changes in the demand for advertising nationally and in
Scripps' local markets.

Scripps grants credit to substantially all of its customers.  Management
believes bad debt losses resulting from default by a single customer, or
defaults by customers in any depressed region or business sector, would not
have a material effect on Scripps' financial position.

Unaudited Interim Financial Statements - The combined financial statements
as of September 30, 1995 and for the nine months ended September 30, 1995
and 1994 are unaudited.  In management's opinion the interim financial
statements include all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of the financial position
and results of operations and cash flows for these periods.

The results for the interim periods are not necessarily indicative of the
results that may be expected for the full year.

Use of Estimates - Preparation of the financial statements requires the use
of estimates.  Scripps' financial statements include estimates for such
items as income taxes payable and self-insured risks.  Self-insured risks
are primarily employee medical costs and disability income, workers'
compensation, and general liability.  The recorded liability for self-
insured risks is not discounted.   Management does not believe it is likely
that its estimates for such items will change materially in the near term.

Consolidation - The consolidated financial statements include the accounts
of Scripps and its majority-owned subsidiary companies.

Program Rights and Production Costs - Program rights are recorded at the
time such programs become available for broadcast. Amortization is computed
using the straight-line method based on the license period or based on
usage, whichever yields the greater accumulated amortization for each
program.  The liability for program rights is not discounted for imputed
interest.

Production costs represent costs incurred in the production of programming
for distribution.  Amortization of capitalized costs is based on the
percentage of current period revenues to anticipated total revenues for
each program.

<PAGE>

Program and production costs are stated at the lower of unamortized cost or
fair value.  The portion of the unamortized balance expected to be
amortized within one year is classified as a current asset.

Estimated fair values (which are based on current rates available to
Scripps for debt of the same remaining maturity) and the carrying amounts
of Scripps' program rights liabilities were as follows:

<TABLE>
<CAPTION>
( in thousands )                                                              (Unaudited)                                     
                                                                                 As of                        As of            
                                                                               September 30,               December 31,            
                                                                                  1995                 1994            1993
<S>                                                                         <C>                  <C>             <C>    
Liabilities for programs available for broadcast:                                                                             
     Carrying amount                                                        $      78,700        $      48,300   $      64,300
     Fair value                                                                    70,000               42,800          58,700
</TABLE>


Goodwill and Other Intangible Assets - Goodwill and other intangible assets
are stated at the lower of unamortized cost or fair value.  Fair value is
estimated based upon estimated future net cash flows.  An impairment loss
is recognized when the unamortized cost of the asset exceeds the
undiscounted estimated future net cash flows.  Goodwill represents the cost
of acquisitions in excess of tangible assets and identifiable intangible
assets received.  Non-competition agreements are amortized on a straight-
line basis over the terms of the agreements.  Goodwill acquired after
October 1970, customer lists, and other intangible assets are amortized on
a straight-line basis over periods of up to 40 years.  Goodwill acquired
before November 1970 ($6,600,000) is not amortized.

The Financial Accounting Standards Board ("FASB") issued Financial
Accounting Standard ("FAS") No. 121 - Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of in March 1995.
The standard requires that long-lived assets and certain identifiable
intangible assets to be reviewed for impairment and that long-lived assets
to be disposed of be reported at the lower of carrying amount or fair value
less costs to sell.  The standard, which Scripps is required to adopt in
1996, will not have any impact on Scripps' results of operations or
financial position.

Property, Plant, and Equipment - Depreciation is computed using the
straight-line method over estimated useful lives as follows:
  
  Buildings and improvements                            35 years
  Newspaper presses                                     20 years
  Other newspaper production equipment                  5 to 10 years
  Television transmitting towers                        15 years
  Other television and program production equipment     5 to 15 years
  Office and other equipment                            5 to 10 years
  
Interest costs related to major capital projects are capitalized and
classified as property, plant, and equipment.

Income Taxes - Deferred income taxes are provided for temporary differences
between the tax basis and reported amounts of assets and liabilities that
will result in taxable or deductible amounts in future years.  Scripps'
temporary differences primarily result from accelerated depreciation and
amortization for tax purposes and accrued expenses not deductible for tax
purposes until paid.  Also, Scripps received a tax certificate from the
Federal Communications Commission upon the 1993 sale of the Memphis
television and radio stations, enabling Scripps to defer payment of income
taxes on the $60,500,000 tax-basis gain for a minimum of two years.

Investments - Scripps adopted Statement of Financial Accounting Standards
("FAS") No. 115 - Accounting for Certain Investments in Debt and Equity
Securities on December 31, 1993.

Investments in 20%- to 50%-owned companies and in all joint ventures are
accounted for under the equity method.  Investments in other debt and
equity securities are classified as available for sale and are carried at
fair value.  Fair value is determined by reference to quoted market prices
for those or similar securities.  Unrealized gains or losses on those
securities are recognized as a separate component of stockholders' equity.
The cost of securities sold is determined by specific identification.

<PAGE>

Newspaper Joint Operating Agencies - Scripps is currently a party to
newspaper joint operating agencies ("JOAs") in five markets.  A JOA
combines all but the editorial operations of two competing newspapers in a
market.  In each JOA the managing party distributes a portion of JOA
profits to the other party.  Scripps manages the JOA in Evansville.  The
JOAs in Albuquerque, Birmingham, Cincinnati, and El Paso are managed by the
other parties to the JOAs.  Scripps managed the JOA in Pittsburgh prior to
the sale of The Pittsburgh Press.

Scripps includes the full amount of company-managed JOA assets and
liabilities, and revenues earned and expenses incurred in the operation of
the JOA, in the consolidated financial statements.  Distributions of JOA
operating profits to the non-managing party are included in other operating
expenses in the Consolidated Statements of Income.

For JOAs managed by the other party, Scripps includes distributions of JOA
operating profits in operating revenues in the Consolidated Statements of
Income.  Scripps does not include any assets or liabilities of JOAs managed
by other parties in its Consolidated Balance Sheets as Scripps has no
residual interest in the net assets of the JOAs.

Inventories - Inventories are stated at the lower of cost or market.  The
cost of newsprint included in inventory is computed using the last in,
first out ("LIFO") method.  At December 31 newsprint inventories were
approximately 65% of total inventories in 1994 and 62% in 1993.  The cost
of other inventories is computed using the first in, first out ("FIFO")
method.  Inventories would have been $1,200,000 and $200,000 higher at
December 31, 1994 and 1993 if FIFO (which approximates current cost) had
been used to compute the cost of newsprint.

Postemployment Benefits - Scripps adopted FAS No. 106 - Employers'
Accounting for Postretirement Benefits Other Than Pensions in 1992.
Postretirement benefits are recognized during the years that employees
render service.  Other postemployment benefits, such as disability-related
benefits and severance, are recognized when the benefits become payable.

Stock-Based Compensation - The FASB issued FAS No. 123 - Accounting for
Stock-Based Compensation in October 1995.  The standard defines a fair
value based method of accounting for stock-based compensation, but permits
compensation expense to continue to be measured using the intrinsic value
based method previously used.  Scripps intends to continue measuring
compensation expense using the intrinsic value based method and under the
provisions of the standard, which must be adopted in 1996, will be required
to make pro forma disclosures of net income and earnings per share as if
the fair value method had been used.  Pro forma net income and earnings per
share for the nine months ended September 30, 1995 have not been
quantified.

Cash and Cash Equivalents - Cash and cash equivalents represent cash on
hand, bank deposits, and highly liquid debt instruments with an original
maturity of up to three months.  Cash equivalents are stated at cost plus
accrued interest, which approximates fair value.

Short-term Investments - Short-term investments represent excess cash
invested in securities not meeting the criteria to be classified as cash
equivalents.  Short-term investments primarily consist of preferred stocks,
and are carried at cost plus accrued dividends, which approximates fair
value.

Net Income Per Share - Net income per share computations are based upon the
weighted average common shares outstanding.  Common stock equivalents in
the form of stock options are excluded from the computations as they have
no material effect on the per share amounts.  Weighted average shares
outstanding were as follows:

<TABLE>
<CAPTION>
( in thousands )                                                         (Unaudited)
                                                                  For the nine months ended              For the years ended
                                                                         September 30,                    December 31,
                                                                    1995          1994          1994          1993       1992
<S>                                                                  <C>          <C>            <C>          <C>         <C>
Weighted average shares outstanding                                  79,930       75,059         76,246       74,650      74,602
</TABLE>
<PAGE> 

2.   ACQUISITIONS AND DIVESTITURES

Acquisitions

1994 - Scripps acquired the remaining 13.9% minority interest in Scripps
Howard Broadcasting Company in exchange for 4,952,659 shares of Class A
Common stock.  Scripps acquired Cinetel Productions (an independent
producer of programs for cable television).

1993 - Scripps acquired the remaining 2.7% minority interest in the
Knoxville News-Sentinel for $2,800,000.  Scripps purchased 5.7% of the
outstanding shares of Scripps Howard Broadcasting Company for $28,900,000.

1992 - Scripps purchased three daily newspapers in California (including
The Herald in connection with the sale of The Pittsburgh Press - see
Note 2B).

The following table presents additional information about the acquisitions:
  
<TABLE>
<CAPTION>
( in thousands )                                                                                                           
                                                                         For the nine months          For the years ended
                                                                         ended September 30,                December 31,
                                                                                  1994          1994          1993       1992
<S>                                                                          <C>            <C>          <C>         <C>     
Goodwill and other intangible assets acquired                                $   105,545    $   108,690  $    19,486 $     7,401
Other assets acquired                                                             14,596         14,596                    7,177
Reduction in minority interests                                                   45,468         45,958       12,287            
Previous interest in acquired newspaper                                                                                  (3,936)
Class A Common stock issued                                                    (146,724)      (146,724)                         
Liabilities assumed and notes issued                                               (899)          (899)                    (603)
                                                                                                                                
Cash paid                                                                         17,986         21,621       31,773      10,039
Net assets of The Herald:                                                                                                       
     Tangible assets                                                                                                      21,602
     Liabilities assumed                                                                                                 (1,227)
                                                                                                                                
Total acquisitions                                                           $    17,986    $    21,621  $    31,773 $    30,414
</TABLE>



The acquisitions have been accounted for as purchases.  The acquired
operations have been included in the Consolidated Statements of Income from
the dates of acquisition.  Pro forma results are not presented because the
combined results of operations would not be significantly different from
the reported amounts.

<PAGE>
  
Divestitures

Scripps divested the following operating units:

1995 - Newspaper in Watsonville, California.

1993 - Book publishing; newspapers in Tulare, California, and San Juan;
Memphis television station; radio stations.

1992 - The Pittsburgh Press; TV Data; certain other investments.

The following table presents additional information about the divestitures:

<TABLE>
<CAPTION>
( in thousands, except per share data )                                                                                         
                                                        For the nine months ended                          For the years ended
                                                                 September 30,                                 December 31,
                                                                    1995                                      1993       1992
<S>                                                             <C>                                      <C>         <C>     
Cash received                                                   $     2,711                              $   140,509 $    36,919
Notes and preferred stock                                                                                                 14,150
Net assets of The Herald:                                                                                                       
     Tangible assets                                                                                                      21,602
     Liabilities assumed                                                                                                 (1,227)
                                                                                                                                
Total proceeds                                                        2,711                                  140,509      71,444
Net assets (liabilities) disposed                                     2,711                                   48,635     (6,539)
                                                                                                                                
Net gains recognized (before minority                                                                                           
     interests and income taxes)                                $         0                              $    91,874 $    77,983
                                                                                                                                
Net gains recognized (after minority                                                                                            
     interests and income taxes)                                                                         $    46,800 $    45,600
                                                                                                                                
Net gains recognized per share (after minority                                                                                  
     interests and income taxes)                                                                               $ .63       $ .61
</TABLE>

Included in net assets (liabilities) disposed in 1992 are pension and other
postretirement benefit obligations totaling $36,500,000.

Included in the consolidated financial statements are the following results
of divested operating units (excluding gains on sales):

<TABLE>
<CAPTION>
( in thousands )                                                                                                                
                                                                For the nine months ended              For the years ended
                                                                       September 30,                        December 31,
                                                                    1995          1994          1994          1993       1992
<S>                                                             <C>          <C>            <C>          <C>         <C>
Operating revenues                                              $       300  $     2,700    $     3,700  $    57,400 $   178,100
Operating income (loss)                                               (100)        (100)          (200)        7,500    (14,600)
</TABLE>

<PAGE>

3.  UNUSUAL CREDITS AND CHARGES
  
1994 - Scripps sold its worldwide Garfield and U.S. Acres copyrights.  The
sale resulted in a pre-tax gain of $31,600,000, $17,400,000 after tax, $.23
per share.

Scripps' three television stations that had been Fox affiliates changed
their network affiliation.  In connection with the change certain program
rights were expected to be sold at an estimated loss of $7,900,000.  Two of
the stations are constructing new buildings to accommodate expanded local
news staffs, and currently owned real estate will be sold at an estimated
loss of $2,800,000.  These estimated losses were recorded in 1994, reducing
net income $6,600,000, $.09 per share.

Scripps made a special contribution of 589,165 shares of Turner
Broadcasting Class B common stock to a charitable foundation.  The
contribution reduced pre-tax income by $8,000,000 and net income by
$4,500,000, $.06 per share.

Management changed its estimate of the tax liability for prior years as a
result of an audit by the Internal Revenue Service ("IRS").  The adjustment
decreased net income by $5,300,000, $.07 per share (see Note 4).

Scripps accrued an estimate of the ultimate costs of certain lawsuits
associated with divested operating units.  The accrual reduced net income
by $3,600,000, $.05 per share.

1993 - Operating results include net pre-tax gains of $91,900,000,
$46,800,000 after-tax, $.63 per share (see Note 2).

Management changed the estimate of the additional amount of music license
fees Scripps would owe when a dispute between the television industry and
the American Society of Composers, Authors and Publishers ("ASCAP") was
resolved.  The adjustment increased operating income $4,300,000 and net
income $2,300,000, $.03 per share.

Scripps realized a $1,100,000 gain on sale of certain publishing equipment
and received a $2,500,000 fee in connection with the sale of the Ogden,
Utah, Standard Examiner, increasing net income $2,300,000, $.03 per share.

Scripps recorded a $6,300,000 restructuring charge.  The charge reduced net
income $3,600,000, $.05 per share.

Management changed its estimate of the tax liability for prior years (see
Note 4).  The adjustment increased net income $5,400,000, $.07 per share.
The federal income tax rate was increased to 35% from 34%.  The effect on
Scripps' deferred tax liabilities reduced net income $2,300,000, $.03 per
share.

1992 - Operating results include pre-tax gains of $78,000,000, $45,600,000
after-tax, $.61 per share (see Note 2).

The Pittsburgh Press was not published after May 17 due to a strike.
Reported 1992 results include operating losses of $32,700,000 and net
losses of $20,200,000, $.27 per share, during the strike period.

Management changed its estimate of the tax liability for prior years (see
Note 4).  The adjustment increased net income $8,400,000, $.11 per share.

Scripps reduced the carrying value of certain property and investments to
estimated realizable value.  The resultant $3,500,000 charge reduced net
income $2,300,000, $.03 per share.

<PAGE>

4.INCOME TAXES
  
In 1995 Scripps reached agreement with the IRS to settle the audits of its
1985 through 1988 tax returns.  There was no effect on net income as a
result of the settlement.  The IRS is currently examining Scripps'
consolidated income tax returns for the years 1988 through 1991.  Pursuant
to the terms of the Merger New Scripps will indemnify Comcast, on an after-
tax basis, against all tax liabilities of Scripps attributable to periods
prior to completion of the Merger.

In 1992 management changed its estimate of the tax liability for prior
years, increasing net income $8,400,000, $.11 per share.  In 1993
management changed its estimate of the tax basis and lives of certain
intangible assets.  The resulting change in the estimated tax liability for
prior years increased net income $5,400,000, $.07 per share.  In 1994 the
IRS proposed adjustments related to those intangible assets.  Based upon
the proposed adjustments management again changed its estimate of the tax
liabilities for prior years, decreasing net income in 1994 $5,300,000, $.07
per share.

Management believes that adequate provision for income taxes has been made
for all open years.

The approximate effects of the temporary differences giving rise to
Scripps' deferred income tax liabilities (assets) are as follows:

<TABLE>
<CAPTION>
( in thousands )                                                              (Unaudited)                     As of           
                                                                             September 30,                 December 31,            
                                                                                  1995                 1994            1993
<S>                                                                         <C>                  <C>             <C>     
Accelerated depreciation and amortization                                   $      71,393        $      60,087   $      90,314
Deferred gain on sale of Memphis television and radio stations                     23,599               23,599          23,126
Investments                                                                        10,031                4,927          12,900
Accrued expenses not deductible until paid                                       (24,785)             (27,745)        (20,625)
Deferred compensation and retiree benefits                                       (11,830)             (12,470)        (10,380)
Other temporary differences, net                                                  (4,671)                6,008           1,167
                                                                                                                              
Total                                                                              63,737               54,406          96,502
State net operating loss carryforwards                                            (8,773)              (7,922)         (7,258)
Foreign tax credits and other carryforwards                                                                            (1,371)
Valuation allowance for state deferred tax assets and foreign tax credits           5,492                4,786           5,033
                                                                                                                              
Net deferred tax liability                                                  $      60,456        $      51,270   $      92,906
</TABLE>

Scripps' state net operating loss carryforwards expire from 2000 through
2019.

<PAGE>

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
( in thousands )                                                        (Unaudited)
                                                                For the nine months ended           For the years ended
                                                                       September 30,                     December 31,
                                                                    1995          1994          1994          1993       1992
<S>                                                             <C>          <C>            <C>          <C>         <C>     
Current:                                                                                                                        
     Federal                                                    $    37,093  $    45,283    $    61,026  $    33,114 $    33,287
     State and local                                                  6,343       12,008         12,351        7,829       6,455
     Foreign                                                          3,780        3,389          4,412        3,745       4,017
                                                                                                                                
Total current                                                        47,216       60,680         77,789       44,688      43,759
                                                                                                                                
Deferred:                                                                                                                       
     Federal                                                          8,555         (27)        (6,787)       51,813      14,128
     Other                                                            1,011        1,805          1,195        4,105       7,258
                                                                                                                                
Total deferred                                                        9,566        1,778        (5,592)       55,918      21,386
                                                                                                                                
Total income taxes                                                   56,782       62,458         72,197      100,606      65,145
Income taxes allocated to stockholders' equity                      (4,497)        5,139          8,244     (14,219)            
                                                                                                                                
Provision for income taxes                                      $    52,285  $    67,597    $    80,441  $    86,387 $    65,145
</TABLE>

The difference between the statutory rate for federal income tax and the
effective income tax rate is summarized as follows:

<TABLE>
<CAPTION>
                                                                          (Unaudited) 
                                                                  For the nine months ended           For the years ended           
                                                                         September 30,                     December 31,
                                                                    1995          1994          1994          1993       1992
<S>                                                                  <C>          <C>             <C>          <C>         <C>  
Statutory rate                                                       35.0 %       35.0 %          35.0 %        35.0 %      34.0 %
Effect of:                                                                                                                      
     State and local income taxes                                       5.1          5.4            4.7          3.7         5.5
     Amortization of goodwill                                           2.6          1.5            2.2          2.4         2.9
     Increase in tax rate to 35% on deferred tax liabilities                                                     1.1            
     Change in estimated tax basis and lives of certain assets                                      2.1        (2.5)       (5.5)
     Difference between foreign and U.S. tax rates,                                                                             
         including foreign tax credits                                  0.1          0.3            0.3          0.4         0.9
     Miscellaneous                                                      1.1          0.2            0.1          1.5         1.5
                                                                                                                                
Effective income tax rate                                            43.9 %       42.4 %          44.4 %        41.6 %      39.3 %
</TABLE>
<PAGE>

5.LONG-TERM DEBT
  
Long-term debt consisted of the following:

<TABLE>
<CAPTION>
( in thousands )                                                              (Unaudited)                   As of
                                                                             September 30,                December 31,            
                                                                                  1995                 1994            1993
<S>                                                                         <C>                  <C>             <C>      
Variable Rate Credit Facilities                                                                                  $      88,000
7.375% notes, due in 1998                                                   $      61,272        $      61,161          99,264
9.0% notes, due in 1996                                                            47,000               47,000          50,000
8.5% notes, payable through 1994                                                                                         8,334
Other notes                                                                         2,232                2,270           2,320
                                                                                                                              
Total long-term debt                                                              110,504              110,431         247,918
Current portion of long-term debt                                                  47,043                               96,383
                                                                                                                              
Long-term debt (less current portion)                                       $      63,461        $     110,431   $     151,535
                                                                                                                              
                                                                                                                              
Fair value of long-term debt *                                              $     113,400        $     109,600   $     260,900
                                                                                                                              
Weighted average interest rate on Variable Rate                                                                               
     Credit Facilities at December 31                                                                                     3.4%
                                                                                                                              
    *  Fair value is estimated based on current rates available to New                                                        
       Scripps for debt of the same remaining maturity.
</TABLE>


Scripps has a Competitive Advance/Revolving Credit Agreement ("Variable
Rate Credit Facility") which expires in September 1996 and permits maximum
borrowings up to $50,000,000.  Maximum borrowings under the Variable Rate
Credit Facility are changed as Scripps' anticipated needs change and are
not indicative of Scripps' short-term borrowing capacity.  The Variable
Rate Credit Facility may be extended upon mutual agreement.

Certain long-term debt agreements contain maintenance requirements on net
worth and coverage of interest expense and restrictions on dividends and
incurrence of additional indebtedness.

Pursuant to the terms of the Merger, Scripps will retire or defease its
7.375% notes due in 1998.

Interest costs capitalized were as follows:

<TABLE>
<CAPTION>
( in thousands )                                                        (Unaudited)   
                                                                For the nine months ended            For the years ended 
                                                                      September 30,                       December 31,
                                                                    1995          1994          1994          1993       1992
<S>                                                             <C>          <C>            <C>          <C>         <C>      
Capitalized interest costs                                      $       300  $         0    $         0  $       100 $     4,500
</TABLE>
<PAGE>

6.INVESTMENTS
  
Investments consisted of the following:

<TABLE>
<CAPTION>
( in thousands, except share data )                                           (Unaudited)                    As of           
                                                                               September 30,              December 31,            
                                                                                  1995                 1994            1993
<S>                                                                         <C>                  <C>             <C>       
Securities available for sale:                                                                                                
     Short-term investments, primarily preferred stocks                     $      38,000                                     
     Turner Broadcasting Class C preferred stock                                                                              
          (convertible into 1,309,092 shares of Class B common stock)              36,000        $      21,436   $      35,345
     Pittsburgh Post-Gazette preferred stock,                                                                                 
          $25 million face value, 8% cumulative dividend                                                                14,000
     Turner Broadcasting Class B common stock (589,165 shares)                                                          15,907
     Other                                                                          5,766                2,351           3,938
                                                                                                                              
Total securities available for sale                                                79,766               23,787          69,190
Investments accounted for under the equity method                                  10,342               11,092          10,575
                                                                                                                              
Total investments                                                           $      90,108        $      34,879   $      79,765
                                                                                                                              
Unrealized gains on securities available for sale                           $      33,586        $      19,270   $      42,125
</TABLE>

7.PROPERTY, PLANT, AND EQUIPMENT AND INTANGIBLE ASSETS
  
Property, plant, and equipment consisted of the following:

<TABLE>
<CAPTION>
( in thousands )                                                                (Unaudited)                 As of           
                                                                               September 30,             December 31,
                                                                                  1995                 1994            1993
<S>                                                                         <C>                  <C>             <C>      
Land and improvements                                                       $      39,760        $      40,668   $      43,112
Buildings and improvements                                                        181,153              176,769         175,836
Equipment                                                                         510,281              484,495         452,320
                                                                                                                              
Total                                                                             731,194              701,932         671,268
Accumulated depreciation                                                          306,701              282,398         259,048
                                                                                                                              
Net property, plant, and equipment                                          $     424,493        $     419,534   $     412,220
</TABLE>
<PAGE> 

Goodwill and other intangible assets consisted of the following:

<TABLE>
<CAPTION>
( in thousands )                                                              (Unaudited)                      As of       
                                                                             September 30,                 December 31, 
                                                                                  1995                 1994            1993
<S>                                                                         <C>                  <C>             <C>      
Goodwill                                                                    $     440,920        $     439,462   $     382,946
Customer lists                                                                    133,329              133,334         131,708
Licenses and copyrights                                                            28,221               28,221          28,221
Non-competition agreements                                                         18,289               18,689          18,689
Other                                                                              32,247               32,247          24,817
                                                                                                                              
Total                                                                             653,006              651,953         586,381
Accumulated amortization                                                          152,302              137,557         118,687
                                                                                                                              
Net goodwill and other intangible assets                                    $     500,704        $     514,396   $     467,694
</TABLE>


8.EMPLOYEE BENEFIT PLANS
  
Scripps sponsors defined benefit plans covering substantially all non-union
employees.  Benefits are generally based on the employees' compensation and
years of service.  Funding is based on the requirements of the plans and
applicable federal laws.

Scripps also sponsors defined contribution plans covering substantially all
non-union employees.  Scripps matches a portion of employees' voluntary
contributions to these plans.

Union-represented employees are covered by retirement plans jointly
administered by subsidiaries of Scripps and the unions or by union-
administered, multi-employer plans.  Funding is based upon negotiated
agreements.

<PAGE>

Retirement plans expense consisted of the following:

<TABLE>
<CAPTION>
( in thousands )                                                                                                                
                                                                                                   For the years ended            
                                                                                                        December 31,           
                                                                                                1994          1993       1992
<S>                                                                                         <C>          <C>         <C>
Service cost                                                                                $     8,729  $     7,819 $     7,832
Interest cost                                                                                    11,509       13,111      14,026
Actual return on plan assets                                                                      1,637     (13,487)    (13,404)
Net amortization and deferral                                                                  (14,990)      (2,619)     (4,860)
                                                                                                                                
Defined benefit plans                                                                             6,885        4,824       3,594
Multi-employer plans                                                                              1,028        1,044       1,664
Defined contribution plans                                                                        3,573        3,570       3,754
                                                                                                                                
Total                                                                                            11,486        9,438       9,012
Curtailment losses (gains) included in gain                                                                                     
     on the sales of subsidiary companies                                                                        253     (3,632)
                                                                                                                                
Total retirement plans expense                                                              $    11,486  $     9,691 $     5,380
</TABLE>


Assumptions used in the accounting for the defined benefit plans were as
follows:


<TABLE>
<CAPTION>
                                                                                                                                
                                                                                                1994          1993         1992
<S>                                                                                                <C>          <C>         <C>
Discount rate as of December 31                                                                    8.5%         7.0%        8.0%
Expected long-term rate of return on plan assets                                                   9.5%         8.0%        9.0%
Rate of increase in compensation levels                                                            5.0%         3.5%        4.5%
</TABLE>


The funded status of the defined benefit plans at December 31 was as
follows:

<TABLE>
<CAPTION>
( in thousands )                                                                                                                
                                                                                                1994          1993       1992
<S>                                                                                         <C>          <C>         <C>
Actuarial present value of vested benefits                                                  $ (121,602)  $ (133,754) $ (130,236)
                                                                                                                                
Actuarial present value of accumulated benefits                                             $ (130,126)  $ (142,751) $ (138,029)
                                                                                                                                
Actuarial present value of projected benefits                                               $ (159,871)  $ (176,212) $ (166,960)
Plan assets at fair value                                                                       155,283      171,837     176,895
                                                                                                                                
Projected benefits in excess of plan assets                                                     (4,588)      (4,375)       9,935
Unrecognized net loss                                                                             3,404       10,725       1,594
Unrecognized prior service cost                                                                   9,432        9,766       9,142
Unrecognized net asset at the date FAS No. 87 was                                                                               
     adopted, net of amortization                                                              (10,429)     (11,846)    (13,203)
                                                                                                                                
Net pension asset (liability) recognized in the balance sheet                               $   (2,181)  $     4,270 $     7,468
</TABLE>


Plan assets consist of marketable equity and fixed-income securities.

Scripps has unfunded health and life insurance benefit plans that are
provided to certain retired employees.  The combined number of 1) active
employees eligible for such benefits and 2) retired employees receiving
such benefits is approximately 5% of Scripps' current workforce.  The
actuarial present value of the projected benefit obligation at December 31
was $6,900,000 in 1994 and $6,300,000 in 1993.  The cost of the plan was:
1994, $500,000; 1993, $600,000; and 1992,  $600,000 (excluding $3,200,000
related to divested operating units).

<PAGE>

9.SEGMENT INFORMATION

The Other segment includes book publishing operations which were sold in
1993 and TV Data which was sold in 1992.

Broadcasting operating income in 1994 was reduced by $7,900,000 as a result
of the program rights write-down and was increased in 1993 by $4,300,000 as
a result of the change in estimate of the additional amount of copyright
fees owed ASCAP (see Note 3).

Financial information relating to Scripps' business segments is as follows:

<TABLE>
<CAPTION>
( in thousands )                                                        (Unaudited) 
                                                                 For the nine months ended           For the years ended
                                                                       September 30,                       December 31,
                                                                    1995          1994          1994          1993       1992
<S>                                                             <C>          <C>            <C>          <C>         <C>
OPERATING REVENUES                                                                                                              
Newspapers                                                      $   468,632  $   440,947    $   602,938  $   568,054 $   608,687
Broadcasting                                                        211,711      202,445        288,184      284,294     277,287
Entertainment                                                        68,964       56,343         73,473       84,741      87,209
Other                                                                                                          8,126      44,172
Total continuing operations                                     $   749,307  $   699,735    $   964,595  $   945,215 $ 1,017,355
                                                                                                                                
OPERATING INCOME                                                                                                                
Newspapers                                                      $    88,361  $    90,712    $   119,539  $    75,389 $    60,234
Broadcasting                                                         57,455       62,455         86,625       81,958      69,955
Entertainment                                                       (7,905)        (752)        (7,083)      (1,561)       8,151
Other                                                                                                          (199)       5,100
Corporate                                                          (12,782)     (11,154)       (15,471)     (13,625)    (14,956)
Total continuing operations                                     $   125,129  $   141,261    $   183,610  $   141,962 $   128,484
                                                                                                                                
DEPRECIATION                                                                                                                    
Newspapers                                                      $    22,758  $    21,383    $    28,399  $    30,070 $    31,879
Broadcasting                                                          9,164        6,749          9,323        9,470       9,174
Entertainment                                                         1,924        1,247          1,667          899         826
Other                                                                                                             25         733
Corporate                                                               631          444            651          625       1,560
Total continuing operations                                     $    34,477  $    29,823    $    40,040  $    41,089 $    44,172
                                                                                                                                
AMORTIZATION OF INTANGIBLE ASSETS                                                                                               
Newspapers                                                      $     4,763  $     5,273    $     6,858  $     6,902 $     6,636
Broadcasting                                                         10,091        8,590         11,966       12,212      12,119
Entertainment                                                           301           48             72           18          10
Other                                                                                                            628       1,412
Total continuing operations                                     $    15,155  $    13,911    $    18,896  $    19,760 $    20,177
                                                                                                                                
ASSETS                                                                                                                          
Newspapers                                                      $   605,496  $   633,612    $   621,008  $   667,167 $   705,112
Broadcasting                                                        533,169      524,228        515,617      465,622     491,653
Entertainment                                                       116,798       85,094         84,816       82,538      39,037
Other                                                                                                                     25,393
Corporate                                                           107,180       72,825         65,246       39,770      25,391
Total continuing operations                                     $ 1,362,643  $ 1,315,759    $ 1,286,687  $ 1,255,097 $ 1,286,586
                                                                                                                                
CAPITAL EXPENDITURES                                                                                                            
Newspapers                                                      $    14,696  $    13,215    $    21,226  $    24,523 $    75,648
Broadcasting                                                         15,042       12,940         23,532        9,733       8,129
Entertainment                                                         9,549        2,581          7,989          981         297
Other                                                                                                                        150
Corporate                                                             1,505          415          1,205        1,608       2,695
Total continuing operations                                     $    40,792  $    29,151    $    53,952  $    36,845 $    86,919
</TABLE>


Corporate assets are primarily cash, investments, and refundable and
deferred income taxes.
<PAGE>

10.    COMMITMENTS AND CONTINGENCIES
  
Scripps accrued an estimate of the ultimate costs of certain lawsuits
associated with divested operating units (see Note 3).  Scripps is also
involved in other litigation arising in the ordinary course of business,
none of which is expected to result in material loss.

At December 31, 1994 Scripps was committed to purchase approximately
$118,000,000 of program rights that are not currently available for
broadcast, including programs not yet produced.  If such programs are not
produced Scripps' commitment would expire without obligation.

Minimum payments on non-cancelable leases at December 31, 1994 were as
follows:

<TABLE>
<CAPTION>
( in thousands )                                                                                                              
                                                                                                                         
<C>                                                                                                              <C>       
1995                                                                                                             $      10,400
1996                                                                                                                     8,800
1997                                                                                                                     7,800
1998                                                                                                                     7,700
1999                                                                                                                     7,900
Later years                                                                                                             42,200
                                                                                                                              
Total                                                                                                            $      84,800
</TABLE>

Rental expense for cancelable and non-cancelable leases was as follows:

<TABLE>
<CAPTION>
( in thousands )                                                        (Unaudited) 
                                                                For the nine months ended            For the years ended
                                                                       September 30,                      December 31, 
                                                                    1995          1994          1994          1993       1992
<S>                                                             <C>          <C>            <C>          <C>         <C>     
Rental expense, net of sublease income                          $     8,000  $     7,300    $    11,700  $     9,700 $    11,800
</TABLE>


11.    CAPITAL STOCK AND INCENTIVE PLANS
  
The capital structure of Scripps includes Common Voting Stock and Class A
Common Stock.  The articles of Scripps provide that the holders of Class A
Common Stock, who are not entitled to vote on any other matters except as
required by Delaware law, are entitled to elect the greater of three or one-
third of the directors.

In connection with the Transactions, New Scripps will be recapitalized to
include Common Voting Shares and Class A Common Shares and the Articles of
Incorporation of New Scripps will be further amended to provide for
substantially the same shareholder voting rights and other terms as the
Scripps certificate of incorporation currently provides for.  New Scripps
will issue to Scripps: (i) a number of New Scripps Common Voting Shares
equal to the number of shares of Scripps Common Voting Stock then
outstanding and (ii) a number of New Scripps Class A Common Shares equal to
the number of shares of Scripps Class A Common Stock then outstanding.
These shares will then be distributed to Scripps' shareholders in the Spin-
Off.

Pursuant to the Transactions, New Scripps will assume Scripps' incentive
plans. The 1987 Long-Term Incentive Plan ("1987 Plan") provides for the
awarding of stock options, stock appreciation rights, performance units,
and Class A Common stock to key employees.  The number of shares authorized
for issuance under the 1987 Plan is 3,250,000.

<PAGE>

Stock options may be awarded to purchase Class A Common stock at not less
than 100% of the fair market value on the date the option is granted.
Stock options will vest over an incentive period, conditioned upon the
individual's employment through that period.  The plan expires on December
9, 1997, except for options then outstanding.  In connection with the
Transactions, the number of options and the option price will be adjusted
based on the average market price of Scripps Class A Common Stock for a
specified time before the Transactions are completed, and of New Scripps 
Class A Common Shares after the Transactions are completed.  The number of 
options outstanding is expected to increase and the option exercise price 
is expected to decrease in order to preserve the economic value of the 
outstanding options.

Information related to stock options is as follows:

<TABLE>
<CAPTION>
                                                                                               Number        Price              
                                                                                              of Shares    per Share            
<S>                                                                                           <C>           <C>    
Outstanding at December 31, 1991                                                              1,027,300     $16 - 24            
Granted in 1992                                                                                 282,300      24 - 37           
Exercised in 1992                                                                               (4,050)           18            
Forfeited in 1992                                                                              (59,000)      20 - 27           
                                                                                                                                
Outstanding at December 31, 1992                                                              1,246,550      16 - 27           
Granted in 1993                                                                                 667,500      24 - 34           
Exercised in 1993                                                                             (133,775)      16 - 24           
Forfeited in 1993                                                                              (40,775)      18 - 27           
                                                                                                                                
Outstanding at December 31, 1993                                                              1,739,500      16 - 34            
Granted in 1994                                                                                 493,500      27 - 30           
Exercised in 1994                                                                              (87,025)      18 - 26           
Forfeited in 1994                                                                              (20,000)      18 - 26           

                                                                                                                                
Outstanding at December 31, 1994                                                              2,125,975      16 - 34            
Granted in 1995                                                                                  25,000      28 - 34            
Exercised in 1995                                                                             (174,250)      18 - 27            
Forfeited in 1995                                                                               (9,000)      18 - 30            
                                                                                                                                
Outstanding at September 30, 1995                                                             1,967,725     $16 - 34            
                                                                                                                                
Exercisable at September 30, 1995                                                             1,313,725     $16 - 34            
</TABLE>


Options issued to employees of Scripps Cable totaled 221,750 at September
30, 1995, of which 140,750 were exercisable.  Options issued to employees
of Scripps Cable will vest and become exercisable upon completion of the
Transactions.

Awards of Class A Common Stock will vest over an incentive period,
conditioned upon the individual's employment throughout that period.
During the vesting period shares issued are non-transferable, but the
shares are entitled to all the rights of an outstanding share.  Upon
vesting, when the stock awards become taxable to the employees, additional
awards of cash may also be made.

Information related to awards of Class A Common Stock is as follows:

<TABLE>
<CAPTION>
( in thousands, except share data )                                    (Unaudited)                                             
                                                                For the nine months ended               For the years ended
                                                                       September 30,                          December 31,
                                                                    1995          1994          1994          1993       1992
<S>                                                            <C>          <C>             <C>          <C>           <C>
Shares of Class A Common stock:                                                                                                 
     Awarded                                                         17,500       53,000         53,000       32,000      16,750
     Forfeited                                                        1,250        2,810          2,810        4,270       3,500
Compensation expense recognized:                                                                                                
     Continuing operations                                     $        735 $        250   $        435 $        270 $       600
     Scripps Cable                                                       65           50             65           30         100
</TABLE>


Restricted shares issued to employees of Scripps Cable will vest upon
completion of the Transactions.  There were 13,500 unvested shares issued
to employees of Scripps Cable at September 30, 1995.

<PAGE>

12.    DISCONTINUED OPERATIONS
  
Summarized operating results for the discontinued cable television
operations are as follows:

<TABLE>
<CAPTION>
( in thousands )                                                         (Unaudited) 
                                                                For the nine months ended             For the years ended
                                                                        September 30,                     December 31,
                                                                    1995          1994          1994          1993       1992
                                                                                                                           
<S>                                                             <C>          <C>            <C>          <C>         <C>
Operating revenues                                              $   207,855  $   189,595    $   255,356  $   251,792 $   238,116
                                                                                                                                
Income before income taxes and minority interests                    46,188       27,572         33,526       44,811      43,488
Income taxes                                                       (17,538)     (13,287)        (3,484)     (20,363)    (27,440)
Minority interests                                                                 (155)          (155)        (673)     (1,089)
                                                                                                                                
Net income                                                      $    28,650  $    14,130    $    29,887  $    23,775 $    14,959
</TABLE>


  In 1994 customers of the Sacramento system were awarded special rebates
     totaling $3,000,000 in connection with litigation concerning the
     system's pricing in the late 1980s.  The rebates reduced net income
     $1,600,000.  Also in 1994 Scripps Cable accrued $6,500,000 as an
     estimate of the ultimate costs of certain lawsuits.  The accrual
     reduced net income $4,200,000.
  
  In 1992 management changed its estimate of a tax deduction received in
     the redemption of a partnership interest in certain of its cable
     television systems.  The resulting change in the liability for prior
     year income taxes decreased net income $8,400,000.  In 1994 the IRS
     proposed adjustments related to certain intangible assets and the
     redemption of the partnership interest.  Based upon the proposed
     adjustments management again changed its estimate of the tax
     liabilities for prior years.  The resulting change in the liability
     for prior year income taxes increased 1994 net income $11,800,000.

Summarized balance sheet data for the discontinued cable television
operations are as follows:

<TABLE>
<CAPTION>
( in thousands )                                                              (Unaudited)                      As of      
                                                                               September 30,                December 31,       
                                                                                  1995                 1994            1993
<S>                                                                         <C>                  <C>             <C>     
Property, plant, and equipment                                              $     288,411        $     294,229   $     300,506
Goodwill and other intangible assets                                               95,275              101,717          85,295
Other assets                                                                       29,324               34,926          37,271
Deferred income tax liabilities                                                  (77,166)             (77,691)        (64,305)
Other liabilities                                                                (30,084)             (30,444)        (28,868)
Net assets of discontinued cable television operations                            305,760              322,737         329,899
</TABLE>


The major components of cash flow for discontinued operations are as
follows:

<TABLE>
<CAPTION>
( in thousands )                                                      (Unaudited)                                                  
                                                                For the nine months ended               For the years ended
                                                                      September 30,                           December 31,
                                                                    1995          1994          1994          1993       1992
                                                                                                                           
<S>                                                             <C>          <C>            <C>          <C>         <C>
Income from discontinued operations                             $    28,650  $    14,130    $    29,887  $    23,775 $    14,959
Depreciation and amortization                                        41,105       44,264         57,331       60,029      57,580
Other, net                                                           12,823        3,453        (8,594)        (275)       3,576
                                                                                                                                
Net cash provided by discontinued operating activities          $    82,578  $    61,847    $    78,624  $    83,529 $    76,115
                                                                                                                                
Capital expenditures                                            $  (30,119)  $  (28,753)    $  (41,616)  $  (67,019) $  (58,299)
Other, net                                                            1,091        (322)          1,120        3,012     (2,818)
                                                                                                                                
Net cash provided by (used in) investing activities of          $  (29,028)  $  (29,075)    $  (40,496)  $  (64,007) $  (61,117)
discontinued cable operations
</TABLE>
<PAGE>

13.    SUMMARIZED QUARTERLY FINANCIAL INFORMATION (Unaudited)
  
Summarized financial information is as follows:

<TABLE>
<CAPTION>
( in thousands, except per share data )                                                                                         
                                                             1st            2nd            3rd            4th              
1995                                                       Quarter        Quarter        Quarter        Quarter         Total
<S>                                                    <C>            <C>            <C>                           <C>     
Operating revenues:                                                                                                             
   Newspapers                                          $     151,607  $     161,112  $     155,913                 $     468,632
   Television                                                 66,968         77,080         67,663                       211,711
   Entertainment                                              26,694         21,115         21,155                        68,964
                                                                                                                                
   Total operating revenues                                  245,269        259,307        244,731                       749,307
                                                                                                                                
Operating expenses:                                                                                                             
   Employee compensation and benefits                         83,820         84,233         84,861                       252,914
   Newsprint and ink                                          26,871         29,381         32,008                        88,260
   Program rights and production costs                        15,546         12,523         14,081                        42,150
   Other operating expenses                                   62,732         65,191         63,299                       191,222
   Depreciation and amortization                              16,063         16,429         17,140                        49,632
                                                                                                                                
   Total operating expenses                                  205,032        207,757        211,389                       624,178
                                                                                                                                
Operating income                                              40,237         51,550         33,342                       125,129
Interest expense                                             (3,353)        (2,829)        (2,441)                       (8,623)
Net gains and unusual items                                                                                                     
Miscellaneous, net                                               782            394          1,427                         2,603
Income taxes                                                (16,971)       (21,127)       (14,187)                      (52,285)
Minority interests                                             (935)          (868)          (784)                       (2,587)
                                                                                                                                
Income from continuing operations                             19,760         27,120         17,357                        64,237
Income from discontinued operations (net of income             9,354          9,019         10,277                        28,650
taxes)
                                                                                                                                
Net income                                             $      29,114  $      36,139  $      27,634                 $      92,887
                                                                                                                                
Per share of common stock:                                                                                                      
     Income from continuing operations                         $ .25          $ .34          $ .22                         $ .80
     Income from discontinued operations                         .12            .11            .13                           .36
                                                                                                                                
     Net income                                                $ .36          $ .45          $ .35                        $ 1.16
                                                                                                                                
Weighted average shares outstanding                           79,854         79,927         80,010                        79,930
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .13          $ .13                         $ .37
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
( in thousands, except per share data )                                                                                         
                                                             1st            2nd            3rd            4th              
1994                                                       Quarter        Quarter        Quarter        Quarter         Total
<S>                                                    <C>            <C>            <C>            <C>            <C>     
Operating revenues:                                                                                                             
   Newspapers                                          $     142,037  $     151,765  $     147,145  $     161,991  $     602,938
   Broadcasting                                               60,353         73,892         68,200         85,739        288,184
   Entertainment                                              20,978         18,676         16,689         17,130         73,473
                                                                                                                                
   Total operating revenues                                  223,368        244,333        232,034        264,860        964,595
                                                                                                                                
Operating expenses:                                                                                                             
   Employee compensation and benefits                         77,574         79,577         77,337         84,141        318,629
   Newsprint and ink                                          20,657         22,131         23,586         27,786         94,160
   Program rights and production costs                        12,285         14,473         13,557         19,767         60,082
   Other operating expenses                                   56,150         57,543         59,870         75,615        249,178
   Depreciation and amortization                              14,283         14,903         14,548         15,202         58,936
                                                                                                                                
   Total operating expenses                                  180,949        188,627        188,898        222,511        780,985
                                                                                                                                
Operating income                                              42,419         55,706         43,136         42,349        183,610
Interest expense                                             (4,576)        (4,529)        (3,829)        (3,340)       (16,274)
Net gains and unusual items                                                  31,621                      (16,970)         14,651
Miscellaneous, net                                               172          (371)          (188)          (530)          (917)
Income taxes                                                (16,681)       (35,685)       (15,231)       (12,844)       (80,441)
Minority interests                                           (1,917)        (2,886)        (2,265)          (765)        (7,833)
                                                                                                                                
Income from continuing operations                             19,417         43,856         21,623          7,900         92,796
Income from discontinued operations (net of income             5,680          3,968          4,482         15,757         29,887
taxes)
                                                                                                                                
Net income                                             $      25,097  $      47,824  $      26,105  $      23,657  $     122,683
                                                                                                                                
Per share of common stock:                                                                                                      
     Income from continuing operations                         $ .26          $ .59          $ .29          $ .10         $ 1.22
     Income from discontinued operations                         .08            .05            .06            .20            .39
                                                                                                                                
     Net income                                                $ .34          $ .64          $ .35          $ .30         $ 1.61
                                                                                                                                
Weighted average shares outstanding                           74,762         74,776         75,638         79,808         76,246
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .11          $ .11          $ .11          $ .44
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
( in thousands, except per share data )                                                                                         
                                                             1st            2nd            3rd            4th              
1993                                                       Quarter        Quarter        Quarter        Quarter         Total
<S>                                                    <C>            <C>            <C>            <C>            <C>    
Operating revenues:                                                                                                             
   Newspapers                                          $     134,463  $     143,632  $     137,414  $     152,545  $     568,054
   Broadcasting                                               61,845         77,401         67,178         77,870        284,294
   Entertainment                                              19,625         18,644         24,964         21,508         84,741
   Other                                                       4,529          3,597                                        8,126
                                                                                                                                
   Total operating revenues                                  220,462        243,274        229,556        251,923        945,215
                                                                                                                                
Operating expenses:                                                                                                             
   Employee compensation and benefits                         82,760         84,637         83,288         85,924        336,609
   Newsprint and ink                                          21,218         23,386         22,176         22,282         89,062
   Program rights and production costs                        13,110         15,553         21,195         13,873         63,731
   Other operating expenses                                   56,689         64,542         60,067         71,704        253,002
   Depreciation and amortization                              15,483         14,571         15,332         15,463         60,849
                                                                                                                                
   Total operating expenses                                  189,260        202,689        202,058        209,246        803,253
                                                                                                                                
Operating income                                              31,202         40,585         27,498         42,677        141,962
Interest expense                                             (7,791)        (6,642)        (5,974)        (5,990)       (26,397)
Net gains and unusual items                                   23,162          1,774        (2,922)         72,360         94,374
Miscellaneous, net                                               869        (1,254)          (852)        (1,176)        (2,413)
Income taxes                                                (19,133)       (15,216)        (8,802)       (43,236)       (86,387)
Minority interests                                           (1,881)        (2,555)        (1,856)        (9,936)       (16,228)
                                                                                                                                
Income from continuing operations                             26,428         16,692          7,092         54,699        104,911
Income from discontinued operations (net of income             6,170          5,395          6,975          5,235         23,775
taxes)
                                                                                                                                
Net income                                             $      32,598  $      22,087  $      14,067  $      59,934  $     128,686
                                                                                                                                
Per share of common stock:                                                                                                      
     Income from continuing operations                         $ .35          $ .22          $ .10          $ .73         $ 1.41
     Income from discontinued operations                         .08            .07            .09            .07            .32
                                                                                                                                
     Net income                                                $ .44          $ .30          $ .19          $ .80         $ 1.72
                                                                                                                                
Weighted average shares outstanding                           74,613         74,627         74,639         74,722         74,650
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .11          $ .11          $ .11          $ .44
</TABLE>


The sum of the quarterly net income per share amounts may not equal the
reported annual amount and the sum of the income from continuing operations
per share and the income from discontinued operations per share may not
equal the net income per share amount because each is computed
independently based upon the weighted average number of shares outstanding
for that period.

<PAGE>


<TABLE>
THE E.W. SCRIPPS COMPANY                                                                                                        
VALUATION AND QUALIFYING ACCOUNTS                                                                                  SCHEDULE VIII
<CAPTION>
( in thousands )                                                                                                                
                      COLUMN A                           COLUMN B      COLUMN C     COLUMN D       COLUMN E          COLUMN F
                                                                                                                         
                                                                                                   INCREASE              
                                                                       ADDITIONS   DEDUCTIONS     (DECREASE)                    
                                                          BALANCE     CHARGED TO     AMOUNTS       RECORDED           BALANCE
                                                         BEGINNING     COSTS AND     CHARGED     ACQUISITIONS         END OF
                   CLASSIFICATION                        OF PERIOD     EXPENSES      OFF-NET    (DIVESTITURES)        PERIOD
<S>                                                   <C>           <C>          <C>          <C>               <C>          
YEAR ENDED DECEMBER 31, 1994:                                                                                                   
Allowance for doubtful                                                                                                          
    accounts receivable                               $       5,049 $      3,317 $      4,429                   $          3,937
Allowance for sales returns                                     679                        78                                601
                                                                                                                                
Total receivable allowances                           $       5,728 $      3,317 $      4,507                   $          4,538
                                                                                                                                
                                                                                                                                
YEAR ENDED DECEMBER 31, 1993:                                                                                                   
Allowance for doubtful                                                                                                          
    accounts receivable                               $       4,709 $      5,116 $      4,249 $          (527)  $          5,049
Allowance for sales returns                                   6,148        1,262          876          (5,855)               679
                                                                                                                                
Total receivable allowances                           $      10,857 $      6,378 $      5,125 $        (6,382)  $          5,728
                                                                                                                                
                                                                                                                                
YEAR ENDED DECEMBER 31, 1992:                                                                                                   
Allowance for doubtful                                                                                                          
    accounts receivable                               $       4,575 $      6,160 $      6,307 $            281  $          4,709
Allowance for sales returns                                   4,631        5,833        4,316                              6,148
                                                                                                                                
Total receivable allowances                           $       9,206 $     11,993 $     10,623 $            281  $         10,857
</TABLE>



                       DESCRIPTION OF SCRIPPS CABLE


                                  BUSINESS

General - Scripps Cable operates cable television systems in Florida,
California, Colorado, Georgia, Indiana, Kentucky, South Carolina,
Tennessee, Virginia, and West Virginia.  In the periods between January 1,
1990 and September 30, 1995, Scripps Cable purchased several cable
television systems adjacent to existing service areas.

Cable television delivers a variety of channels and television programming,
primarily video entertainment and informational programming, to subscribers
who pay a monthly fee for the services they receive.  Television and radio
signals are received off-air or via satellite delivery by antennas,
microwave relay stations and satellite earth stations and are modulated,
amplified and distributed over a network of coaxial and fiber optic cable
to the subscribers' television sets.  Cable television systems generally
operate pursuant to non-exclusive franchises awarded by local governmental
authorities for specified periods of time.
                                     
Subscriber information as of the end of the past five years and at
September 30, 1995 for Scripps Cable systems is as follows:

<TABLE>
<CAPTION>
( in thousands )                                                                                                       Premium
                                                                                                                       Subs. as
                                                        Homes            Basic        Penetration       Premium           a % of
     Cable Television System Cluster                   Passed             Subs            Rate         Subs (1)           Basic
<S>                                                      <C>                <C>               <C>           <C>               <C>
            September 30, 1995                                                                                                    
Sacramento, CA cluster                                     446.9            231.3             52%           328.3             142%
Chattanooga, TN cluster                                    179.1            111.9             62%            67.9              61%
Knoxville, TN cluster                                      149.6            106.4             71%            54.4              51%
Atlanta, GA cluster                                         97.9             74.1             76%            45.5              61%
Bluefield, WV cluster                                       74.8             54.9             73%            30.4              55%
Lake County, FL cluster                                     70.5             49.3             70%            18.8              38%
Rome, GA cluster                                            63.9             49.5             77%            36.7              74%
Elizabethtown, KY cluster                                   48.9             43.1             88%            24.5              57%
Longmont, CO cluster                                        52.8             38.0             72%            29.2              77%
                                                                                                                                  
Total                                                    1,184.4            758.5             64%           635.7              84%
                                                                                                                                  
                                                                                                                                  
            December 31, 1994                                                                                                     
Sacramento, CA cluster                                     442.0            222.8             50%           361.4             162%
Chattanooga, TN cluster                                    176.4            110.1             62%            74.9              68%
Knoxville, TN cluster                                      149.7            105.2             70%            53.3              51%
Atlanta, GA cluster                                         97.9             71.2             73%            48.4              68%
Bluefield, WV cluster                                       74.4             54.2             73%            30.9              57%
Lake County, FL cluster                                     69.0             50.8             74%            20.2              40%
Rome, GA cluster                                            60.6             47.0             78%            37.3              79%
Elizabethtown, KY cluster                                   48.8             42.2             86%            24.2              57%
Longmont, CO cluster                                        51.2             35.7             70%            29.7              83%
                                                                                                                                  
Total                                                    1,170.0            739.2             63%           680.3              92%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
( in thousands )                                                                                                       Premium
                                                                                                                       Subs. as
                                                        Homes            Basic        Penetration       Premium           a % of
     Cable Television System Cluster                   Passed             Subs            Rate         Subs (1)           Basic
<S>                                                      <C>                <C>               <C>           <C>               <C>
            December 31, 1993                                                                                                     
Sacramento, CA cluster                                     436.4            210.8             48%           307.8             146%
Chattanooga, TN cluster                                    172.9            105.8             61%            71.4              67%
Knoxville, TN cluster                                      146.0            101.5             70%            50.3              50%
Atlanta, GA cluster                                         97.6             66.9             69%            38.1              57%
Bluefield, WV cluster                                       73.3             51.2             70%            30.6              60%
Lake County, FL cluster                                     67.2             47.4             71%            18.8              40%
Rome, GA cluster                                            56.3             44.6             79%            33.9              76%
Elizabethtown, KY cluster                                   48.3             40.3             83%            20.7              51%
Longmont, CO cluster                                        48.8             32.5             67%            28.0              86%
                                                                                                                                  
Total                                                    1,146.8            701.0             61%           599.6              86%
                                                                                                                                
            December 31, 1992                                                                                                     
Sacramento, CA cluster                                     427.9            204.7             48%           270.5             132%
Chattanooga, TN cluster                                    173.0             99.8             58%            76.8              77%
Knoxville, TN cluster                                      143.1             97.0             68%            50.7              52%
Atlanta, GA cluster                                         97.4             64.6             66%            40.2              62%
Bluefield, WV cluster                                       72.6             49.5             68%            34.1              69%
Lake County, FL cluster                                     65.8             45.4             69%            17.9              39%
Rome, GA cluster                                            53.8             42.4             79%            41.7              98%
Elizabethtown, KY cluster                                   48.0             39.8             83%            17.7              44%
Longmont, CO cluster                                        47.2             29.9             63%            27.1              91%
                                                                                                                                  
Total                                                    1,128.8            673.1             60%           576.7              86%
                                                                                                                                  
            December 31, 1991                                                                                                     
Sacramento, CA cluster                                     418.0            203.8             49%           245.1             120%
Chattanooga, TN cluster                                    164.1             96.0             59%            68.4              71%
Knoxville, TN cluster                                      140.6             90.9             65%            46.2              51%
Atlanta, GA cluster                                         95.2             58.8             62%            36.1              61%
Bluefield, WV cluster                                       66.3             47.6             72%            29.8              63%
Lake County, FL cluster                                     63.4             42.7             67%            14.7              34%
Rome, GA cluster                                            52.2             40.2             77%            36.1              90%
Elizabethtown, KY cluster                                   47.5             38.2             80%            14.2              37%
Longmont, CO cluster                                        45.8             27.3             60%            23.2              85%
                                                                                                                                  
Total                                                    1,093.1            645.5             59%           513.8              80%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
( in thousands )                                                                                                       Premium
                                                                                                                       Subs. as
                                                        Homes            Basic        Penetration       Premium           a % of
     Cable Television System Cluster                   Passed             Subs            Rate         Subs (1)           Basic
<S>                                                      <C>                <C>               <C>           <C>               <C>
            December 31, 1990                                                                                                     
Sacramento, CA cluster                                     401.3            196.0             49%           224.4             114%
Chattanooga, TN cluster                                    157.3             88.3             56%            61.2              69%
Knoxville, TN cluster                                      138.0             83.9             61%            42.6              51%
Atlanta, GA cluster                                         93.7             57.5             61%            39.0              68%
Bluefield, WV cluster                                       65.8             46.3             70%            24.3              52%
Rome, GA cluster                                            54.4             42.2             78%            22.5              53%
Lake County, FL cluster                                     59.5             39.3             66%            14.9              38%
Elizabethtown, KY cluster                                   46.9             36.2             77%            13.8              38%
Longmont, CO cluster                                        44.6             25.0             56%            20.4              82%
                                                                                                                                  
Total                                                    1,061.5            614.7             58%           463.1              75%
                                                                                                                                  
(1) Each subscription to a premium                                                                                                
programming service is counted as one
subscriber.
</TABLE>


Revenues and Pricing - The composition of Scripps Cable operating revenues
for the most recent five years and for the nine months ended September 30,
1995 is as follows:

<TABLE>
<CAPTION>
( in thousands )                                                                                                                  
                                          For the nine months
                                           ended September 30,                    For the years ended December 31,  
                                            1995         1994         1994          1993         1992         1991          1990
<S>                                     <C>          <C>          <C>           <C>          <C>          <C>           <C>
Basic and cable                                                                                                                   
     programming services               $  137,092   $  123,730   $  165,682    $  171,703   $  163,069   $  145,258    $  125,256
Premium programming services                38,945       36,447       49,242        46,401       44,559       45,280        42,050
Other monthly services                      13,055       12,720       17,422        14,611       13,002       13,807        13,634
Advertising                                  9,428        7,925       11,367         8,870        8,394        7,071         5,663
Installation and other                       9,335        8,773       11,643        10,207        9,094        6,775         6,212
                                                                                                                                  
Total operating revenues                $  207,855   $  189,595   $  255,356    $  251,792   $  238,118   $  218,191    $  192,815
</TABLE>

Scripps Cable systems carry a wide variety of entertainment and information
services.  Basic cable generally consists of video programming broadcast by
local television stations, locally produced programming, public,
educational and government access channels, and distant broadcast
television signals.  Federal law requires customers to purchase the basic
cable package in order to receive additional services.  Advertiser-
supported video programming such as ESPN and CNN and other entertainment
and information services are included in various cable programming service
packages.  Premium programming consists of non-advertiser-supported
entertainment services such as Home Box Office and Showtime.  A customer
generally pays an initial installation charge and fixed monthly fees for
basic, cable programming, premium programming and other services, such as
the rental of converters and remote control devices.  These monthly fees
constitute the primary source of revenues for Scripps Cable's systems.

Certain of Scripps Cable systems are equipped with addressable decoding
converters which enable the systems to offer interactive services, such as
pay-per-view programming, for which the systems charge additional fees.
Addressable decoding converters also enable the systems to change customer
services without visiting the customer's home.  Most of Scripps Cable's
systems also offer customers home shopping services, which pay the systems
a share of revenues from sales of products in the systems' service areas.
The systems also receive revenue from the sale of available advertising
spots on advertiser-supported programming.

<PAGE>

Rates for cable television services are established by each system.
Pursuant to the Cable Television Consumer Protection Act of 1992 (the "1992
Cable Act") the Federal Communications Commission ("FCC") adopted
regulations that permit franchising authorities to set rates for basic
service and the provision of cable related equipment.  To the extent that
existing rates are found to exceed those permitted by the FCC, franchising
authorities are able to require cable television systems to reduce the
rates and provide refunds for up to a one-year period initially calculated
from the effective date of the FCC's regulations.  The FCC will also, upon
a complaint by a customer or franchising authority, determine whether rates
for regulated non-basic service tiers (except for service offered on a per-
channel or per-program basis) are unreasonable and, if so found, reduce
such rates and provide refunds from the date of such complaint.  In
addition, the FCC's regulations, as they now stand, limit the ability to
increase revenues by increasing rates for regulated services.  It is
possible that, pursuant to further review by the franchising authorities
and the FCC, certain additional rate reductions may be required.

Basic and cable service tier complaints have been filed against Scripps
Cable systems with local franchise authorities and with the FCC's Cable
Services Bureau, several of which have been resolved.  Basic and cable
service tier refunds ordered to date total less than $300,000.  A number of
basic and cable service tier complaints remain undecided.  Management does
not expect the refunds to be awarded, if any, to have a material impact on
Scripps Cable's results of operations or financial position.

Various cable operators have initiated litigation challenging certain
aspects of the 1992 Cable Act.  The constitutionality of the basic scheme
of rate regulation under the 1992 Cable Act has been upheld by a federal
district court, and the FCC's rate regulation rules were upheld by a
federal appeals court in June 1995.  An appeal of that decision has been
filed with the United States Supreme Court.  The outcome of the remainder
of this litigation can not be predicted.  Management of Scripps Cable
believes that the regulation of the cable television industry, including
the rates charged for regulated services under present FCC rules and the
cable industry's restructuring of rates and services in response to the
1992 Cable Act, remain a matter of interest to Congress, the FCC and other
regulatory authorities.  There can be no assurances as to what, if any,
future actions such legislative and regulatory authorities may take or the
effect thereof on Scripps Cable.


Competition - Cable television systems are operated under franchises
granted by local authorities which are subject to renewal and re-
negotiation from time to time.  The 1992 Cable Act prohibits franchising
authorities from granting exclusive cable television franchises and from
unreasonably refusing to award additional competitive franchises; it also
permits municipal authorities to operate cable television systems in their
communities without a franchise.  Therefore, there is a potential for
direct competition in Scripps Cable's franchise areas.

All of Scripps Cable's systems compete for subscribers with other methods
of delivering entertainment and information programming to the subscriber's
home, such as broadcast television, multi-channel, multi-point distribution
systems, master and satellite antenna systems, direct broadcast satellite
services, and home systems such as video cassette and laser disc players.
Management of Scripps Cable believes competition will increase as new
technologies such as more advanced "wireless cable systems" and broadcast
satellite delivery services improve and gain consumer acceptance.  The
attractiveness of cable television compared to satellite delivery systems
may be enhanced now that most satellite-distributed program signals are
being electronically scrambled to permit reception only with authorized
decoding equipment, generally at a cost to the viewer, making unauthorized
reception of such scrambled signals by earth station viewers more
difficult.

In the past federal cross-ownership restrictions have limited entry into
the cable television business by potentially formidable competitors, such
as the telephone companies.  Recent court and administrative decisions have
removed certain of the restrictions, and proposals recently under
consideration by Congress and cases currently pending in the courts could
result in the elimination of other such restrictions.  While the regulatory
scheme for telephone company offerings of video services remains uncertain,
telephone companies are beginning to offer FCC-approved trials of such
services.  One such trial is being pursued by Bell South in a segment of
Scripps Cable's Atlanta, Georgia cluster.  Most observers believe that the
telephone companies will be formidable competitors in offering video
services and that their entry into the video market will hasten consumer
demand for interactive telecommunications capabilities through any system
providing video services.  State regulations, however, in many cases
restrict a cable operator's ability to offer competing interactive
telecommunications services.  (See "Regulation and Legislation.")
Relatedly, many observers believe that competition from the telephone
companies in the video marketplace will impose on cable operators the need
to serve a sufficiently large number of subscribers in contiguous regions
so as to permit the cable operator to compete in the offering of
interactive telecommunications services.

<PAGE>

Management of Scripps Cable cannot predict the extent to which competition
will materialize from other cable television operators, other distribution
systems for delivering video programming to the home, or other potential
competitors, or to the extent of its effect on Scripps Cable's systems.

Programming - Scripps Cable purchases programming from a variety of
suppliers, the charge for which is generally based upon the number of
subscribers receiving the service.  Program costs have risen in recent
years and are expected to continue to increase due to additional
programming offered subscribers, increased costs to produce or purchase
programming, regulation and other factors.  Program costs as a percentage
of basic and premium programming service revenues have also risen in recent
years due to reductions in basic revenue per subscriber as a result of re-
regulation (see "Revenues and Pricing") and to discounts offered to
subscribers receiving multiple premium channels.

Under the Copyright Act of 1976 cable television system operators are
granted compulsory licenses permitting the carriage of the copyrighted
works of local and distant broadcast signals for a statutory fee.  The
Copyright Royalty Tribunal is empowered to review and adjust such fees.
FCC rules on syndicated exclusivity provide that if a local broadcast
licensee has purchased the exclusive local distribution rights for a
particular syndicated program, such licensee is generally entitled to
insist that a local cable television system operator delete that program
from any distant television signal carried by the cable television system.

Under the 1992 Cable Act local broadcast stations may require cable
television operators to pay a fee for the right to continue to carry their
local television signals.  Alternatively, a local broadcaster may demand
carriage under the 1992 Cable Act's "must-carry" provisions.

Regulation and Legislation - The cable television industry is subject to
extensive regulation on the federal, state, and local levels.  Many aspects
of such regulations are currently the subject of judicial proceedings and
administrative or legislative proposals.  The 1992 Cable Act has
significantly expanded the scope of cable television regulation.  The FCC
was required to complete a number of rule-making proceedings under the 1992
Cable Act, the majority of which, including certain of those related to
rate regulation (see "Revenues and Pricing"), have been completed.

The 1992 Act, among other things: (i) reimposed rate regulations on most
cable television systems (see "Revenues and Pricing"); (ii) reimposed "must
carry" rules with respect to local broadcast television signals; (iii)
granted all broadcasters the option to refuse carriage of their signals;
(iv) required that vertically integrated cable television companies not
unreasonably refuse to deal with any multichannel programming distributor
or discriminate in the price, terms, and conditions of carriage of
programming between cable television operators and other multichannel
programming distributors if the effect would be to impede retail
competition; and (v) established cross-ownership rules with respect to
cable television systems and direct broadcast satellite systems, multi-
channel multipoint distribution systems, and satellite master antenna
systems.

The provisions of local cable television franchises are subject to federal
regulation under the Cable Communications Policy Act of 1984 (the "1984
Act").  Pursuant to the 1984 Act, local franchising authorities are given
the right to award and renew one or more franchises for the community over
which they have jurisdiction, the fees for which are prohibited from
exceeding 5% of a cable television system's gross annual revenues.

It is generally agreed that there is a need for a substantial revision of
the statutes governing telecommunications, and the relationship between
cable television and telephone services is a substantial part of the on-
going legislative effort to accomplish that goal.  While legislation is by
no means assured, changes could bring some relief to cable operators from
the 1992 rate regulation requirements as well as provide a frame work for
telephone company competition in the delivery of video services.

Management believes Scripps Cable is in substantial compliance with all
applicable regulatory requirements.

<PAGE>

                          SELECTED FINANCIAL DATA

The following selected combined financial data are derived from the
combined financial statements of Scripps Cable.  The data should be read in
conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations of Scripps Cable" and the combined
financial statements and notes thereto included elsewhere herein.  The
income statement data for the years ended December 31, 1994, 1993, and 1992
and the balance sheet data as of December 31, 1994 and 1993 have been
derived from the audited combined financial statements of Scripps Cable.
The income statement data for the years ended December 31, 1991 and 1990
and the nine months ended September 30, 1995 and 1994, and the balance
sheet data as of September 30, 1995 and 1994 and as of December 31, 1992,
1991, and 1990 are derived from the unaudited combined financial statements
of Scripps Cable, which, in the opinion of management, include all
adjustments (consisting of normal recurring adjustments) necessary for a
fair presentation of financial position and results of operations for such
periods.  Operating results for the nine month periods ended September 30
are not necessarily indicative of results that may be expected for the full
year or for future interim periods.

<TABLE>
SCRIPPS CABLE                                                                                                                     
SELECTED FINANCIAL DATA                                                                                                           
<CAPTION>
( in millions )                                                                                                                   
                                                        For the nine months
                                                         ended September 30,                 For the years ended December 31,
                                                          1995        1994       1994       1993       1992       1991       1990  
<S>                                                     <C>        <C>        <C>        <C>        <C>        <C>        <C>
Summary of Operations                                                                                                             
     Operating revenues                                 $  207.9   $  189.6   $  255.4   $  251.8   $  238.1   $  218.2   $  192.8
                                                                                                                                  
     Operating income                                                                                                             
          Operating income excluding unusual items      $   43.6   $   30.4   $   42.8   $   45.2   $   43.7   $   35.7   $   26.8
          Unusual items                                               (3.0)      (9.5)                           (12.0)           
               Total operating income                       43.6       27.4       33.3       45.2       43.7       23.7       26.8
     Interest expense                                     (25.8)     (25.3)     (33.8)     (29.8)     (30.9)     (34.0)     (34.5)
     Net gains and unusual items                             1.5                                                                  
     Miscellaneous, net                                    (1.9)      (2.3)      (3.0)      (2.4)      (2.4)      (1.8)      (1.1)
     Income taxes                                          (6.6)      (2.7)       10.6      (8.3)     (14.9)      (0.6)        1.2
     Net income (loss)                                  $   10.8   $  (2.9)   $    7.1   $    4.7   $  (4.5)   $ (12.7)   $  (7.6)
                                                                                                                                  
                                                                                                                                  
Other Financial Data                                                                                                              
     EBITDA (see page 70) - excluding unusual items     $   84.7   $   74.7   $  100.1   $  105.3   $  101.3   $   91.6   $   84.4
     EBITDA as a percentage of operating revenues          40.7%      39.4%      39.2%      41.8%      42.5%      42.0%      43.8%
     Depreciation and amortization                          41.1       44.3       57.3       60.0       57.6       55.9       57.6
     Net cash flow from operating activities                62.0       43.7       56.7       65.4       51.4       50.1       43.6
     Investing activity:                                                                                                          
          Capital expenditures                            (30.1)     (28.8)     (41.6)     (67.0)     (58.3)     (36.8)     (35.9)
          Other (investing)/divesting activity, net          2.5     (26.4)     (24.6)      (3.8)      (3.0)      (4.6)      (2.8)
     Total assets                                          419.4      443.8      438.4      430.1      419.9      420.7      429.7
     Long-term debt and advances from parent company       303.4      338.9      336.3      325.0      318.3      310.7      336.3
     Stockholders' equity (deficiency)                    (21.8)     (42.6)     (32.6)     (39.7)     (44.4)     (40.0)     (32.4)
</TABLE>

Scripps Cable acquired several cable television systems adjacent to
existing service areas in the periods presented.  In 1995 Scripps Cable
sold its Barbourville, Ky. system.

In 1994 customers of the Sacramento cable television system were awarded
special rebates in connection with litigation concerning the system's
pricing in the late 1980s.  The rebates and related legal fees totaled $3.0
million and reduced net income $1.7 million.  In the fourth quarter of 1994
Scripps Cable accrued $6.5 million as an estimate of the ultimate costs of
certain lawsuits.  The accrual reduced 1994 net income $4.0 million.

In 1992 management changed its estimate of a tax deduction related to the
redemption of a partnership interest in certain of Scripps Cable's cable
television systems.  The resulting change in the liability for prior year
income taxes decreased 1992 net income $8.4 million.  In the fourth quarter
of 1994 the Internal Revenue Service proposed adjustments related to
certain intangible assets and the redemption of the partnership interest.
Based upon the proposed adjustments management again changed its estimate
of the tax liabilities for prior years.  The resulting change in the
liability for prior year income taxes and the deferred income tax liability
increased 1994 net income $11.8 million.

In 1991 Scripps Cable settled a lawsuit alleging violations of antitrust
and unfair trade practice laws.  The settlement and related legal fees
totaled $12.0 million and reduced net income $7.9 million.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                        OPERATIONS OF SCRIPPS CABLE

Scripps Cable's revenues are primarily earned from subscriber fees for
basic, cable programming and premium television services (including pay-per-
view programming), and the rental of converters and remote control devices.
Historically Scripps Cable's revenue growth has been primarily achieved
through internal subscriber growth, acquisitions, and increases in rates
for services provided to cable television subscribers.  Regulations adopted
by the Federal Communications Commission ("FCC") pursuant to the 1992 Cable
Act have affected Scripps Cable's ability to increase rates for certain
subscriber services or to restructure its rates for certain services.  The
rate regulation, which is described more fully under "Revenues and Pricing"
in this Form 8-K, is generally intended to reduce subscriber rates and to
limit future rate increases for basic and certain other cable programming
services.

RESULTS OF OPERATIONS

Earnings before interest, income taxes, corporate management fees,
depreciation, and amortization ("EBITDA") is included in the discussion of
results of operations because:

   Changes in depreciation and amortization are often unrelated to current
   performance.  Management believes the year-over-year change in EBITDA is a
   more useful measure of year-over-year performance than the change in
   operating income because, combined with information on capital spending
   plans, it is a more reliable indicator of results that may be expected in
   future periods.

   Financial analysts use EBITDA to value cable television businesses.

   Acquisitions of cable television businesses are based on multiples of
   EBITDA.
                                     
 EBITDA should not, however, be construed as an alternative measure of the
 amount of Scripps Cable's income or cash flow from operating activities.

<PAGE>

Combined results of operations are as follows:

<TABLE>
<CAPTION>
( in thousands, except per subscriber                  (Unaudited) 
information )                                      For the nine months ended                       For the years ended
                                                       September 30,                                   December 31,        
                                                1995    Change      1994          1994   Change        1993    Change       1992
<S>                                         <C>         <C>     <C>           <C>        <C>       <C>         <C>      <C>
Operating revenues:                                                                                                               
     Basic and cable                                                                                                              
          programming services              $  137,092  10.8 %  $  123,730    $  165,682  (3.5)%   $  171,703   5.3 %   $  163,069
     Premium programming services               38,945   6.9 %      36,447        49,242   6.1 %       46,401   4.1 %       44,559
     Other monthly service                      13,055   2.6 %      12,720        17,422  19.2 %       14,611  12.4 %       13,002
     Advertising                                 9,428  19.0 %       7,925        11,367  28.2 %        8,870   5.7 %        8,394
     Installation and miscellaneous              9,335   6.4 %       8,773        11,643  14.1 %       10,207  12.2 %        9,094
                                                                                                                                  
Total operating revenues                       207,855   9.6 %     189,595       255,356   1.4 %      251,792   5.7 %      238,118
                                                                                                                                  
Operating expenses:                                                                                                               
     Employee compensation and benefits         32,359   5.5 %      30,673        41,343   5.4 %       39,237   2.4 %       38,332
     Program costs                              52,286  14.8 %      45,529        61,614  10.9 %       55,548   8.4 %       51,225
     Other                                      38,526  (0.5)%      38,722        52,271   1.0 %       51,747   9.5 %       47,267
     Depreciation and amortization              41,105  (7.1)%      44,264        57,331  (4.5)%       60,029   4.3 %       57,580
                                                                                                                                  
Total operating expenses                       164,276   3.2 %     159,188       212,559   2.9 %      206,561   6.3 %      194,404
                                                                                                                                  
Operating income                                                                                                                  
     excluding unusual items                    43,579  43.3 %      30,407        42,797  (5.4)%       45,231   3.5 %       43,714
Unusual items                                                      (2,993)       (9,493)                                          
                                                                                                                                  
Operating income                                43,579              27,414        33,304               45,231               43,714
Interest expense                              (25,823)            (25,295)      (33,789)             (29,805)             (30,934)
Corporate management fee                       (2,657)             (2,218)       (2,957)              (2,293)              (2,252)
Other credits (charges)                            812                (60)          (69)                (139)                (113)
Net gains                                        1,502                                                                            
Income taxes                                   (6,603)             (2,749)        10,590              (8,273)             (14,872)
                                                                                                                                  
Net income (loss)                           $   10,810          $  (2,908)    $    7,079           $    4,721           $  (4,457)
                                                                                                                                  
                                                                                                                                  
Other Financial and Statistical Data:                                                                                             
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
EBITDA excluding unusual items              $   84,684  13.4 %  $   74,671    $  100,128  (4.9)%   $  105,260   3.9 %   $  101,294
                                                                                                                                  
Percent of operating revenues:                                                                                                    
    Operating income                            21.0 %              16.0 %        16.8 %               18.0 %               18.4 %
    EBITDA                                      40.7 %              39.4 %        39.2 %               41.8 %               42.5 %
                                                                                                                                  
Capital expenditures                        $   30,119   4.8 %  $   28,753    $   41,616 (37.9)%   $   67,019  15.0 %   $   58,299
                                                                                                                                  
Average number of basic subscribers              750.0   5.3 %       712.5         717.7   4.9 %        684.3   4.2 %        656.7
                                                                                                                                  
Average monthly revenue                                                                                                           
    per basic subscriber                       $ 30.79   4.1 %     $ 29.57       $ 29.65  (3.3)%      $ 30.66   1.5 %      $ 30.22
                                                                                                                                  
Program costs as a percent                                                                                                        
    of basic and premium revenue                29.7 %              28.4 %        28.7 %               25.5 %               24.7 %
                                                                                                                                  
Homes passed at end of period                  1,184.4   1.8 %     1,163.0       1,170.0   2.0 %      1,146.8   1.6 %      1,128.8
                                                                                                                                  
Basic subscribers at end of period               758.5   4.8 %       724.1         739.2   5.4 %        701.0   4.1 %        673.1
                                                                                                                                  
Penetration at end of period                    64.0 %              62.3 %        63.2 %               61.1 %               59.6 %
</TABLE>

<PAGE>

The following items affected the comparability of the Scripps Cable reported
results of operations:

     In 1995 Scripps Cable sold its cable television system in
     Barbourville, Kentucky.  The sale resulted in a pre-tax gain of $1.5
     million, $0.9 million after-tax.

     In 1994 customers of the Sacramento cable television system were
     awarded special rebates in connection with litigation concerning the
     system's pricing in the late 1980s.  The rebates and related legal fees
     totaled $3.0 million and reduced 1994 nine month and full year net income
     $1.7 million.

     In the fourth quarter of 1994 Scripps Cable accrued $6.5 million as an
     estimate of the ultimate costs of certain lawsuits.  The accrual reduced
     1994 net income $4.0 million.

     In 1992 management changed its estimate of a tax deduction related to
     the redemption of a partnership interest in certain of Scripps Cable's
     cable television systems.  The resulting change in the liability for prior
     year income taxes decreased 1992 net income $8.4 million.  In the fourth
     quarter of 1994 the Internal Revenue Service proposed adjustments related
     to certain intangible assets and the redemption of the partnership
     interest.  Based upon the proposed adjustments management again changed its
     estimate of the tax liabilities for prior years.  The resulting change in
     the liability for prior year income taxes and the deferred income tax
     liability increased 1994 net income $11.8 million.

Rate regulations adopted by the FCC significantly affected Scripps Cable's
operating results in 1994 and in 1993.  The effects of price decreases
resulting from the regulations were partially offset by subscriber growth
in 1994.  After declining year-over-year for five straight quarters, EBITDA
increased in the fourth quarter of 1994 and in each quarter of 1995.

Program costs have increased due to the growth in the number of
subscribers, additional programming offered subscribers, and increased
costs to produce or purchase programming.  Program costs as a percentage of
basic and premium programming service revenues increased sharply in 1994
due to the full-year impact of rate regulation on revenues.


LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operating activities was $56.7 million in 1994, $65.4
million in 1993, and $51.4 million in 1992.  The decrease in 1994 was
primarily due to the effects of rate regulation.  Cash flow from operating
activities was $62.0 million for the nine months ended September 30, 1995
compared to $43.7 million in the 1994 nine month period.  The increase was
primarily due to improved operating performance.

In the third quarter of 1995 Scripps Cable reached an agreement to acquire
cable television systems adjacent to its Knoxville and Chattanooga systems
for $62.5 million.  The acquisition is expected to be completed by the
first quarter of 1996.  Scripps Cable invests heavily in its cable plant,
continually replacing and modernizing its technology by rebuilding and
upgrading its systems with fiber optic cable.  Capital expenditures
decreased in 1994 as the rebuilds of the Knoxville and Chattanooga systems
were substantially completed.  Acquisitions of cable television systems and
capital expenditures are financed through cash flow from operating
activities and, if necessary, additional advances.
                                     
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders,
The E.W. Scripps Company:

We have audited the accompanying combined balance sheets of The E.W.
Scripps Company ("EWS") Cable Television Operations ("Scripps Cable") (see
Note 1) as of December 31, 1994 and 1993, and the related combined
statements of income and retained earnings and of cash flows for each of
the three years in the period ended December 31, 1994. These financial
statements are the responsibility of EWS's management.  Our responsibility
is to express an opinion on the 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, such combined financial statements present fairly, in all
material respects, the financial position of Scripps Cable at December 31,
1994 and 1993, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 1994 in conformity
with generally accepted accounting principles.






DELOITTE & TOUCHE LLP
Cincinnati, Ohio
November 9, 1995

<PAGE>

<TABLE>
SCRIPPS CABLE                                                                                                             
COMBINED BALANCE SHEETS                                                                                                   
<CAPTION>
( in thousands )                                                              (Unaudited)                           
                                                                             September 30,             December 31,          
                                                                                 1995              1994           1993
<S>                                                                         <C>              <C>             <C>      
ASSETS                                                                                                              
CURRENT ASSETS :                                                                                                          
Cash and cash equivalents                                                   $         970    $       2,103   $       2,096
Accounts receivable (less allowances -                                             11,532            9,914           7,850
$1,355, $1,115, and $1,267)
Inventories                                                                        15,314           10,433          14,379
Refundable property taxes                                                                           10,400           7,580
Deferred income taxes                                                               5,421            5,401           4,896
Miscellaneous                                                                       1,855            3,186           3,365
Total current assets                                                               35,092           41,437          40,166
                                                                                                                          
PROPERTY, PLANT, AND EQUIPMENT :                                                                                          
Land and improvements                                                               3,700            3,704           2,087
Buildings and improvements                                                          9,577            9,230           8,872
Equipment                                                                         570,544          548,275         520,354
Total property, plant, and equipment                                              583,821          561,209         531,313
Less accumulated depreciation                                                     295,410          266,980         230,807
Net property, plant, and equipment                                                288,411          294,229         300,506
                                                                                                                          
GOODWILL AND OTHER INTANGIBLE ASSETS :                                                                                    
Goodwill                                                                           40,885           40,671          12,848
Non-competition agreements                                                          5,800            5,800          13,400
Franchise costs                                                                   159,273          159,541         159,452
Customer lists                                                                      1,719            1,719           1,719
Other intangible assets                                                             7,100            7,053           7,053
Total goodwill and other intangible assets                                        214,777          214,784         194,472
Less accumulated amortization                                                     119,502          113,067         109,177
Net goodwill and other intangible assets                                           95,275          101,717          85,295
                                                                                                                          
OTHER ASSETS                                                                          623              993           4,097
                                                                                                                          
TOTAL ASSETS                                                                $     419,401    $     438,376   $     430,064

See notes to combined financial statements.                                                                                   
</TABLE>

<PAGE>

<TABLE>
SCRIPPS CABLE                                                                                                             
COMBINED BALANCE SHEETS                                                                                                   
<CAPTION>
( in thousands )                                                              (Unaudited)                           
                                                                              September 30,           December 31,          
                                                                                 1995              1994           1993
<S>                                                                         <C>              <C>             <C>      
LIABILITIES AND STOCKHOLDER'S DEFICIENCY                                                                                  
CURRENT LIABILITIES :                                                                                                     
Accounts payable                                                            $      13,607    $      14,915   $      12,773
Customer deposits and unearned revenue                                              2,401            3,089           1,005
Accrued liabilities :                                                                                                     
      Employee compensation and benefits                                            1,398            1,276             237
      Copyright and programming costs                                               7,302            7,312           6,507
      Commitments and contingencies                                                 6,500            6,500                
      Property taxes                                                                3,159            1,674           1,591
      Interest on advances from parent company                                      1,618            1,618           1,635
      Income taxes                                                                  6,966            (437)           1,843
      Miscellaneous                                                                 5,688            5,632           7,287
Total current liabilities                                                          48,639           41,579          32,878
                                                                                                                          
DEFERRED INCOME TAXES                                                              79,737           80,622          66,701
                                                                                                                          
ADVANCES FROM PARENT COMPANY                                                      303,371          336,332         324,979
                                                                                                                          
OTHER LONG-TERM OBLIGATIONS                                                         9,490           12,489          45,231
                                                                                                                          
STOCKHOLDER'S DEFICIENCY :                                                                                                
Capital stock                                                                       1,801            1,801           1,801
Additional paid-in capital                                                         35,144           35,144          35,144
Retained earnings (deficit)                                                      (58,781)         (69,591)        (76,670)
Total stockholder's deficiency                                                   (21,836)         (32,646)        (39,725)
                                                                                                                          
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY                              $     419,401    $     438,376   $     430,064
                                                                                                                
                                                                                                                          
See notes to combined financial statements.                                                                                
</TABLE>

<PAGE>

<TABLE>
SCRIPPS CABLE                                                                                                                   
COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS                                                                             
<CAPTION>
( in thousands )                                          (Unaudited)                                                             
                                                   For the nine months ended                          For the years ended
                                                          September 30,                                   December 31,
                                                       1995             1994              1994              1993          1992
<S>                                             <C>                 <C>            <C>                 <C>           <C>
OPERATING REVENUES :                                                                                                            
Basic services                                  $         137,092   $   123,730    $        165,682    $   171,703   $   163,069
Premium programming services                               38,945        36,447              49,242         46,401        44,559
Other monthly services                                     13,055        12,720              17,422         14,611        13,002
Advertising                                                 9,428         7,925              11,367          8,870         8,394
Installation and miscellaneous                              9,335         8,773              11,643         10,207         9,094
Total operating revenues                                  207,855       189,595             255,356        251,792       238,118
                                                                                                                                
OPERATING EXPENSES :                                                                                                            
Employee compensation and benefits                         32,359        30,673              41,343         39,237        38,332
Cable television programming costs                         52,286        45,529              61,614         55,548        51,225
Other operating expenses                                   38,526        41,715              61,764         51,747        47,267
Depreciation and amortization                              41,105        44,264              57,331         60,029        57,580
Total operating expenses                                  164,276       162,181             222,052        206,561       194,404
                                                                                                                                
OPERATING INCOME                                           43,579        27,414              33,304         45,231        43,714
                                                                                                                                
OTHER CREDITS (CHARGES) :                                                                                                       
Interest on advances from parent company                 (25,571)      (25,038)            (33,447)       (28,916)      (30,479)
Other interest expense                                      (252)         (257)               (342)          (889)         (455)
Corporate management fee                                  (2,657)       (2,218)             (2,957)        (2,293)       (2,252)
Gain on sale of cable television system                     1,502                                                               
Miscellaneous, net                                            812          (60)                (69)          (139)         (113)
Net other credits (charges)                              (26,166)      (27,573)            (36,815)       (32,237)      (33,299)
                                                                                                                                
INCOME (LOSS) BEFORE INCOME TAXES                          17,413         (159)             (3,511)         12,994        10,415
                                                                                                                                
PROVISION (CREDIT) FOR INCOME TAXES                         6,603         2,749            (10,590)          8,273        14,872
                                                                                                                                
NET INCOME (LOSS)                                          10,810       (2,908)               7,079          4,721       (4,457)
                                                                                                                                
RETAINED EARNINGS (DEFICIT) :                                                                                                   
Beginning of year                                        (69,591)      (76,670)            (76,670)       (81,391)      (76,934)
                                                                                                                                
End of period                                   $        (58,781)   $  (79,578)    $       (69,591)    $  (76,670)   $  (81,391)
                                                                                                                                
                                                                                                                                
See notes to combined financial statements.                                                                                     
</TABLE>
<PAGE>

<TABLE>
SCRIPPS CABLE                                                                                                                   
COMBINED STATEMENTS OF CASH FLOWS                                                                                               
<CAPTION>
( in thousands )                                           (Unaudited)                                                             
                                                   For the nine months ended                        For the years ended
                                                           September 30,                                 December 31,  
                                                       1995             1994              1994              1993          1992
<S>                                             <C>                 <C>            <C>                 <C>           <C>
Cash Flows From Operating Activities:                                                                                           
Net income (loss)                               $          10,810   $   (2,908)    $          7,079    $     4,721   $   (4,457)
Adjustments to reconcile net income (loss)                                                                                      
     to net cash flows from operating                                                                                           
       activities:
     Depreciation and amortization                         41,105        44,264              57,331         60,029        57,580
     Gain on sale of cable television system              (1,502)                                                               
     Deferred income taxes                                  (905)            69               (657)        (3,866)       (4,513)
     Adjustment of liability for prior year                                                (11,800)                        8,400
       income taxes
     Payment of prior year income taxes to                                                  (7,400)                             
       Scripps
     Prepaid franchise fees                                 1,932         1,932               2,574          2,574         2,574
     Refundable property taxes                             10,400       (2,820)             (2,820)        (3,788)       (3,792)
     Commitments and contingencies                                                            6,500                             
     Changes in certain working capital                     1,892         1,498               4,262          6,504       (9,811)
        accounts
     Miscellaneous, net                                   (1,778)         1,657               1,629          (809)         5,383
Net operating activities                                   61,954        43,692              56,698         65,365        51,364
                                                                                                                                
Cash Flows From Investing Activities:                                                                                           
Additions to property, plant, and equipment              (30,119)      (28,753)            (41,616)       (67,019)      (58,299)
Additions to intangible assets                               (78)          (15)                (89)           (62)         (759)
Purchase of subsidiary companies                                                                                                
     and minority interests                                 (259)      (26,361)            (26,501)        (7,121)       (2,471)
Miscellaneous, net                                          2,830          (62)               2,037          3,377           244
Net investing activities                                 (27,626)      (55,191)            (66,169)       (70,825)      (61,285)
                                                                                                                                
Cash Flows From Financing Activities:                                                                                           
Increases in advances from parent company                                15,525              13,455          8,613         9,264
Payments on long-term debt                                                                                    (71)         (119)
Payments on advances from parent company                 (32,961)       (1,557)             (2,102)        (1,906)       (1,728)
Miscellaneous, net                                        (2,500)       (1,250)             (1,875)          (593)           (9)
Net financing activities                                 (35,461)        12,718               9,478          6,043         7,408
                                                                                                                                
Increase (Decrease) in Cash and Cash                      (1,133)         1,219                   7            583       (2,513)
Equivalents
                                                                                                                                
Cash and Cash Equivalents:                                                                                                      
Beginning of year                                           2,103         2,096               2,096          1,513         4,026
                                                                                                                                
End of period                                   $             970   $     3,315    $          2,103    $     2,096   $     1,513
                                                                                                                                
Supplemental Cash Flow Disclosures:                                                                                             
Interest paid                                   $          25,722   $    25,044    $         33,472    $    29,821   $    30,514
Income taxes paid                                             705         4,064              10,947          8,582        11,772
                                                                                                                                
See notes to combined financial statements.                                                                                     
</TABLE>

<PAGE>

SCRIPPS CABLE
NOTES TO COMBINED FINANCIAL STATEMENTS

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The combined financial statements of The E.W.
Scripps Company ("Scripps") Cable Television Operations ("Scripps Cable") 
include EWS Cable Company ("EWSCC") - 100 shares of no-par capital stock 
authorized, 50 shares issued and outstanding; L-R Cable Company ("LRCC") - 
100 shares of no-par capital stock authorized, 50 shares issued and 
outstanding; Scripps Howard Cable Company ("SHCC") - 100 shares of no-par 
capital stock authorized, 80 shares issued and outstanding; and Scripps 
Howard Cable Company of Sacramento ("SHCCS") - 2,000 shares of no-par 
capital stock authorized, 100 shares issued and outstanding.

EWSCC and LRCC are wholly-owned subsidiaries of Scripps Howard, Inc. ("SHI").  
SHCC and SHCCS are wholly-owned subsidiary companies of Scripps Howard 
Broadcasting Company ("SHB").  Prior to 1993 SHB was 86%-owned by SHI.  
SHI acquired 5.7% of the outstanding shares of SHB in 1993 and Scripps 
acquired the remaining minority interest in SHB in 1994 (see Note 2).

The historical basis in assets and liabilities of the cable television
systems has been carried over.  The historical combined financial
statements do not necessarily reflect the results of operations or
financial position that would have existed if Scripps Cable were an
independent company.  SHI provides certain legal, treasury, accounting,
tax, risk management and other corporate services to Scripps Cable (see
Note 7).

Nature of Business - Scripps Cable operates cable television systems in
several states in the southeastern United States, Colorado, and Sacramento,
California.

Unaudited Interim Financial Statements - The combined financial statements
as of September 30, 1995 and for the nine months ended September 30, 1995
and 1994 are unaudited.  In management's opinion the interim financial
statements include all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of the financial position
and results of operations and cash flows for these periods.

The results for the interim periods are not necessarily indicative of the
results that may be expected for the full year.

Cash and Cash Equivalents - Cash and cash equivalents represent cash on
hand, bank deposits, and highly liquid debt instruments with an original
maturity of up to three months.  Cash equivalents are stated at cost plus
accrued interest, which approximates fair value (see Note 7).

Inventories - Inventories include converters, remote controls, and supplies
used to install and maintain cable television services.  Inventories are
stated at the lower of cost or market. Cost is computed using the first in,
first out ("FIFO") method.

<PAGE>

Property, Plant, and Equipment - Property, plant, and equipment is recorded
at cost.  Costs of constructing transmission and distribution systems are
capitalized.  Maintenance and repairs are expensed as incurred.

Depreciation is computed using the straight-line method over estimated
useful lives as follows:

Buildings and improvements                                  35 years
Cable television transmission and distribution systems      10 to 15 years
Other cable television equipment                             5 to 10 years
Office and other equipment                                   3 to 10 years

Goodwill and Other Intangible Assets - Goodwill and other intangible assets
are stated at the lower of unamortized cost or fair value.  At each balance
sheet date management reviews the realizability of goodwill and other
intangible assets based upon undiscounted estimated future net cash flows
of regional groupings of cable television systems.  An impairment loss is
recognized when the unamortized cost of the assets of a grouping of cable
television systems exceeds the undiscounted estimated future net cash
flows.

Goodwill represents the cost of acquisitions in excess of tangible assets
and identifiable intangible assets received and also includes the excess of
cost over book value of shares purchased from minority SHB shareholders
allocated to Scripps Cable.  Goodwill is amortized on the straight-line
basis over periods of up to forty years.

Cable television franchises are amortized on the straight-line basis
generally over the remaining terms of acquired cable systems' franchise
agreements.  Non-competition agreements are amortized on the straight-line
basis over the terms of the agreements.  Other intangible assets are
amortized on the straight-line basis over estimated useful lives not
exceeding forty years.

Income Taxes - Scripps Cable is included in the consolidated federal tax
return of Scripps.

The provision (credit) for income taxes is generally prepared as if Scripps
Cable filed a separate return, however tax benefits for taxable losses and
other deductions that would be limited if Scripps Cable were an independent
company are recognized currently if such losses and benefits are utilized
in the consolidated Scripps provision.

Deferred income taxes are provided for temporary differences between the
tax basis and reported amounts of assets and liabilities that will result
in taxable or deductible amounts in future years.  Scripps Cable's
temporary differences primarily result from accelerated depreciation and
amortization for tax purposes and accrued expenses not deductible for tax
purposes until paid.

Postemployment Benefits - Scripps adopted FAS No. 106 - Employers'
Accounting for Postretirement Benefits Other Than Pensions in 1992.
Postretirement benefits are recognized during the years that employees
render service.  Scripps Cable has no significant postretirement benefit
obligations.  Other postemployment benefits, such as disability-related
benefits and severance, are recognized when the benefits become payable.

Self-Insurance - Scripps is primarily self-insured for employee health,
workers' compensation, and general liability insurance.  Self-insurance
liabilities are estimated based upon claims filed and estimated claims
incurred but not reported.  The cost of such insurance is allocated to
Scripps Cable based upon estimated claims.  The self-insurance liabilities
are not discounted and are classified as Advances From Parent Company in
the accompanying Combined Balance Sheets.

Revenue Recognition - Scripps Cable bills its customers in advance and
recognizes revenue as cable television services are provided.  Credit risk
is managed by disconnecting services to delinquent customers.  Installation
revenues are generally less than direct selling and installation costs and
are recognized on the date of installation.

<PAGE> 
 
 2.   ACQUISITIONS AND DIVESTITURES
 
Acquisitions
In the third quarter of 1995 SHB reached an agreement to acquire cable
television systems adjacent to the Knoxville and Chattanooga systems for
$62,500,000.
 
Scripps Cable acquired several cable television systems adjacent to
existing service areas in the three years ended December 31, 1994.
 
In 1993 SHI acquired 5.7% of the outstanding shares of SHB and in 1994
Scripps acquired the remaining minority interest in SHB.  The excess of
the cost over the book value of the shares related to SHB's cable
television operations has been recorded as goodwill by Scripps Cable.

The following table presents additional information about the acquisitions:

<TABLE>
<CAPTION>
( in thousands )                                          (Unaudited)                                                             
                                                   For the nine months ended                      For the years ended
                                                          September 30,                                December 31,
                                                       1995             1994              1994              1993          1992
<S>                                             <C>               <C>           <C>                 <C>            <C>        
Goodwill and other intangible assets acquired   $             167 $         158 $               233 $          161 $         600
Other assets acquired                                          92            87                 152             90         1,990
Liabilities assumed                                                                                                        (119)
                                                                                                                                
Total cable television system acquisitions                    259           245                 385            251         2,471
Excess of cost over book value of SHB stock                                                                                     
     allocated to Scripps Cable and paid to SHI                          26,116              26,116          6,870              
                                                                                                                                
Total                                           $             259 $      26,361 $            26,501 $        7,121 $       2,471
</TABLE>


  
The acquisitions have been accounted for as purchases.  The acquired
operations have been included in the Combined Statements of Income from
the dates of acquisition.  Pro forma results are not presented because
the combined results of operations would not be significantly different
from the reported amounts.
  
  
Divestitures
In 1995 Scripps Cable sold its cable television system in Barbourville,
Kentucky.  The sale resulted in a pre-tax gain of $1,502,000.
  
<PAGE>  

3.INCOME TAXES
  
The IRS is currently examining Scripps' consolidated income tax returns for
the years 1988 through 1991.  In 1995 Scripps reached agreement with the
IRS to settle the audits of its 1985 through 1987 tax returns.  There was
no charge to income as a result of the settlement.

In 1992 management changed its estimate of a tax deduction received in the
redemption of a partnership interest in certain of its cable television
systems.  The resulting change in the liability for prior year income taxes
decreased net income $8,400,000.   In 1994 the IRS proposed adjustments
related to certain intangible assets and the redemption of the partnership
interest.  Based upon the proposed adjustments management again changed its
estimate of the tax liabilities for prior years.  The resulting change in
the liability for prior year income taxes and the deferred income tax
liability increased 1994 net income $11,800,000.

Management believes that adequate provision for income taxes has been made
for all open years.

The approximate effects of the temporary differences giving rise to Scripps
Cable's deferred income tax liabilities (assets) are as follows:

<TABLE>
<CAPTION>
( in thousands )                                                                                                    
                                                                                                        December 31,          
                                                                                                   1994           1993
<S>                                                                                          <C>             <C>       
Accelerated depreciation and amortization                                                    $      85,870   $      71,516
Commitments and contingencies                                                                      (2,470)                
Refundable property taxes                                                                                          (2,900)
Other temporary differences, net                                                                   (1,892)         (1,027)
                                                                                                                          
Total                                                                                               81,508          67,589
State net operating loss carryforwards                                                             (8,949)         (7,516)
Valuation allowance for state deferred tax assets                                                    2,662           1,732
                                                                                                                          
Net deferred tax liability                                                                   $      75,221   $      61,805
</TABLE>


Scripps Cable's state net operating loss carryforwards expire from 2000
through 2019.  In 1992 the state of Tennessee extended the loss
carryforward period to 15 years and management reduced its estimate of the
valuation allowance increasing net income $3,600,000.

<PAGE>

The provision (credit) for income taxes is as follows:

<TABLE>
<CAPTION>
( in thousands )                                                                                                            
                                                                                                   For the years ended 
                                                                                                         December 31,
                                                                                          1994              1993          1992
<S>                                                                                <C>                 <C>           <C>    
Current:                                                                                                                        
     Federal                                                                       $       (10,290)    $    11,905   $    18,431
     State and local                                                                            357            234           954
                                                                                                                                
Total current                                                                               (9,933)         12,139        19,385
                                                                                                                                
Deferred:                                                                                                                       
     Federal                                                                                (2,482)        (4,141)         (744)
     State and local                                                                          1,825            275       (3,769)
                                                                                                                                
Total deferred                                                                                (657)        (3,866)       (4,513)
                                                                                                                                
Total income tax provision (credit)                                                $       (10,590)    $     8,273   $    14,872
</TABLE>


The difference between the statutory rate for federal income tax and the
effective income tax rate is as follows:


<TABLE>
<CAPTION>
                                                                                                                                
                                                                                                     For the years ended
                                                                                                        December 31,
                                                                                          1994              1993          1992
<S>                                                                                        <C>              <C>           <C>
Statutory rate                                                                              (35.0)%         35.0 %         34.0 %
Effect of:                                                                                                                      
     State and local income taxes                                                              41.0            2.6        (17.9)
     Amortization not deductible for tax purposes                                              30.3           17.8          44.5
     Increase in tax rate to 35% on deferred tax liabilities                                                  10.5              
     Change in estimated tax basis and lives of certain assets                              (336.3)                         80.7
     Miscellaneous                                                                            (1.6)          (2.2)           1.5
                                                                                                                                
Effective income tax rate                                                                  (301.6)%         63.7 %        142.8 %
</TABLE>

<PAGE>

4.ADVANCES FROM PARENT COMPANY
  
Advances from parent company consisted of the following at December 31:

<TABLE>
<CAPTION>
( in thousands )                                                                                                    
                                                                                                      December 31,          
                                                                                                   1994           1993
<C>                                                                                          <C>             <C>      
9.5% note, due to Scripps through 2017                                                       $     127,019   $     128,504
11% note, due to Scripps through 2017                                                               66,806          67,423
Variable rate borrowings from SHI                                                                  142,507         129,052
                                                                                                                          
Total advances                                                                               $     336,332   $     324,979
</TABLE>


Scripps Cable has a variable rate borrowing agreement with SHI.  Interest
on the borrowings is charged at 1% over the prime interest rate.  SHI also
manages Scripps Cable's daily flow of cash (see Note 7).  Net cash
deficiencies are included in variable rate borrowings.  Interest on cash
deficiencies is charged at SHI's short-term borrowing rate.

Scheduled maturities of the 9.5% and 11% notes are as follows:  1995,
$2,319,000; 1996, $2,558,000; 1997, $2,822,000; 1998, $3,114,000; 1999,
$3,436,000; and later years, $179,576,000.  All advances are classified as
non-current as such amounts can be refinanced on a long-term basis.

<PAGE>

5.EMPLOYEE BENEFIT PLANS
  
SHI sponsors a defined benefit plan covering substantially all employees of
Scripps Cable.  Benefits are generally based on the employees' compensation
and years of service.  Funding is based on the requirements of the plan and
applicable federal laws.

SHI also sponsors a defined contribution plan covering substantially all
employees of Scripps Cable.  Scripps Cable matches a portion of employees'
voluntary contributions to the plan.

Retirement plans expense allocated to Scripps Cable consisted of the
following:

<TABLE>
<CAPTION>
( in thousands )                                                                                                            
                                                                                                For the years ended
                                                                                                       December 31, 
                                                                                          1994              1993          1992
<S>                                                                                <C>                 <C>           <C>      
Service cost                                                                       $            684    $       615   $       450
Interest cost                                                                                   321            284           240
Actual return on plan assets                                                                   (20)             67            30
Net amortization and deferral                                                                    58           (43)            80
                                                                                                                                
Defined benefit plan                                                                          1,043            923           800
Defined contribution plan                                                                       429            373           346
                                                                                                                                
Total retirement plans expense                                                     $          1,472    $     1,296   $     1,146
</TABLE>

Assumptions used in the accounting for the defined benefit plan were 
as follows:

<TABLE>
<CAPTION>
                                                                                                  For the years ended
                                                                                                        December 31,
                                                                                          1994              1993          1992
<S>                                                                                            <C>            <C>           <C>
Discount rate as of December 31                                                                8.5%           7.0%          8.0%
Expected long-term rate of return on plan assets                                               9.5%           8.0%          9.0%
Rate of increase in compensation levels                                                        5.0%           3.5%          4.5%
</TABLE>


Scripps Cable's allocation of the funded status of the defined benefit 
plan at December 31 was as follows:

<TABLE>
<CAPTION>
( in thousands )                                                                                                            
                                                                                                  For the years ended
                                                                                                        December 31,
                                                                                          1994              1993          1992
<S>                                                                                <C>                 <C>           <C>          
Actuarial present value of projected benefits                                      $          4,462    $     4,631   $     3,579
Plan assets at fair value                                                                     2,411            851           891
                                                                                                                                
Projected benefits in excess of plan assets                                        $          2,051    $     3,780   $     2,688
</TABLE>


Plan assets primarily consist of marketable equity and fixed-income
securities.

<PAGE>

6.COMMITMENTS AND CONTINGENCIES
  
In 1994 Scripps Cable accrued $6,500,000 as an estimate of the ultimate
costs of certain lawsuits.  Scripps Cable is also involved in other
litigation arising in the ordinary course of business, none of which is
expected to result in material loss.

In 1994 customers of the Sacramento cable television system were awarded
special rebates in connection with litigation concerning the system's
pricing in the late 1980s.  The rebates and related legal fees totaled
$2,993,000.

Minimum payments on non-cancelable leases at December 31, 1994 were as
follows:  1995, $415,000; 1996, $214,000; 1997, $195,000; 1998, $170,000;
1999, $134,000; and later years, $710,000.

Rental expense for cancelable and non-cancelable leases was as follows:
1994, $3,790,000; 1993, $4,270,000; and 1992, $4,000,000.



7.PARENT COMPANY RELATIONSHIP

Scripps Cable participates in SHI's controlled disbursement system, where
the bank sends daily notification of checks presented for payment.  SHI
transfers funds from other sources to cover checks presented for payment.
This program generally results in book overdrafts as a result of checks
outstanding.  These book overdrafts have been classified as Accounts
Payable in the Combined Balance Sheets.

SHI also manages Scripps Cable's daily flow of cash.  Cash excesses or
deficiencies earn or incur interest at appropriate short-term market rates.
Cash deficiencies are classified as Advances From Parent Company in the
accompanying Combined Balance Sheets (see Note 4).

The balance of advances, including cash deficiencies, at December 31, 1994
and 1993 was $336,332,000 and $324,979,000.  Interest charged on advances
and cash deficiencies was $33,447,000 in 1994, $28,916,000 in 1993, and
$30,479,000 in 1992.  Interest accrued on the advances at December 31 was
$1,618,000 in 1994 and $1,635,000 in 1993.

The federal tax provision (credit) allocated to Scripps Cable was
($12,772,000) in 1994, $7,764,000 in 1993, and $17,687,000 in 1992.  The
current federal income tax payable (receivable) at December 31 was
($350,000) in 1994 and $2,510,000 in 1993.

Scripps Cable also purchases certain materials and services from SHI. The
prices charged are generally equal to prices that Scripps Cable would have
been able to negotiate on its own.  SHI also provides management services
to all of its subsidiaries.  Scripps Cable's share of the cost of such
services was $2,957,000 in 1994, $2,293,000 in 1993, and $2,252,000 in
1992.




8. PROPOSED TRANSACTION
                                     
In October 1995 Scripps reached a definitive agreement that will result in
Scripps Cable being owned by Comcast Corporation ("Comcast") through a tax-
free transaction.  In the transaction Scripps will transfer to its
shareholders ownership of its non-cable operations in a separate entity
("New Scripps").  Following the transaction each Scripps shareholder will
receive one share in New Scripps and shares of Comcast in exchange for each
share of Scripps owned prior to the transaction.  The number of Comcast
shares received by Scripps shareholders will depend upon the market price
of Comcast shares during a specified period shortly prior to closing.
                                     
The transaction is expected to close in 1996 and is conditioned upon, among
other things, approval by Scripps and Comcast shareholders.  Controlling
shareholders in Scripps and Comcast have agreed to vote in favor of the
transaction.

Certain liabilities included in these combined financial statements will
not be assumed by Comcast.  At September 30, 1995 those liabilities totaled
approximately $331,400,000.

<PAGE>
                                     
              FINANCIAL STATEMENTS AND FINANCIAL INFORMATION

See index to financial statements at page F-1 of this 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 :  December 28, 1995    By:  /s/ D. J. Castellini

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

<PAGE>
                         THE E.W. SCRIPPS COMPANY
                                     
          Index to Financial Statements and Financial Information

Item No.                                                       Page

THE E.W. SCRIPPS COMPANY
(A)  1.  Selected Financial Data                                 27

     2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations                     29

     3.  Independent Auditors' Report                            38

     4.  Consolidated Balance Sheets                             39

     5.  Consolidated Statements of Income
             and Retained Earnings                               41

     6.  Consolidated Statements of Cash Flows                   42

     7.  Consolidated Statements of Stockholders' Equity         43

     8.  Notes to Consolidated Financial Statements              44

     9.  Valuation and Qualifying Accounts                       63

SCRIPPS CABLE
(B)  1.  Selected Financial Data                                 69

     2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations of Scripps Cable    70

     3.  Independent Auditors' Report                            73

     4.  Combined Balance Sheets                                 74

     5.  Combined Statements of Income                           76

     6.  Combined Statements of Cash Flows                       77

     7.  Notes to Combined Financial Statements                  78

<PAGE>

                         THE E.W. SCRIPPS COMPANY
                                     
                 Index to Pro Forma Financial Information
                                     

Item No.                                                         Page

(B)  1.  Pro Forma Balance Sheet as of September 30, 1995.       P - 2

     2.  Pro Forma Statements of Income for the Nine Months 
          Ended September 30, 1995.                              P - 4

     3.  Pro Forma Statements of Income for the Year Ended
          December 31, 1994.                                     P - 5

     4.  Notes to Pro Forma Financial Information.               P - 6


<PAGE>

<TABLE>
THE E.W. SCRIPPS COMPANY                                                                                                        
PRO FORMA BALANCE SHEET                                                                                                         
AS OF SEPTEMBER 30, 1995                                                                                                        
<CAPTION>
( in thousands )                                                                                                               
                                                                REPORTED        SCRIPPS       PRO FORMA             PRO FORMA  
                                                                AMOUNTS         CABLE         ADJUSTMENTS           AMOUNTS
<S>                                                         <C>              <C>           <C>                   <C>    
ASSETS                                                                                                                         
CURRENT ASSETS:                                                                                                                 
     Cash and cash equivalents                              $       14,579   $       970   $         970  (A)                   
                                                                                                 (3,823)  (F)                   
                                                                                                 (8,000)  (D)    $       2,756  
     Short-term investments                                         38,000                      (38,000)  (F)                   
     Accounts and notes receivable                                 159,464        12,887                               146,577  
         Less allowances                                             5,377         1,355                                 4,022  
     Net accounts and notes receivable                             154,087        11,532                               142,555  
     Program rights and production costs                            46,199                                              46,199  
     Refundable income taxes                                        23,255                                              23,255  
     Inventories                                                    31,790        15,314                                16,476  
     Deferred income taxes                                          23,771         5,421                                18,350  
     Miscellaneous                                                  22,651         1,855                                20,796  
     Total current assets                                          354,332        35,092        (48,853)               270,387  
                                                                                                                                
INVESTMENTS                                                         52,375           267                                52,108  
                                                                                                                                
PROPERTY, PLANT, AND EQUIPMENT                                                                                                  
     Land and improvements                                          43,460         3,700                                39,760  
     Buildings and improvements                                    190,730         9,577                               181,153  
     Equipment                                                   1,080,825       570,544                               510,281  
     Total property, plant, and equipment                        1,315,015       583,821                               731,194  
     Less accumulated depreciation                                 602,111       295,410                               306,701  
     Net property, plant, and equipment                            712,904       288,411                               424,493  
                                                                                                                                
GOODWILL AND OTHER INTANGIBLE ASSETS                                                                                            
     Goodwill and other intangible assets                          867,783       214,777                               653,006  
     Less accumulated amortization                                 271,804       119,502                               152,302  
     Net goodwill and other intangible assets                      595,979        95,275                               500,704  
                                                                                                                                
OTHER ASSETS:                                                                                                                   
     Program rights and production costs (less current              55,577                                              55,577  
        portion)
     Miscellaneous                                                   9,907           356                                 9,551  
     Total other assets                                             65,484           356                                65,128  
                                                                                                                                
TOTAL ASSETS                                                $    1,781,074   $   419,401   $    (48,853)         $   1,312,820  
</TABLE>

<PAGE>

<TABLE>
THE E.W. SCRIPPS COMPANY                                                                                                        
PRO FORMA BALANCE SHEET                                                                                                         
AS OF SEPTEMBER 30, 1995                                                                                                        
<CAPTION>
( in thousands )                                                                                                               
                                                                REPORTED        SCRIPPS       PRO FORMA             PRO FORMA  
                                                                AMOUNTS         CABLE         ADJUSTMENTS           AMOUNTS
<S>                                                         <C>              <C>           <C>                   <C>    
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                            
CURRENT LIABILITIES:                                                                                                            
    Current portion of long-term debt                       $       47,043                 $      23,460  (F)    $      70,503  
    Accounts payable                                                91,414   $    13,607           3,061  (A)           80,868  
    Customer deposits and unearned revenue                          23,248         2,401                                20,847  
    Accrued liabilities:                                                                                                        
        Employee compensation and benefits                          31,322         1,398                                29,924  
        Artist and author royalties                                  9,277                                               9,277  
        Copyright and programming costs                              7,523         7,302                                   221  
        Interest                                                     2,297         1,618           1,618  (A)                   
                                                                                                 (1,323)  (E)              974  
        Income taxes                                                 2,345         6,966           6,966  (A)            2,345  
        Miscellaneous                                               47,243        15,347           7,500  (A)           39,396  
    Total current liabilities                                      261,712        48,639          41,282               254,355  
                                                                                                                                
DEFERRED INCOME TAXES                                              161,393        79,737         (2,850)  (A)           78,806  
                                                                                                                                
ADVANCES FROM PARENT COMPANY                                                     303,371         303,371  (A)                   
                                                                                                                                
LONG-TERM DEBT (LESS CURRENT PORTION)                               63,461                      (61,272)  (E)            2,189  
                                                                                                                                
OTHER LONG-TERM OBLIGATIONS AND MINORITY INTERESTS                 133,461         9,490           8,900  (A)          132,871  
                                                                                                                                
STOCKHOLDERS' EQUITY                                             1,161,047      (21,836)       (338,284)  (D)          844,599  
                                                                                                                                
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $    1,781,074   $   419,401  $     (48,853)         $   1,312,820  
</TABLE>

<PAGE>

<TABLE>
THE E.W. SCRIPPS COMPANY                                                                                                        
PRO FORMA STATEMENT OF INCOME                                                                                                   
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995                                                                                    
<CAPTION>
( in thousands, except per share data )                                                                                        
                                                                REPORTED        SCRIPPS       PRO FORMA             PRO FORMA  
                                                                AMOUNTS          CABLE       ADJUSTMENTS             AMOUNTS   
<S>                                                         <C>              <C>           <C>                   <C>
OPERATING REVENUES:                                                                                                             
    Advertising                                             $      337,234                                       $     337,234  
    Circulation                                                     93,242                                              93,242  
    Other newspaper revenue                                         38,156                                              38,156  
    Total newspapers                                               468,632                                             468,632  
    Broadcasting                                                   211,711                                             211,711  
    Cable television                                               207,855   $   207,855                                        
    Entertainment                                                   68,964                                              68,964  
    Total operating revenues                                       957,162       207,855                               749,307  
                                                                                                                                
OPERATING EXPENSES:                                                                                                             
    Employee compensation and benefits                             285,273        32,359                               252,914  
    Program rights and production costs                             94,436        52,286                                42,150  
    Newsprint and ink                                               88,260                                              88,260  
    Other operating expenses                                       227,799        38,526   $       1,402  (G)                   
                                                                                                     547  (B)          191,222  
    Depreciation                                                    69,089        34,712             100  (G)           34,477  
    Amortization of intangible assets                               21,548         6,393                                15,155  
    Total operating expenses                                       786,405       164,276           2,049               624,178  
                                                                                                                                
OPERATING INCOME                                                   170,757        43,579         (2,049)               125,129  
                                                                                                                                
OTHER CREDITS (CHARGES):                                                                                                        
    Interest on advances from parent                                            (25,571)        (25,571)  (B)                   
    Interest expense                                               (8,875)         (252)           3,402  (E)                   
                                                                                                 (1,818)  (F)          (7,039)  
    Corporate management fees                                                    (2,657)         (2,657)  (B)                   
    Miscellaneous, net                                               3,415         2,314         (1,294)  (F)                   
                                                                                                   1,502  (G)            1,309  
    Net other credits (charges)                                    (5,460)      (26,166)        (26,436)               (5,730)  
                                                                                                                                
                                                                                                                                
INCOME BEFORE TAXES AND MINORITY INTERESTS                         165,297        17,413        (28,485)               119,399  
                                                                                                                                
PROVISION FOR INCOME TAXES                                          69,823         6,603        (10,824)  (C)           52,396  
                                                                                                                                
INCOME BEFORE MINORITY INTERESTS                                    95,474        10,810        (17,661)                67,003  
                                                                                                                                
MINORITY INTERESTS                                                   2,587                                               2,587  
                                                                                                                                
NET INCOME                                                  $       92,887   $    10,810   $    (17,661)         $      64,416  
                                                                                                                                
                                                                                                                                
AVERAGE WEIGHTED SHARES                                             79,930        79,930          79,930                79,930  
                                                                                                                                
EARNINGS PER SHARE                                                   $1.16          $.14          ($.22)                  $.81  
</TABLE>
<PAGE>

<TABLE>
THE E.W. SCRIPPS COMPANY                                                                                                        
PRO FORMA STATEMENT OF INCOME                                                                                                   
FOR THE YEAR ENDED DECEMBER 31, 1994                                                                                            
<CAPTION>
( in thousands, except per share data )                                                                                        
                                                                REPORTED        SCRIPPS       PRO FORMA             PRO FORMA  
                                                                AMOUNTS          CABLE       ADJUSTMENTS             AMOUNTS   
<S>                                                         <C>              <C>           <C>                   <C>
OPERATING REVENUES:                                                                                                             
    Advertising                                             $      433,551                                       $     433,551  
    Circulation                                                    116,684                                             116,684  
    Other newspaper revenue                                         52,703                                              52,703  
    Total newspapers                                               602,938                                             602,938  
    Broadcasting                                                   288,184                                             288,184  
    Cable television                                               255,356   $   255,356                                        
    Entertainment                                                   73,473                                              73,473  
    Total operating revenues                                     1,219,951       255,356                               964,595  
                                                                                                                                
OPERATING EXPENSES:                                                                                                             
    Employee compensation and benefits                             359,972        41,343                               318,629  
    Program rights and production costs                            121,696        61,614                                60,082  
    Newsprint and ink                                               94,160                                              94,160  
    Other operating expenses                                       303,809        61,764   $       6,500  (G)                   
                                                                                                     633  (B)          249,178  
    Depreciation                                                    85,883        45,843                                40,040  
    Amortization of intangible assets                               30,384        11,488                                18,896  
    Total operating expenses                                       995,904       222,052           7,133               780,985  
                                                                                                                                
OPERATING INCOME                                                   224,047        33,304         (7,133)               183,610  
                                                                                                                                
OTHER CREDITS (CHARGES):                                                                                                        
    Interest on advances from parent company                                    (33,447)        (33,447)  (B)                   
    Interest expense                                              (16,616)         (342)           6,195  (E)                   
                                                                                                 (3,804)  (F)         (13,883)  
    Corporate management fees                                                    (2,957)         (2,957)  (B)                   
    Net gains and unusual items                                     11,151                         3,500  (G)           14,651  
    Miscellaneous, net                                               (986)          (69)           (335)  (F)          (1,252)  
    Net other credits (charges)                                    (6,451)      (36,815)        (30,848)                 (484)  
                                                                                                                                
INCOME BEFORE TAXES AND MINORITY INTERESTS                         217,596       (3,511)        (37,981)               183,126  
                                                                                                                                
PROVISION FOR INCOME TAXES                                          86,925      (10,590)        (16,293)  (C)           81,222  
                                                                                                                                
INCOME BEFORE MINORITY INTERESTS                                   130,671         7,079        (21,688)               101,904  
                                                                                                                                
MINORITY INTERESTS                                                   7,988                         (155)  (H)            7,833  
                                                                                                                                
NET INCOME                                                  $      122,683   $     7,079   $    (21,533)         $      94,071  
                                                                                                                                
                                                                                                                                
AVERAGE WEIGHTED SHARES                                             76,246        76,246          76,246                76,246  
                                                                                                                                
EARNINGS PER SHARE                                                   $1.61          $.09          ($.28)                 $1.23  
</TABLE>

<PAGE>

                         THE E.W. SCRIPPS COMPANY
                                     
                 NOTES TO PRO FORMA FINANCIAL INFORMATION
                                     
On October 28, 1995 The E.W. Scripps Company ("Scripps") and Comcast
Corporation ("Comcast") reached an agreement pursuant to which Scripps will
contribute all of its non-cable television assets to Scripps Howard, Inc.
("SHI" - a wholly-owned subsidiary of Scripps and the direct or indirect
parent of all of Scripps' operations) and SHI's cable television system
subsidiaries ("Scripps Cable") will be transferred to and held directly by
Scripps.  Scripps Cable will then be acquired by Comcast through a tax-free
merger (the "Merger") with Scripps.  The remaining SHI business will
continue as "New Scripps", which will be distributed in a tax-free "spin-
off" to Scripps shareholders (the "Spin-Off") and thereafter renamed The
E.W. Scripps Company.  As a condition of the Merger Scripps has agreed to
retire or defease its $61 million aggregate principal amount 7.375% notes
due in 1998 ("Defeasance").  The Merger, Spin-off and Defeasance are
collectively referred to as the "Transactions."   Upon completion of the
Transactions the separate existence of Scripps will cease.  The
accompanying unaudited pro forma balance sheet and statements of income 
of Scripps assume completion of the Transactions.

The pro forma balance sheet as of September 30, 1995 assumes the
Transactions occurred as of that date.  The pro forma statements of income
assume the Transactions were completed at the beginning of those periods.
Pro forma adjustments primarily represent liabilities which will not be
assumed by Comcast, management fees and other items charged to Scripps
Cable that will not be charged to Comcast, and defeasance of Scripps'
7.375% notes due in 1998.  Earnings per share is based on the weighted
average shares outstanding for each period.

The pro forma financial information is not necessarily indicative of the
results which actually would have occurred had the Transactions been
completed as of the dates indicated or which may occur in the future.

Explanation of specific pro forma adjustments are as follows:

(A) Assets not purchased by Comcast.  Liabilities of Scripps Cable not
    assumed by Comcast.

(B) Intercompany interest, management fees and other items that will
    not be charged to Comcast.

(C) Tax effect of pro forma adjustments.

(D) Effect of the Transactions, net of estimated expenses of $8.0 million,
    on Stockholders' Equity.

(E) Defeasance of 7.375% notes and related reduction in interest expense.

(F) Cash and short-term investments used to defease 7.375% notes and
    related reduction in investment income.  Also incurrence of additional
    short-term debt to defease the notes and interest on the short-term
    debt at appropriate short-term rates.

(G) Miscellaneous adjustments and entries to conform classification of
    Scripps and Scripps Cable reported amounts.

(H) Reduction of minority interest in cable television systems owned by
    Scripps Howard Broadcasting Company ("SHB").  SHB was 86% owned by
    Scripps prior to September 1994.
<PAGE>                                     

                         THE E.W. SCRIPPS COMPANY
                                     
                             Index to Exhibits
Item No.                                                       Page

10   Agreement and Plan of Merger by and among 
     The E.W. Scripps Company, Scripps Howard, Inc., 
     and Comcast Corporation                                    (1)
       
12   Computation of Ratio of Earnings to Fixed Charges          E - 2

24   Independent Auditors' Consent                              E - 3

27   Financial Data Schedule                                    E - 4
     
     
     (1)    The Agreement and Plan of Merger will be filed by 
            amendment to this Report on Form 8-K.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 425995}]
{"company-data": {"conformed-name": "SCRIPPS E W CO /DE", "cik": "0000832428", "assigned-sic": "2711", "irs-number": "510304972", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16914", "film-number": "95606443"}, "business-address": {"street1": "1105 N MARKET ST", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3024784141"}, "mail-address": {"street1": "PO BOX 5380", "city": "CINCINNATI", "state": "OH", "zip": "45201"}}
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) December 28, 1995

                      Commission File Number 1-16914
                                     
                         THE E.W. SCRIPPS COMPANY
          (Exact name of registrant as specified in its charter)
                                     
                                     
                                     
                                     
   Delaware                                         51-0304972
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification Number)

1105 N. Market Street
Wilmington, Delaware                                     19801
(Address of principal executive offices)               (Zip Code)

    Registrant's telephone number, including area code:  (302) 478-4141

                                 Not Applicable
(Former name, former address and former fiscal year, if changed since last
                                 report.)
INDEX TO THE E. W. SCRIPPS COMPANY
                                     
                 REPORT ON FORM 8-K DATED DECEMBER 28, 1995
                                     
                                     

Item No.                                                      Page

  5       Other Events

          (A)  Description of the Transactions                   3

          (B)  Litigation Regarding the Transactions             3

          (C)  Description of Scripps and New Scripps            4

          (D)  Description of Scripps Cable                     64

          (E)  Financial Statements and Financial Information   86

          (F)  Signatures                                       86

  7       Financial Statements and Exhibits

          (A)  Index to Financial Statements and 
               Financial Information                         F - 1

          (B)  Index to Pro Forma Financial Information      P - 1

          (C)  Index to Exhibits                             E - 1
DESCRIPTION OF THE TRANSACTIONS

On October 28, 1995, The E.W. Scripps Company ("Scripps") and Comcast
Corporation ("Comcast") reached an agreement pursuant to which Scripps will
contribute all of its non-cable television assets to Scripps Howard, Inc.
("SHI" - a wholly-owned subsidiary of Scripps and the direct or indirect
parent of all of Scripps' operations) and SHI's cable television system
subsidiaries ("Scripps Cable") will be transferred to and held directly by
Scripps.  Scripps Cable will then be acquired by Comcast through a tax-free
merger (the "Merger") with Scripps.  The remaining SHI business will
continue as "New Scripps", which will be distributed in a tax-free "spin-
off" to Scripps shareholders (the "Spin-Off") and thereafter renamed The
E.W. Scripps Company.  As a condition of the Merger Scripps has agreed to
retire or defease its $61 million aggregate principal amount 7.375% notes
due in 1998 ("Defeasance").  The Merger, Spin-off and Defeasance are
collectively referred to as the "Transactions."   Upon completion of the
Transactions the separate existence of Scripps will cease.

The total value in Comcast shares that Scripps shareholders are expected to
receive is $1.575 billion, subject to certain closing adjustments.  Scripps
shareholders will also receive one New Scripps Common Voting Share for each
share of Scripps Common Voting Stock held and one New Scripps Class A
Common Share for  each share of Scripps Class A Common Stock held.

Scripps' historical basis in its assets and liabilities will be carried
over to New Scripps. The transactions will be recorded as a reverse-spin
transaction, accordingly New Scripps' results of operations for periods 
prior to the consummation of the Transactions will represent the historical
results previously reported by Scripps.  Because Scripps Cable represents
an entire business segment that will be divested, its results will be
reported as "discontinued operations" for all periods presented.  Results
of the remaining business segments, including results for divested
operating units within these segments through their dates of sale, will be
reported as "continuing operations."  Management of New Scripps intends to
maintain the dividend payment policy of Scripps.  Future dividends will be
subject to New Scripps' earnings, financial condition, and capital
requirements.

The closing date of the Transactions is expected to be in the latter part
of 1996, subject to regulatory approvals and certain other conditions.
Controlling shareholders in Scripps and Comcast have agreed to vote in
favor of the Merger.  Upon completion of the Transactions New Scripps
expects to record a gain of approximately $1.2 billion and a distribution
to shareholders of approximately $1.58 billion.

                    LITIGATION REGARDING THE TRANSACTIONS
                                     
On October 30, 1995, three purported class actions on behalf of Scripps
stockholders were filed in the Court of Chancery, New Castle County, State
of Delaware with respect to the proposed transactions:  Steven J. Gutter v.
Daniel J. Meyer, et al., Case No. 14650; David Shaev v. Lawrence A. Leser,
et al., Case No. 14653 and Jack Shanfield v. Lawrence A. Leser, et al.,
Case No. 14655.  These actions are expected to be consolidated and are
collectively referred to herein as the "Stockholders' Litigation".

The Scripps Stockholders' Litigation challenges the terms of the proposed
transactions by Scripps and certain of its directors.  The Scripps
Stockholders' Litigation alleges that the defendants breached their
fiduciary duties to the stockholders of Scripps with respect to the
proposed transactions because they failed to obtain the best price for the
disposition of the cable assets and have failed to maximize shareholder
value.  The Scripps Stockholders' Litigation further claims, among other
things, that the defendants breached their fiduciary duties to the Scripps
stockholders by entering into the transactions to benefit The Scripps
Trust and Scripps family members contrary to the best interests of the 
other stockholders of Scripps.

The Scripps Stockholders' Litigation seeks to have the Merger enjoined or,
if the Merger is consummated, to have it rescinded and to recover
unspecified amounts of damages, fees, and expenses.  In addition, the
actions seek an order to have a Scripps stockholders' committee consisting
of purported class members to participate in the review of any transaction
relating to the disposition of the Scripps cable television business.

The defendants named in the Scripps Stockholders' Litigation deny the
material allegations asserted against them.  It is the defendants'
intention to defend vigorously the Scripps Stockholders' Litigation.
Defendants are unable to evaluate the likelihood of the outcome, favorable
or unfavorable, or to estimate the amount or range of potential loss, if
any.
DESCRIPTION OF SCRIPPS AND NEW SCRIPPS

                                   BUSINESS

If the Transactions are consummated, the newspaper, broadcasting and
entertainment businesses of Scripps will continue to be operated by New
Scripps, which is a wholly owned subsidiary of Scripps and the direct or
indirect parent of all of Scripps' newspaper, broadcasting and
entertainment businesses.  Accordingly, the discussions set forth below of
the Scripps newspaper, broadcasting and entertainment business also serves
as a discussion of the New Scripps businesses.

Scripps publishes daily newspapers in fifteen markets, operates local
television stations in nine markets, and its entertainment division
primarily produces television programming and licenses comic characters.

                                    Newspapers

General - Scripps publishes daily newspapers in fifteen markets.  From its
Washington bureau Scripps operates the Scripps Howard News Service, a
supplemental wire service covering stories in the capital, other parts of
the United States, and abroad.

Scripps acquired or divested the following newspaper operations between
January 1, 1990 and September 30, 1995:

1995 - Divested the Watsonville, California, daily newspaper.

1993 - Acquired the remaining 2.7% minority interest in the Knoxville News-
Sentinel.  Divested the Tulare, California, and San Juan, Puerto Rico
newspapers.

1992 - Acquired three daily newspapers in California (including The
Monterey County Herald in connection with the sale of The Pittsburgh
Press).  Divested The Pittsburgh Press.
Revenues - The composition of Scripps's newspaper operating revenues for
the nine months ended September 30, 1995 and 1994 and for the most recent
five years is as follows:
( in thousands )                                                                                                                  
                                                                                                                                  
                                                    For the nine months                              For the years ended
                                                    ended September 30,                                December 31,    
                                                    1995          1994       1994       1993         1992        1991        1990
Newspaper advertising:                                                                                                            
     Local ROP                                  $   141,270   $ 135,328  $  190,147  $ 177,028   $ 168,286   $ 165,900   $ 175,196
     Classified ROP                                 136,146     122,272     161,835    141,994     122,081     118,641     123,537
     National ROP                                    12,014      11,653      15,595     11,999      12,094      12,438      14,814
     Preprint                                        47,576      43,956      63,103     57,304      50,720      45,729      44,502
                                                                                                                                  
Total newspaper advertising                         337,006     313,209     430,680    388,325     353,181     342,708     358,049
Circulation                                          93,192      87,173     116,117    112,393     102,679      98,126      95,306
Joint operating agency distributions                 31,732      32,064      44,151     38,647      40,018      36,647      37,394
Other                                                 6,408       5,776       8,274      8,815       8,971       7,840       7,896
                                                                                                                                  
Total                                               468,338     438,222     599,222    548,180     504,849     485,321     498,645
Divested newspapers                                     294       2,725       3,716     19,874     103,838     205,565     213,543
                                                                                                                                  
Total newspaper operating revenues              $   468,632   $ 440,947  $  602,938  $ 568,054   $ 608,687   $ 690,886   $ 712,188
Scripps's newspaper operating revenues are derived primarily from
advertising and circulation.  Advertising rates and revenues vary among
Scripps's newspapers depending on circulation, type of advertising, local
market conditions, and competition.  Advertising revenues are derived from
run-of-paper ("ROP") advertisements included with news stories in the body
of the newspaper and from preprinted advertisements that are generally
produced by advertisers and inserted into the newspaper.

ROP is further broken down among "local," "classified," and "national"
advertising.  Local refers to advertising that is not in the classified
advertising section and is purchased by in-market advertisers.  Classified
refers to advertising in the section of the newspaper that is grouped by
type of advertising, e.g., automotive and help wanted.  National refers to
advertising purchased by businesses that operate beyond the local market
and purchase advertising from many newspapers, primarily through
advertising agencies.  ROP advertisements are generally more profitable to
Scripps than preprinted advertisements.

Advertising revenues vary through the year, with the first and third
quarters generally having lower revenues than the second and fourth
quarters.  Advertising rates and volume are highest on Sundays, primarily
because circulation and readership is greatest on Sundays.

Advertising information for Scripps' newspapers is as follows:
( in thousands )                                                                                                                  
                                                    For the nine months                          For the years ended
                                                    ended September 30,                            December 31,
                                                    1995          1994       1994       1993         1992        1991        1990
Newspaper advertising inches:                                                                                                     
     Local                                            4,883       4,955       7,180      6,618       7,016       6,915       7,686
     Classified                                       8,119       7,893      10,889      9,750       8,817       8,280       8,680
     National                                           242         235         358        283         311         363         410
                                                                                                                                  
Total full-run advertising inches                    13,244      13,083      18,427     16,651      16,144      15,558      16,776
Circulation revenues are derived from home delivery sales of newspapers to
subscribers and from single-copy sales made through retail outlets and
vending machines.  Circulation information for Scripps' newspapers is as
follows:
( in thousands ) (1)                               Morning                                                                        
                                                     (M)
                  Newspaper                        Evening        1995       1994       1993         1992        1991        1990
                                                     (E)
            Daily Paid Circulation
Albuquerque (NM) Tribune (2)                          E            30.0        32.4       34.7        35.5        38.6        40.1
Birmingham (AL) Post-Herald (2)                     M (3)          58.2        59.6       60.1        61.9        60.6        62.0
Bremerton (WA) Sun                                    E            35.9        38.2       39.6        38.6        40.4        41.2
Cincinnati (OH) Post (2)                            E (6)          87.4        90.9       95.1        98.5       100.9       104.3
Denver (CO) Rocky Mountain News                       M           331.0       344.9      342.9       356.9       355.9       352.0
El Paso (TX) Herald Post (2)                          E            22.3        23.7       25.2        27.6        28.3        28.2
Evansville (IN) Courier (2)                           M            61.8        62.8       64.3        63.9        62.8        63.2
Knoxville (TN) News-Sentinel                          M           124.9       127.9      123.9       126.0       103.9       104.2
Memphis (TN) Commercial Appeal                        M           190.2       198.0      196.2       191.8       194.9       210.5
Monterey County (CA) Herald                         M (5)          34.7        35.3       34.3        36.7        35.3        35.6
Naples (FL) Daily News                                M            47.8        45.2       44.1        42.0        39.8        36.7
Redding (CA) Record-Searchlight                       E            37.7        37.1       38.4        38.6        40.6        40.4
San Luis Obispo (CA)                                                                                                              
     Telegram-Tribune                                 E            32.2        32.2       32.5        31.5        32.5        32.3
Stuart (FL) News                                      M            36.3        34.7       33.1        30.9        29.7        29.4
Ventura County (CA)                               M (4),(7)        96.3       102.9       99.6        97.8        98.9        99.6
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
Total Daily Circulation                                         1,226.7     1,265.8    1,264.0     1,278.2     1,263.1     1,279.7
                                                                                                                                  

           Sunday Paid Circulation                                                                                                
Bremerton (WA) Sun                                                 39.6        40.5       40.7        39.5                        
Denver (CO) Rocky Mountain News                                   436.1       447.2      453.3       430.1       425.4       407.9
Evansville (IN) Courier                                           114.0       116.4      118.6       118.1       117.7       116.9
Knoxville (TN) News-Sentinel                                      174.8       177.9      183.5       182.9       174.9       171.9
Memphis (TN) Commercial Appeal                                    269.4       279.9      279.5       282.3       282.4       288.8
Monterey County (CA) Herald                          (5)           38.1        39.1       35.1        38.2        37.3        37.2
Naples (FL) Daily News                                             61.4        58.4       57.4        54.8        51.7        48.5
Redding (CA) Record-Searchlight                                    39.9        40.3       40.7        40.9        40.0        39.3
Stuart (FL) News                                                   44.4        43.1       40.6        37.5        35.4        34.7
Ventura County (CA)                                  (7)          104.0       108.8      106.2       105.4       107.2       107.8
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
Total Sunday Circulation                                        1,321.7     1,351.6    1,355.6     1,329.7     1,272.0     1,253.0
                                                                                                                                  
 (1) Based on Audit Bureau of Circulation                                                                                         
Publisher's Statements ("Statements") for the
six-month periods ending September 30, except
figures for the Naples Daily News and the Stuart
News which are from the Statements for the
twelve-month periods ending September 30.
                                                                                                                                  
(2) This newspaper is published under a JOA                                                                                       
with another newspaper in its market.  See
"Joint Operating Agencies."
                                                                                                                                  
(3) Will move to evening distribution in 2000.                                                                                    
                                                                                                                                  
(4) Ventura County edition moved from evening                                                                                     
to morning distribution in March 1990.
Thousand Oaks and Simi Valley editions moved
to morning distribution in January 1995.  (see
(7)).
                                                                                                                                  
(5) Acquired in 1992.                                                                                                             
                                                                                                                                  
(6) Includes circulation of The Kentucky Post.                                                                                    
                                                                                                                                  
(7) Prior year amounts have been restated.                                                                                        
Ventura County, Thousand Oaks, and Simi Valley
Star are now reported as separate editions of
a single newspaper.
Joint operating agency distributions represent Scripps' share of profits of
newspapers managed by the other party to a joint operating agency (see
"Joint Operating Agencies").  Other newspaper operating revenues include
commercial printing.
Joint Operating Agencies - Scripps is currently a party to newspaper joint
operating agencies ("JOAs") in five markets.  A JOA combines all but the
editorial operations of two competing newspapers in a market in order to
reduce aggregate expenses and take advantage of economies of scale, thereby
allowing the continuing operation of both newspapers in that market.  The
Newspaper Preservation Act of 1970 ("NPA") provides a limited exemption
from anti-trust laws, generally permitting the continuance of JOAs in
existence prior to the enactment of the NPA and the formation, under
certain circumstances, of new JOAs between newspapers.  Except for Scripps'
JOA in Cincinnati, all of Scripps' JOAs were entered into prior to the
enactment of the NPA.  From time to time the legality of pre-NPA JOAs has
been challenged on anti-trust grounds but no such challenge has yet
succeeded in the courts.

JOA revenues less JOA expenses, as defined in each JOA, equals JOA profits,
which are split between the parties to the JOA.  In each case JOA expenses
exclude editorial expenses.  Scripps manages the JOA in Evansville and
receives approximately 80% of JOA profits.  Each of the other four JOAs are
managed by the other party to the JOA.  Scripps receives approximately 20%
to 40% of JOA profits for those JOAs.

The table below provides certain information about Scripps' JOAs.

                                                         Year JOA   Year of
                               Publisher of               Entered     JOA
  Newspaper                   of Other Newspaper           Into     Expiration
 Managed by Scripps:
  The Evansville Courier       Hartmann Publications        1938       1998
 Managed by Other Publisher:
  The Albuquerque Tribune      Journal Publishing Company   1933       2022
  Birmingham Post-Herald       Newhouse Newspapers          1950       2015
  The Cincinnati Post          Gannett Newspapers           1977       2007
  El Paso Herald Post          Gannett Newspapers           1936       2015
  
The JOAs generally provide for automatic renewal terms of ten years unless
an advance notice of termination ranging from two to five years is given by
either party.  Scripps has notified Hartmann Publications of its intent to
terminate the Evansville JOA.

Competition - Scripps' newspapers compete for advertising revenues
primarily with other local media, including other local newspapers,
television and radio stations, and direct mail.  Competition for
advertising revenues is based upon audience size and demographics, price,
and effectiveness.  Newspapers compete with all other information and
entertainment media for consumers' discretionary time.

All of Scripps' newspaper markets are highly competitive, particularly
Denver, the largest market in which Scripps publishes a newspaper.

Newspaper Production - Scripps' daily newspapers are printed using offset
or flexographic presses and use computer systems for writing, editing, and
composing and producing the advertising and news material printed in each
edition.

Raw Materials and Labor Costs - Scripps consumed approximately 142,000
metric tons of newsprint for the nine months ended September 30, 1995, a 4%
decrease from the same period in 1994.  Scripps purchases newsprint from
various suppliers, many of which are Canadian.  Management believes that
Scripps' sources of supply of newsprint are adequate for its anticipated
needs.  Newsprint prices have risen dramatically in 1994 and 1995.  As a
result newsprint costs accounted for approximately 22% of Scripps'
newspaper operating expenses for the nine months ended September 30, 1995,
as compared to 18% in the same period of 1994.

Labor costs accounted for approximately 43% of Scripps' newspaper operating
expenses in 1995.  A substantial number of Scripps' newspaper employees are
represented by labor unions.  See "Employees."
Broadcast Television

General - Scripps' television operations consist of nine network-affiliated
television stations.  Scripps acquired or divested the following broadcast
operations between January 1, 1990 and September 30, 1995:

  1993 - Divested radio stations and Memphis television station.
  
  1991 - Acquired Baltimore television station WMAR.
  
Revenues - The composition of Scripps' broadcasting operating revenues for
the nine months ended September 30, 1995 and 1994 and for the most recent
five years is as follows:
( in thousands )                                                                                                                  
                                                   For the nine months                          For the years ended
                                                   ended September 30,                              December 31,
                                                    1995          1994       1994       1993         1992        1991        1990
Local advertising                               $   108,199   $ 103,124  $  142,491  $ 130,603   $ 120,148   $ 106,610   $  98,235
National advertising                                 91,090      87,768     122,668    114,558     109,204      99,459      89,110
Political advertising                                   758       5,121      14,291      1,344       8,836         665       8,292
Other                                                11,664       6,432       8,734      8,439       9,037       9,661       9,509
                                                                                                                                  
Total                                               211,711     202,445     288,184    254,944     247,225     216,395     205,146
Divested television and radio stations                                                  29,350      30,062      29,055      30,434
                                                                                                                                  
Total broadcasting operating revenues           $   211,711   $ 202,445  $  288,184  $ 284,294   $ 277,287   $ 245,450   $ 235,580
Scripps' television operating revenues are derived primarily from the sale
of time to businesses for commercial messages that appear during
entertainment and news programming.  Local advertising refers to time
purchased by local businesses; national refers to regional and national
businesses; political refers to campaigns for elective office.

The first and third quarters of each year generally have lower advertising
revenues than the second and fourth quarters, due in part to higher retail
advertising during the holiday seasons and political advertising in
election years.  Advertising rates are based primarily upon the size and
demographics of the audience for each program.
Information concerning Scripps' stations and the markets in which they
operate is as follows:
Current                                             
                                                   Expiration           Affiliation  Stations                                  
                                          Network    of FCC   Rank of   Agreement     in                                     
           Station and Market          Affiliation  License  Market (1)  Expires     Market (3) 1995  1994 1993  1992  1991  1990
WXYZ, Detroit, Ch. 7                     ABC       1997       9         2004        6                                        
        Average Audience Share (2)                                                               21    21   21    22    23    22
        Station Rank in Market (3)                                                                1     1    1     1     1     1
   WEWS, Cleveland, Ch. 5                   ABC       1997       13        2004       10                                        
        Average Audience Share (2)                                                               19    20   20    21    20    21
        Station Rank in Market (3)                                                                1     1    1     1     1     1
   WFTS, Tampa, Ch. 28                    ABC (6)     1997       15        2004       10                                        
        Average Audience Share (2)                                                               10     8    8     7     7     8
        Station Rank in Market (3)                                                                4     4    4     4     4     4
   KNXV, Phoenix, Ch. 15                  ABC (6)   1993 (4)     19        2004       11                                        
        Average Audience Share (2)                                                               10    10    9    10    10     8
        Station Rank in Market (3)                                                                4     4    4     4     4     5
   WMAR, Baltimore, Ch. 2 (5)             ABC (6)     1996       23        2004        6                                        
        Average Audience Share (2)                                                               15    17   19    17    21    21
        Station Rank in Market (3)                                                                3     3    2     2     1     2
   WCPO, Cincinnati, Ch. 9                CBS (7)     1997       30        1996        5                                        
        Average Audience Share (2)                                                               17    19   21    22    20    24
        Station Rank in Market (3)                                                                1     1    1     1     1     1
   KSHB, Kansas City, Ch. 41              NBC (6)     1998       31        2004        7                                        
        Average Audience Share (2)                                                               10    11   10    11     9    10
        Station Rank in Market (3)                                                                4     4    4     4     4     4
   WPTV, W. Palm Beach, Ch. 5               NBC       1997       45        2004        6                                        
        Average Audience Share (2)                                                               18    20   24    23    25    25
        Station Rank in Market (3)                                                                1     1    1     1     1     1
   KJRH, Tulsa, Ch. 2                       NBC       1998       59        2004        7                                        
        Average Audience Share (2)                                                               16    16   15    16    17    17
        Station Rank in Market (3)                                                                3     4    3     3     3     3
                                                                                                                                
All market and audience data is based on                                                                                        
November A.C. Nielsen Company survey,
except for 1995 which is based on the
May survey.
                                                                                                                                
(1)  Rank of Market represents the                                                                                              
relative size of the television market
in the United States.
(2)  Represents the number of television                                                                                        
households tuned to a specific station
Sign-On/Sign-Off, Sunday - Saturday,
as a percentage of total viewing                                                                                         
households in Area of Dominant
Influence.
(3)  Stations in Market does not include                                                                                        
public broadcasting stations, satellite
stations, or translators which
rebroadcast signals from distant stations.
Station Rank in Market is based on
Average Audience Share as described in
(2).
(4)  Scripps filed an application for                                                                                           
renewal of the FCC license on June 1,
1993 for a term to expire in 1998.
Petitions to deny or revoke this license
are pending.                                                                                         
(5)  Station purchased May 30, 1991.                                                                                            
(6)  Prior to January 1995 WFTS and KNXV                                                                                        
were FOX affiliates and WMAR was a NBC
affiliate; prior to September 1994 KSHB
was a FOX affiliate.                                                                                                         
(7)  Affiliation will change to ABC in                                                                                          
June 1996.  The ABC affiliation
agreement has a term of ten years.
Competition - Scripps' television stations compete for advertising revenues
primarily with other local media, including other television stations,
radio stations, newspapers, and direct mail.  Competition for advertising
revenues is based upon audience size and demographics, price, and
effectiveness.  Television stations compete for consumers' discretionary
time with all other information and entertainment media.  Continuing
technological advances will improve the capability of alternative service
providers such as traditional cable, "wireless" cable, and direct broadcast
satellite television to offer video services in competition with
terrestrial broadcasting.  The degree of competition from such service
providers and from local telephone companies which are pursuing efforts to
enter this market is expected to increase.  Scripps intends to undertake
upgrades in its services as may be permitted by the FCC to maintain its
competitive posture, and such facility upgrades may require large capital
investments.  Technological advances in interactive media services will
increase these competitive pressures.

Network Affiliation and Programming - Scripps' television stations are
affiliated with national television networks.  The networks offer a variety
of programs to affiliated stations, which have the right of first refusal
before such programming may be offered to other television stations in the
same market.  Networks compensate affiliated stations for carrying network
programming.

In addition to network programs, Scripps' television stations broadcast
locally produced programs, syndicated programs, sports events, movies, and
public service programs.  News is the focus of Scripps' locally produced
programming.  Advertising during local news programs accounts for more than
30% of a station's revenues.

Federal Regulation of Broadcasting - Television broadcasting is subject to
the jurisdiction of the Federal Communications Commission ("FCC") pursuant
to the Communications Act of 1934, as amended ("Communications Act").  The
Communications Act prohibits the operation of television broadcasting
stations except in accordance with a license issued by the FCC and empowers
the FCC to revoke, modify, and renew broadcasting licenses, approve the
transfer of control of any corporation holding such licenses, determine the
location of stations, regulate the equipment used by stations, and adopt
and enforce necessary regulations.

Television broadcast licenses are granted for a maximum of five years, and
are renewable upon application.  Application for renewal of the license for
Scripps' Phoenix station was filed in 1993 and is still pending.  A
petition to deny this renewal application, raising Equal Employment
Opportunity issues, has been filed by the League of United Latin American
Citizens ("LULAC") and is still pending.   While there can be no assurance
regarding the outcome of this petition, Scripps has never had a license
revoked, has never been denied a renewal, and all previous renewals have
been for the maximum term.

FCC regulations govern the multiple ownership of television stations and
other media.  Under the multiple ownership rule, a license for a television
station will generally not be granted or renewed if (i) the applicant
already owns, operates, or controls a television station serving
substantially the same area, or (ii) the grant of the license would result
in the applicant's owning, operating, or controlling, or having an interest
in, more than twelve television stations or in television stations whose
total national audience reach exceeds 25% of all television households.
FCC rules also generally prohibit "cross-ownership" of a television station
and daily newspaper or cable television system in the same service area.
Scripps' television station and daily newspaper in Cincinnati were owned by
Scripps at the time the cross-ownership rules were enacted and enjoy
"grandfathered" status.  These properties would become subject to the cross-
ownership rules upon their sale.  The FCC and Congress are actively
considering some relaxation of these ownership restrictions.

Under the Cable Television Consumer Protection and Competition Act of 1992
("1992 Act"), each television broadcast station gained "must-carry" rights
on any cable system defined as "local" with respect to that station.
Stations may waive their must-carry rights and instead negotiate
retransmission consent agreements with local cable companies.  Scripps'
stations have generally elected to negotiate retransmission consent
agreements with cable companies.

Management believes Scripps is in substantial compliance with all
applicable regulatory requirements.
Entertainment

General - Scripps' Entertainment segment includes United Media, a licensor
and syndicator of news features and comics, Home & Garden Television
("HGTV"), Scripps Howard Productions ("SHP"), Cinetel Productions
("Cinetel"), an independent producer of cable television programming, and
Scripps' equity interests in The Television Food Network and SportSouth,
both cable television networks.

HGTV was launched on December 30, 1994.  Cinetel was acquired on March 31,
1994.  SHP began operations in 1993 and began selling programs in 1995.

Revenues - The composition of Scripps' entertainment revenues for the nine
months ended September 30, 1995 and 1994 and for the most recent five years
is as follows:
( in thousands )                                                                                                                  
                                                    For the nine months                          For the years ended
                                                    ended September 30,                               December 31,
                                                    1995          1994       1994       1993         1992        1991        1990
Licensing                                       $    38,682   $  38,054  $   49,236  $  55,083   $  57,136   $  62,167   $  63,127
Syndication of comics and features                   13,613      13,545      17,998     18,814      19,013      19,827      20,689
Film and television production                        8,921       4,422       5,725     10,757      11,060       9,617       7,896
Other                                                 7,748         322         514         87                                    
                                                                                                                                  
Total entertainment operating revenues          $    68,964   $  56,343  $   73,473  $  84,741   $  87,209   $  91,611   $  91,712
Scripps, under the trade name United Media, is a leading distributor of
news columns, comics, and other features for the newspaper industry.
Included among these features is "Peanuts", one of the most successful
strips in the history of comic art.  United Media sold its worldwide
"Garfield" and "US Acres" copyrights in 1994.  Film and television
production revenues prior to 1994 were primarily related to "Garfield"
television programming.

United Media owns and licenses worldwide copyrights relating to "Peanuts"
and other character properties for use on numerous products, including
plush toys, greeting cards, and apparel, for promotional purposes, and for
exhibit on television, video cassettes, and other media.  Merchandise,
literary, and exhibition licensing revenues are generally a negotiated
percentage of the licensee's sales.  Scripps generally receives a fixed fee
for the use of its copyrights for promotional and advertising purposes.
More than half of the licensing revenues are from markets outside the
United States.  Scripps generally pays a percentage of gross syndication
and licensing royalties to the creators of these properties.

HGTV features 24 hours of daily programming focusing on home repair and
remodeling, gardening, decorating, and home electronics.  While most of the
programming is transmitted by HGTV, affiliated local television stations
throughout the United States may insert local programming and
advertisements in certain time periods.  The subscriber base has been
established through a collaboration of local television stations (one per
market) and cable television systems.  Several of the largest cable
television system operators have entered into agreements to carry the new
network in exchange for permission to carry the signals of local television
stations affiliated with HGTV.

Scripps expects to invest an additional $45,000,000 in HGTV over the next
three years, including capital expenditures and pre-tax operating losses.

HGTV revenues are derived from the sale of advertising time and from fees
received from cable television and other distribution systems that carry
the network.  Such license fees are generally based on the number of
subscribers who can receive HGTV.

HGTV programming is transmitted via satellite to cable television systems.
The HGTV audience includes satellite dish owners, who can view HGTV
programming without paying a fee.
Scripps established SHP to acquire, create, develop, produce, and own
programming product for domestic and international television, including
prime-time series for network and first-run syndication, movies, and
miniseries for network, cable, and pay cable television broadcast, along
with news, information, and entertainment services for the emerging
multimedia marketplace.  Cinetel produces programs for cable television,
such as Club Dance at the Whitehorse Cafe and Shadetree Mechanic.

Scripps' film and television program production revenues are derived from
the licensing of programming to broadcast and cable television networks,
the fees for which are negotiated with the networks.  License fees are
recognized as revenue when the programs are available for broadcast.  The
success of Scripps' programs is dependent upon public taste, which is
unpredictable and subject to change.  Consequently, operating revenues are
subject to substantial fluctuations.

Programs are developed and produced internally and in collaboration with a
number of independent writers, producers and creative teams under
production arrangements.  SHP generally licenses a program prior to
commencing production.  The initial license fee generally covers the cost
of production.  SHP retains the distribution rights for foreign, syndicated
television, cable television, and home video markets.

Competition - Scripps' syndication operations compete for a limited amount
of newspaper space with other distributors of news columns, comics, and
other features.  Competition is primarily based on price and popularity of
the features.  Popularity of licensed characters is a primary factor in
obtaining and renewing merchandise and promotional licenses.

Scripps' program and production operations compete with all forms of
entertainment.  In addition to competing for market share with other
entertainment companies, Scripps competes to obtain creative talents, story
properties, advertiser support and broadcast rights.  A significant number
of other companies produce and/or distribute programs and provide
programming to cable television and other system operators.  Competition is
primarily based on price, quality of the programming, and public taste.

                                 Employees

As of September 30, 1995 Scripps had approximately 6,700 full-time
employees, of whom approximately 4,800 were engaged in newspapers, 1,500 in
broadcasting, and 350 in entertainment.  Various labor unions represent
approximately 1,900 employees, primarily in newspapers.  Collective
bargaining agreements covering approximately 50% of union-represented
employees are being negotiated currently or will be negotiated in 1996.
Except for work stoppages at The Pittsburgh Press, which was sold in 1992,
Scripps has not experienced any work stoppages since March 1985.  Scripps
considers its relationship with employees to be generally satisfactory.

                                PROPERTIES

The properties used in Scripps' newspaper operations generally include
business and editorial offices and printing plants.

Scripps' television operations require offices and studios and other real
property for towers upon which broadcasting transmitters and antenna
equipment are located.  Increased capital expenditures in 1994 and 1995 are
associated with more local news programming, primarily, in Kansas City,
Phoenix, and Tampa.  Ongoing advances in the technology for delivering
video signals to the home, such as "high definition television," may, in
the future, require a high level of capital expenditures in order to
maintain competitive position.

Scripps' entertainment operations require offices and studios and other
real and personal property to deliver programming product.  HGTV and
Cinetel operate from an 80,000 square-foot production facility in
Knoxville.

Management believes Scripps' present facilities are generally well-
maintained and are sufficient to serve its present needs.
LEGAL PROCEEDINGS

Scripps is involved in litigation arising in the ordinary course of
business, such as defamation actions and various governmental and
administrative proceedings relating to, among other things, renewal of
broadcast licenses, none of which is expected to result in material loss.

        DIRECTORS AND EXECUTIVE OFFICERS OF SCRIPPS AND NEW SCRIPPS

                            Executive Officers

The Executive officers of Scripps and New Scripps are identical.  Executive
officers serve at the pleasure of the Boards of Directors.  Certain
information as of December 1, 1995, about such officers appears in the
table below.

     Name             Age                           Position

Lawrence A. Leser       60    Chairman of the Board of Directors (since August
                              1994); Chief Executive Officer (since 1985);
                              Director (since 1977); President
                              (1985 to August 1994)

William R. Burleigh     60    President (since August 1994); Chief Operating
                              Officer (since May 1994); Director (since 1990);
                              Executive Vice President (1990 to August 1994);
                              Senior Vice President/Newspapers and Publishing
                              (1986 to 1990)

Daniel J. Castellini    55    Senior Vice President/Finance and
                              Administration (since 1986)

F. Steven Crawford      47    Senior Vice President/Cable (since September
                              1992); Vice President, Cable (1990 to September
                              1992); General Manager, TeleScripps Cable
                              Company (1983 to 1990)

Paul F. (Frank) Gardner 53    Senior Vice President/Broadcasting
                              (since April 1993); Senior Vice President,
                              News Programming, Fox Broadcasting Company
                              (1991 to 1993); Vice President and General
                              Manager, WCPO Television, Cincinnati (1988
                              to 1991)

Alan M. Horton          52    Senior Vice President/Newspapers (since May
                              1994); Vice President/Operations, Newspapers 
                              (1992 to May 1994); Editor, Naples Daily News
                              (1987 to 1992)

Craig C. Standen        53    Senior Vice President/Corporate Development
                              (since August 1994); Vice President/Marketing-
                              Advertising, Newspapers (1990 to August 1994)

J. Robert Routt         41    Vice President and Controller (since 1985)

E. John Wolfzorn        50    Treasurer (since 1979)

M. Denise Kuprionis     39    Corporate Secretary (since 1987)

Gregory L. Ebel         40    Vice President/Human Resources (since
                              1994); Senior Vice President, PNC Bank Ohio
                              (1990 to 1994)

Richard A. Boehne       39    Vice President/Corporate Communications and
                              Investor Relations (since 1995); Director of 
                              Corporate Communications and Investor
                              Relations (1989 to 1994)
Directors

The directors of Scripps and New Scripps are identical.  Each director
serves until the next succeeding annual meeting of stockholders and until
their respective successors are elected and qualified.  Certain information
as of December 1, 1995, about such directors appears in the table below.

                                                   Principal Occupation or
                             Director             Occupation/Business
    Name                Age   Since                  Experience for
                                                      Past Five Years

Daniel J. Meyer(1)       59    1988      Chairman since January 1, 1991, 
                                         Chief Executive Officer since 
                                         April 24, 1990, President and
                                         Chief Operating Officer from
                                         November 1987 through April 1990,
                                         of Cincinnati Milacron Inc. (a
                                         manufacturer of metal working and 
                                         plastics processing machinery and
                                         systems).

Nicholas B. Paumgarten   50    1988      Managing Director of J.P. Morgan &
                                         Co. Inc. since February 10, 1992
                                         (an investment banking firm); 
                                         Managing Director of Dillon, 
                                         Read & Co. Inc. from March 19, 1991
                                         through February 9, 1992 (an 
                                         investment banking firm); Managing
                                         Director from 1981 through
                                         March 18, 1991 of The First Boston
                                         Corporation (an investment banking
                                         firm).

David R. Huhn             58    1991     Retired; President of McAlpin's,
                                         Inc., a subsidiary of Mercantile
                                         Stores Co., Inc. from October 16,
                                         1991 through February 3, 1994; 
                                         Chairman and Chief Executive Officer 
                                         from September 1989 through 
                                         October 15, 1991, of Mercantile
                                         Stores Co., Inc.

John H. Burlingame(2)     62    1988     Executive Partner since 1982 of
                                         Baker & Hostetler (law firm).

William R. Burleigh       60    1990     President of Scripps since August
                                         1994; Chief Operating Officer since
                                         May 1994, Executive Vice President
                                         from March 1990 through August 1994,
                                         Senior Vice President/Newspapers
                                         and Publishing of Scripps from 
                                         September 1986 to March 1990;
                                         and Vice President and General 
                                         Editorial Manager of Scripps from 
                                         January 1984 to September 1986.

Lawrence A. Leser(3)      60    1977     Chairman of Scripps since
                                         August 1994, Chief Executive 
                                         Officer since July 1985, President
                                         from July 1985 through August 1994.
                                     
Charles E. Scripps(4)     75    1946     Chairman of the Executive Committee
                                         of Scripps since August 1994;
                                         Chairman of the Board of Directors
                                         of Scripps from 1953 to August 1994.

Paul K. Scripps(5)        50    1986     Chairman since December 1989 and
                                         Vice Chairman and Editorial Director
                                         from December 1988 through 
                                         December 3, 1989, of John P. Scripps
                                         Newspapers, a subsidiary of Scripps.

Robert P. Scripps(6)      77    1949     A Director of Scripps since 1949.
(1) Mr. Meyer is a director of Cincinnati Milacron Inc., Star Bank
Corporation (bank holding company), Hubbell Incorporated (manufacturer of
wiring and lighting devices) and Sunbeam Corporation (a consumer products
company).

(2) Mr. Burlingame is a Trustee of the Scripps Trust.

(3) Mr. Leser is a director of Union Central Life Insurance Company and AK
Steel Holding Corporation (steel manufacturer).

(4) Mr. Charles E. Scripps is the brother of Robert P. Scripps and Chairman
of the Board of Trustees of the Scripps Trust.

(5) Mr. Paul K. Scripps serves as a director of the Company pursuant to an
agreement between the Scripps Trust and John P. Scripps.  See "Certain
Transactions--John P. Scripps Newspapers."

(6) Mr. Robert P. Scripps is a Trustee of the Scripps Trust and the brother
of Charles E. Scripps.

Committees.  The Scripps Board has, and after the Spin-Off the New Scripps
Board will have, an Executive Committee, an Audit Committee and a Compensation
Committee.  The functions of each of these committees are described and the
members of each are listed below.

Charles E. Scripps, Lawrence A. Leser and John H. Burlingame are the
members of the Executive Committee.  The Executive Committee exercises
all of the powers of the Board in the management of corporate business 
and affairs between Board meetings, except the power to fill vacancies on
the Board or its committees.

Daniel J. Meyer, Nicholas B. Paumgarten and David R. Huhn are the members
of the Audit Committee, which nominates the independent auditors each year,
reviews the audit plans of both the internal and independent auditors, 
evaluates the adequacy of and monitors compliance with corporate accounting
policies, and reviews the annual financial statements.  The internal and 
independent auditors have unrestricted access to the Audit Committee.

Charles E. Scripps, Daniel J. Meyer and David R. Huhn are the members of
the Compensation Committee, which establishes overall compensation policy,
determines compensation of senior management and administers the Scripps
Incentive Plan (as defined).

Compensation of Directors.  Each director elected by the holders of Scripps
Class A Common Stock receives an annual fee of $22,000, and an additional 
$2,000 for each meeting that he attends of the Scripps Board or a committee 
thereof on which he serves.  Additionally, for each committee of which he 
is chairman, such director receives an annual fee of $3,000. Directors 
elected by the holders of Scripps Common Voting Stock, with the exception
of Charles E. Scripps, do not receive any compensation for services as 
directors or committee members.  Charles E. Scripps receives a fee for 
such services at the annual rate of $50,000, but does not receive any 
additional fees for his attendance at Scripps Board or Committee meetings.
It is expected that New Scripps will compensate directors following the
Spin-Off substantially in accordance with the foregoing practices.
EXECUTIVE COMPENSATION

Prior to the Spin-Off, Scripps executive officers will not have received
any compensation from New Scripps for serving as executive officers thereof.
It is expected that New Scripps will compensate its executive officers 
following the Spin-Off substantially in accordance with the compensation 
practices of Scripps.  Stockholders interested in the compensation
paid by Scripps to its executive officers may refer to Scripps' Proxy 
Statement for its 1995 Annual Meeting of Stockholders, a copy of which 
is on file with the SEC and is available without charge upon written or
oral request to Investor Relations, The E.W. Scripps Company, 312 Walnut 
Street, Cincinnati, Ohio 45202, telephone (513) 977-3825.

                     Scripps Stock Plans Assumed by New Scripps

Scripps maintains the following stock plans: (i) the 1987 Long-Term
Incentive Plan ("Scripps Incentive Plan") and (ii) the 1994 Non-Employee 
Directors' Stock Option Plan ("Scripps Director's Plan," and collectively,
the "Scripps Stock Plans").  In connection with the Merger and related 
transactions, New Scripps will assume the Scripps Stock Plans and the
options and awards outstanding thereunder.  All references in such plans 
to Scripps and Scripps Class A Common Stock will be deemed to refer to 
New Scripps and New Scripps Class A Common Shares.  Approval of the
Merger by the holders of Scripps Common Voting Stock will constitute 
approval of New Scripps' assumption of the Scripps Stock Plans for 
purposes of the stockholder approval requirements of Rule 16b-3 under
the Exchange Act.

Scripps Incentive Plan.  Upon consummation of the Spin-Off, New Scripps
will assume the Scripps Incentive Plan and all options and awards outstanding
thereunder.  All such options and awards will be adjusted in accordance with
the plan by the Compensation Committee so as to prevent enlargement or
dilution of the rights represented by such options and awards.  No 
amendments will be made to the Scripps Incentive Plan as a result of the
Spin-Off.  All information appearing below about the Scripps Incentive Plan
will continue to apply to the plan after assumption thereof by New Scripps.

The purpose of the Scripps Incentive Plan is to promote the long-term
growth and profitability of Scripps by enabling it to attract and retain
the best available persons for positions of substantial responsibility.
Grants of incentive or nonqualified stock options, stock appreciation
rights (in tandem with or independent of options) ("SARs"), restricted or
nonrestricted share awards, performance units, or any combination thereof,
may be made under the Scripps Incentive Plan.  Participation is limited to
officers and other key employees of Scripps selected by the Compensation
Committee.  Directors who are not officers of Scripps are not eligible to
participate in the Scripps Incentive Plan.  Scripps has reserved 3,250,000
shares of Class A Common Stock for issuance under the plan.  The maximum
number of shares of Scripps Class A Common Stock with respect to which
options, SARs, restricted stock or performance units, or any combination
thereof, may be granted under the Scripps Incentive Plan to any employee in
any one calendar year is limited to 500,000 shares.

Stock Options and SARs.  The exercise price of stock options granted under
the Scripps Incentive Plan shall not be less than 100% of the fair market
value of the shares on the date the option is granted.  The Compensation
Committee may grant incentive or nonqualified options.  Options may be
exercised upon payment of the exercise price in cash, in shares previously
acquired by the optionee, or a combination of cash and such shares.
Options may also be exercised in accordance with a "cashless" exercise
procedure that permits the optionee to sell all or a portion of the shares
underlying the option or obtain a margin loan from a broker sufficient to
enable payment in either case of the exercise price of the option.  The
Compensation Committee shall determine the date or dates on which each
option shall become exercisable.  The Compensation Committee may accelerate
the vesting of any option or SAR held by an employee who retires or whose
employment is otherwise terminated for any reason other than cause.
"Cause" means, generally, conviction of a felony, conduct that could cause
demonstrable and serious injury to Scripps, or gross dereliction of duty or
other grave misconduct.  Retired employees have a period of five years
following retirement to exercise their options and SARs.  Upon a change in
control of Scripps there will be an automatic acceleration of the vesting
of any outstanding option or SAR as of the date of such change in control.
The Compensation Committee is authorized to grant SARs under the Scripps
Incentive Plan independently of or in tandem with stock options.  The
exercise of an option shall result in an immediate forfeiture of its
corresponding tandem SAR, and the exercise of a tandem SAR shall cause
an immediate forfeiture of its corresponding option.  A tandem SAR
shall expire at the same time as and shall be transferable only when
and under the same conditions as the related option.  Tandem SARs
shall be exercised only when, to the extent and on the conditions that
the related option is exercisable.  Upon exercise, the optionee shall
be entitled to distribution of an amount equal to the difference
between the fair market value of a share of Scripps Class A Common
Stock on the date of exercise and the exercise price of the option to
which the SAR corresponds.  The Compensation Committee shall decide
whether such distribution shall be in cash, in shares, or in a
combination thereof.  All tandem SARs will be exercised automatically
on the last day prior to the expiration date of the related option.
An independent SAR will entitle an employee to receive, with respect
to each share of Class A Common Stock as to which the SAR is
exercised, the excess of the fair market value of one share of such
stock on the date of exercise over its fair market value on the date
such SAR was granted.  As defined in the Scripps Incentive Plan, "fair
market value" means the average of the highest and lowest selling
prices of the Scripps Class A Common Stock as reported on the New York
Stock Exchange on the date in question.  Independent SARs may become
exercisable at such times or times, and on such conditions as the
Compensation Committee may specify, except that no such SAR will
become exercisable during the first six months following the date on
which it was granted.  The Scripps Incentive Plan provides that each
independent SAR will be exercised automatically on the last day prior
to its expiration date.  Payments of the amount to which an employee
is entitled upon the exercise of an independent SAR shall be made in
cash or shares of Scripps Class A Common Stock, or in any combination
thereof, as the Compensation Committee shall determine.  To the extent
that the payment is made in shares, the shares will be valued at their
fair market value on the day of exercise of such SAR.

No option, SAR or performance unit shall be transferable by an employee
otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order.  The Scripps
Incentive Plan provides that the Compensation Committee shall make
adjustments as it deems appropriate in the number and kind of shares
reserved for issuance under the Plan, and the number and kind of
shares covered by grants made under the plan and in the exercise price
of outstanding options, in certain events, such as reorganization,
recapitalization, stock split or merger.  The Compensation Committee
may also authorize cash awards to any participant in order to assist
him or her in meeting tax obligations with respect to shares received
under the plan.

Share Awards.  The Compensation Committee may award shares of Scripps Class
A Common Stock under the Scripps Incentive Plan and place restrictions
on transfer of such shares.  Each award shall specify the applicable
restrictions, if any, on such shares, the duration of such
restrictions, and the time at which such restrictions shall lapse.
Participants will be required to deposit shares with Scripps during
the period of any restriction on transfer.

Performance Units.  The Compensation Committee may grant performance units
to participants under the Scripps Incentive Plan.  Each unit shall
have a dollar value determined at the time of grant.  The value of
each unit may be fixed or it may fluctuate based on a performance
factor (e.g., return on equity) selected by the Compensation
Committee.  The Compensation Committee shall establish performance
goals that, depending on the extend to which they are met, will
determine the final value of the performance units or the final number
of units actually earned by participants, or both.  Performance units
that are earned by a participant may be paid in restricted or
nonrestricted shares, in cash, or in a combination of both in the
Compensation Committee's discretion.

Miscellaneous.  The Scripps Incentive Plan provides for vesting, exercise
or forfeiture of rights granted under the Scripps Incentive Plan on
retirement, death, disability, termination of employment or a change
of control.  The Board of Directors may modify, suspend or terminate
the Scripps Incentive Plan as long as it does not impair the rights of
any participant thereunder.  The holders of Scripps Common Voting
Stock must approve any increase in the maximum number of shares
reserved for issuance under the plan, any change in the classes of
employees eligible to participate in the plan and any material
increase in the benefits accruing to participants.  The Scripps
Incentive Plan was approved by the holders of Scripps Common Voting
Stock in December 1987 and shall terminate in December 1997 except
with respect to awards or options then outstanding.

Scripps Directors' Option Plan.  Upon consummation of the Spin-Off, New
Scripps will assume the Scripps Directors' Plan and all options
outstanding thereunder.  All such options will be adjusted in
accordance with the plan by the Compensation Committee so as to
prevent enlargement or dilution of the rights represented by such
options.  No amendments will be made to this plan as a result of the
Spin-Off.  All information appearing below about the Scripps
Directors' Plan will continue to apply to the plan after assumption
thereof by New Scripps.

The purpose of the plan is to strengthen the alignment of interests between
non-employee directors and the stockholders of Scripps through the
increased ownership by such directors of shares of Scripps Class A
Common Stock.  The total number of shares of Class A Common Stock of
Scripps that may be made subject to options awarded under the Plan is
50,000.  Participation is limited to non-employee directors of Scripps
elected by the holders of Class A Common Stock.
Under the plan, each qualified director shall receive a one-time non-
qualified stock option for 5,000 shares of Class A Common Stock at the time
of initial election.  On December 9, 1994, each of the three non-employee
directors currently in office received an option for 5,000 shares of Class
A Common Stock.  The plan was subsequently approved by the holders of the
Common Voting Stock.

The exercise price of each option granted under the plan shall be equal to
the fair market value of a share of Scripps Class A Common Stock on the
date that the option is granted.  Options may be exercised in whole or in
part upon payment of the exercise price in cash or in shares of Scripps
Class A Common Stock previously acquired or a combination of cash and such
shares.  The plan also provides for "cashless exercise" of options pursuant
to which a participant pays the exercise price of his options by selling
all or part of the underlying common shares.

The stock options granted under the plan to the current non-employee
directors of the Company are exercisable and shall expire on December 9,
2004.  All other stock options granted under the plan shall be exercisable
on the first anniversary of the recipient's election as a director by the
holders of Scripps Class A Common Stock and shall have terms of ten years
from the date of grant.

Options granted under the plan are not transferable except as permitted by
applicable law.  The plan provides for appropriate adjustments in the
number and kind of shares reserved for issuance under the plan or covered
by options granted under the Plan and in the exercise price of outstanding
options in the event of a reorganization, stock split, merger, or similar
event.  The plan will continue in effect until its expiration on December
9, 2004, and options then outstanding will continue in effect until the
expiration of their terms.

Rule 16b-3.  Pursuant to Section 16(b) of the Exchange Act, directors,
certain officers and 10% stockholders of Scripps are generally liable to
Scripps for repayment of any "short-swing" profits realized from any non-
exempt purchase and sale of Scripps Common Stock occurring within a six-
month period.  Rule 16b-3, promulgated under the Exchange Act, provides an
exemption from Section 16(b) liability for certain transactions by an
officer or director pursuant to an employee benefit plan that complies with
such rule.  Specifically, the grant of an option under an employee benefit
plan that complies with Rule 16b-3 will not be deemed the purchase of a
security and the actual or deemed sale of shares in connection with certain
option exercises will not be deemed a sale for Section 16(b) purposes.  The
Scripps Stock Plans are designed to comply with Rule 16b-3.

Federal Income Tax Consequences of the Scripps Stock Plans.  The following
is a summary of the federal income tax consequences of transactions under
the Scripps Stock Plans.

Non-Qualified Stock Options.  In general, with respect to non-qualified
stock options under each of the Scripps Stock Plans (a) no income is
realized by the optionee at the time the option is granted, (b) upon
exercise of the option, the optionee realizes ordinary income in an amount
equal to the excess of the fair market value of the shares of Class A
Common Stock on the date of exercise over the option price paid for the
shares, and Scripps is entitled to a tax deduction in the same amount, and
(c) at disposition of the Class A Common Stock received upon the exercise
of the option, the optionee receives, as either short-term or long-term
capital gain (or loss) the difference between the amount realized and the
fair market value of the shares on the date of exercise.

Incentive Stock Options.  No taxable income is realized by the optionee
upon the grant or exercise of an incentive stock option under the Scripps
Incentive Plan.  If Class A Common Stock is issued to an optionee pursuant
to the exercise of an incentive stock option, and if no disqualifying
disposition of such stock is made by such optionee within two years after
the date of grant or within one year after the transfer of such shares to
such optionee, then (a) upon the sale of such stock a long-term capital
gain or loss will be realized in an amount equal to the difference between
the option price and the amount realized by the optionee and (b) no
deduction will be allowed to Scripps for federal income tax purposes.  The
excess (if any) of the fair market value of the shares on the date of
exercise over the option price, however, is includable in alternative
minimum taxable income unless the shares are disposed of in the taxable
year the option is exercised.

If Class A Common Stock acquired upon the exercise of an incentive stock
option is disposed of prior to the expiration of either holding period
described above, generally (i) the optionee realizes ordinary income in the
year of disposition in an amount equal to the excess (if any) of the fair
market value of the shares on the date of exercise (or, if less, the amount
realized on the disposition of the shares) over the option price paid for
such shares and (ii) Scripps will be entitled to deduct the amount realized
as ordinary income by the optionee if Scripps satisfies certain federal
withholding or reporting requirements.  Any further gain (or loss) realized 
by the participant will be taxed as short-term or long-term capital gain 
(or loss), as the case may be, and will not result in any deduction for
Scripps.
Stock Appreciation Rights.  No income will be realized by an optionee in
connection with the grant of a stock appreciation right under the Scripps
Incentive Plan.  When the right is exercised, the optionee will generally
be required to recognize as ordinary income in the year of exercise an
amount equal to the sum of the amount of cash and the fair market value of
any shares received.  Scripps will be entitled to a deduction equal to the
amount included in such optionee's ordinary income by reason of the
exercise if Scripps satisfies certain federal withholding or reporting
requirements.  If the optionee receives Class A Common Stock upon the
exercise of a stock appreciation right, the post-exercise appreciation (or
depreciation) will be treated in the same manner as discussed above under
"Non-Qualified Stock Options."

Restricted Stock Awards.  A recipient of a restricted stock award under the
Scripps Incentive Plan generally will recognize ordinary income equal to
the difference between the fair market value of the restricted stock at the
time the stock is transferable or not subject to a substantial risk of
forfeiture and the consideration, if any, paid for the stock.  A recipient
may elect, however, within 30 days of the date of grant, to recognize
taxable ordinary income on the date of grant equal to the excess of the
fair market value of the shares of restricted stock on such date
(determined without regard to any restrictions other than restrictions
which will never lapse) over the consideration, if any, paid for such
restricted stock.  Scripps generally will be entitled to a deduction equal
to the amount that is taxable as ordinary income to the recipient if
Scripps satisfies certain federal withholding requirements.

Performance Units.  A recipient of performance units under the Scripps
Incentive Plan will recognize ordinary income when the objectives for a
performance unit are satisfied.  The time at which a recipient of a
performance unit will recognize ordinary income will generally depend upon
whether the recipient receives restricted or nonrestricted stock, cash or a
combination thereof.  Scripps generally will be entitled to a deduction
equal to the amount that is taxable as ordinary income to the recipient if
Scripps satisfies certain witholding requirements.
                                     
Capital Gains.  Under current law, capital gains are subject to the same
tax rates that apply to ordinary income, except the rate may not exceed
28%.  Capital losses may be utilized to offset capital gains to the extent
of capital gains, and $3,000 of capital losses in excess of capital gains
($1,500 in the case of a married individual filing a separate return) is
deductible against other income.
                                     
To receive long-term capital gain (loss) treatment with respect to any
appreciation (depreciation) in the value of Class A Common Stock acquired
pursuant to the Scripps Stock Plans, the participant must hold such shares
for more than one year.  Shares held for one year or less will receive
short-term capital gain or loss treatment.

Dividends and Dividend Equivalents.  Dividends paid on restricted stock
generally will be treated as compensation that is taxable as ordinary
income to the participant and may be deductible by Scripps.  If, however,
the participant makes a Section 83(b) election, the dividends will be
taxable as ordinary income to the participants, but will not be deductible
by Scripps.

$1,000,000 Deduction Limitation.  Scripps is not entitled to deduct annual
remuneration in excess of $1 million (the "Deduction Limitation") paid to
certain of its employees unless such remuneration satisfies an exception to
the Deduction Limitation, including an exception for performance-based
compensation established by a compensation committee and approved by
shareholders.  Thus, unless options, rights or awards granted under the
Scripps Incentive Plan satisfy an exception to the Deduction Limitation,
Scripps' deduction with respect to such options, rights or awards will be
subject to the Deduction Limitation.

Under Treasury Regulations, compensation attributable to stock options or
stock appreciation rights is deemed to satisfy the performance based
compensation exception if:

   "the grant or award is made by the compensation committee; the
   plan under which the option or right is granted states the maximum number
   of shares with respect to which options or rights may be granted during a
   specified period to any employee; and, under the terms of the option or
   right the amount of compensation the employee could receive is based solely
   on an increase in the value of the stock after the date of the grant or
   award . . ."

If a compensation committee comprised solely of two or more "outside
directors" within the meaning of Section 162(m) of the Code makes grants,
Scripps' deduction with respect to options granted under the Scripps
Incentive Plan will not be subject to the Deduction Limitation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                                     
The following table sets forth certain information with respect to persons
known to Scripps to be the beneficial owners of more than five percent of
Scripps Class A Common Stock or Scripps Common Voting Stock.  Unless
otherwise indicated, all information is as of September 30, 1995, and the
persons named in the table have sole voting and investment power with
respect to all shares shown therein as being beneficially owned by them.
Assuming that the Spin-Off had occurred as of the aforesaid date, the
information in the table below would also reflect the number of Class A
Common Shares and Common Voting Shares of New Scripps, and the respective
percentages thereof, beneficially owned by the persons named in such table.
                                     
                                                          Common
Name and Address                     Class A              Voting
of Beneficial Owner               Common Stock   Percent   Stock     Percent
                                     
The Edward W. Scripps Trust(1)     32,610,000     54.3%  16,040,000    80.2%
312 Walnut Street
Cincinnati, Ohio
                                     
Jack R. Howard(2)                   3,659,198      6.1%     170,000     0.9%
c/o Scripps Howard, Inc.
Attn: Corporate Secretary
312 Walnut Street
Cincinnati, Ohio
                                     
Paul K. Scripps and                   189,097      0.3%   1,616,113     8.1%
John P. Scripps Trust(3)
525 C Street, Suite 306
San Diego, California
                                     
Wellington Management Company(4)    3,442,030      5.7%          -0-     -0-
75 State Street
Boston, Massachusetts
                                     
The Capital Group                   3,113,400      5.2%          -0-     -0-
Companies, Inc. (5)
333 South Hope Street
Los Angeles, California
                                     
Chemical Bank, Trustee(6)              71,367      0.1%    1,392,000    7.0%
270 Park Avenue
New York, New York
                                     
                                     
(1)  Under the Trust Agreement establishing the Scripps Trust, the Scripps
Trust must retain voting stock sufficient to ensure control of Scripps (and
following the Spin-Off, New Scripps) until the final distribution of the
Scripps Trust estate unless earlier stock dispositions are necessary for
the purpose of preventing loss or damage to such estate.  The Scripps Trust
will terminate upon the death of the last to survive of four persons
specified in the Scripps Trust, the youngest of whom is 72 years of age.
Upon the termination of the Scripps Trust, substantially all of its assets
(including all shares of capital stock of Scripps or, following the Spin-
Off, New Scripps, held by the Scripps Trust) will be distributed to the
grandchildren of Robert Paine Scripps (a son of Edward W. Scripps), of whom
there are 28.  Certain of these grandchildren have entered into an
agreement among themselves, other cousins and Scripps which will restrict
transfer and govern voting of shares of Scripps Common Voting Stock (and,
following the Spin-Off, New Scripps Common Voting Shares) to be held by
them upon termination of the Scripps Trust and distribution of the Scripps
Trust estate.  This agreement will apply to the New Scripps Common Voting
Shares following the Spin-Off.  See "Certain Transactions--Scripps Family
Agreement."
(2)  The shares listed for Mr. Howard consist of 3,327,385 shares of
Scripps Class A Common Stock and 170,000 shares of Scripps Common Voting
Stock held in an irrevocable trust established for the benefit of Mr.
Howard and his wife and of which Mr. Howard and his wife are the sole
trustees; and 331,813 shares of Scripps Class A Common Stock owned by Mr.
Howard's wife.  Mr. Howard disclaims any beneficial interest in these
shares except those held in the irrevocable trust.

(3)  The shares listed for Mr. Paul K. Scripps include 119,520 shares of
Scripps Common Voting Stock and 400 shares of Scripps Class A Common Stock
held in various trusts for the benefit of certain relatives of Paul K.
Scripps and 100 shares of Scripps Class A Common Stock owned by his wife.
Mr. Scripps is a trustee of the aforesaid trusts.  Mr. Scripps disclaims
beneficial ownership of the shares held in such trusts and the shares owned
by his wife.  The shares listed also include 1,445,453 shares of Scripps
Common Voting Stock and 188,497 shares of Scripps Class A Common Stock held
by five trusts of which Mr. Scripps is a trustee.  Mr. Scripps is the sole
beneficiary of one of such trusts, holding 349,018 shares of Scripps Common
Voting Stock and 47,124 shares of Scripps Class A Common Stock.  He
disclaims beneficial ownership of the shares held in the other four trusts.

(4)  Represents shares of Class A Common Stock held as of December 31,
1994.  Wellington Management Company ("Wellington"), an investment advisory
firm, has filed a Schedule 13G with the SEC with respect to Scripps Class A
Common Stock.  According to the Schedule 13G for the year ended December
31, 1994, the shares listed in the table are owned by various clients of
Wellington, which possesses investment or voting power with respect to such
shares pursuant to the provisions of investment advisory agreements with
such clients.

(5)  Represents shares of Class A Common Stock held as of December 31,
1994.  The Capital Group Companies, Inc. ("Capital"), the parent company of
six investment management companies, has filed a Schedule 13G with the SEC
with respect to the Scripps Class A Common Stock.  According to the
Schedule 13G for the year ended December 31, 1994, the shares listed in the
table are owned by various clients of Capital, which possesses investment
or voting power with respect to such shares pursuant to the provisions of
investment advisory agreements with such clients.

(6)  Represents shares of Class A Common Stock held as of December 31, 1994
and Common Voting Stock held as of September 30, 1995.  The shares shown in
the table are held in two trusts of which Chemical Bank is the sole
trustee.  These trusts were established by Jack R. Howard's parents for the
benefit of his sister.
Security Ownership of Management

The following information is set forth with respect to Scripps Class A
Common Stock and Scripps Common Voting Stock beneficially owned as of
September 30, 1995, by each director, each named executive officer, and by
all directors and executive officers of Scripps as a group.  Unless
otherwise indicated, the persons named in the table have sole voting and
investment power with respect to all shares shown therein as being
beneficially owned by them.  Assuming that the Spin-Off had occurred as of
the aforesaid date, the information in the table below would also reflect
the number of New Scripps Class A Common Shares and New Scripps Common
Voting Shares, and the respective percentages thereof, beneficially owned
by the persons named in the table.

  Name of Individual                           Common
 or Number of Persons           Class A        Voting
    in Group                  Common Stock     Percent     Stock   Percent

William R. Burleigh(l)          32,515            *         ---      ---

John H. Burlingame(2)                0           ---        ---      ---

David R. Huhn(3)                   500            *         ---      ---

Lawrence A. Leser(4)            34,240            *         ---      ---

Daniel J. Meyer                    300            *         ---      ---

Nicholas B. Paumgarten(5)        3,250            *         ---      ---

Charles E. Scripps(2)(6)        39,680            *         ---      ---

Paul K. Scripps(7)             189,097            *      1,616,113    8.0%

Robert P. Scripps(2)                 0           ---        ---

Daniel J. Castellini(8)         24,735            *         ---       ---

Paul F. (Frank) Gardner(9)      26,974            *         ---       ---

Craig C. Standen(10)            11,355            *         ---       ---

All directors and executive
  officers as a group
  (19 persons) (11)         33,001,930          55.0%    17,656,113  88.3%

*    Shares owned represent less than one percent of the outstanding shares
     of such class of stock.
(1)    The shares listed for Mr. Burleigh do not include 165,000 shares
of Scripps Class A Common Stock underlying exercisable options held by him.

   (2)    This person is a Trustee of the Scripps Trust and has the power,
together with the other Trustees, to vote and dispose of the 32,610,000
shares of Scripps Class A Common Stock and the 16,040,000 shares of Scripps
Common Voting Stock held by the Scripps Trust.  Messrs. Charles E. Scripps
and Robert P. Scripps have a life income interest in the Scripps Trust.
Mr. Burlingame disclaims any beneficial interest in the shares held by the
Scripps Trust.

  (3)     The shares listed for Mr. Huhn are held jointly with his wife.

  (4)     The shares listed for Mr. Leser include 5,500 shares of Scripps
Class A Common Stock owned by his wife and 640 shares of Scripps Class A
Common Stock owned by one of his children.  Mr. Leser disclaims any
beneficial interest in these shares.  The shares listed do not include
285,500 shares of Scripps Class A Common Stock underlying exercisable
options held by Mr. Leser.

  (5)     The shares listed for Mr. Paumgarten include 2,000 shares of
Scripps Class A Common Stock held in trusts for the benefit of Mr.
Paumgarten's sons, and 850 shares of Scripps Class A Common Stock owned by
his wife.  Mr. Paumgarten is the sole trustee of the aforesaid trusts.  Mr.
Paumgarten disclaims beneficial ownership of the shares held in such trusts
and the shares owned by his wife.

  (6)     The shares listed for Mr. Charles E. Scripps include 300 shares
of Scripps Class A Common Stock owned by his wife.  Mr. Scripps disclaims
any beneficial interest in these shares.

  (7)     The shares listed for Mr. Paul K. Scripps include 119,520 shares
of Scripps Common Voting Stock and 400 shares of Scripps Class A Common
Stock held in various trusts for the benefit of certain relatives of Paul
K. Scripps and 100 shares of Scripps Class A Common Stock owned by his
wife.  Mr. Scripps is a trustee of the aforesaid trusts.  Mr. Scripps
disclaims beneficial ownership of the shares held in such trusts and the
shares owned by his wife.  The shares listed also include 1,445,453 shares
of Scripps Common Voting Stock and 188,497 shares of Scripps Class A Common
Stock held by five trusts of which Mr. Scripps is a trustee.  Mr. Scripps
is the sole beneficiary of one of such trusts, holding 349,018 shares of
Scripps Common Voting Stock and 47,124 shares of Scripps Class A Common
Stock.  He disclaims beneficial ownership of the shares held in the other
four trusts.

  (8)     The shares listed for Mr. Castellini include 1,000 shares of
Scripps Class A Common Stock owned by his wife.  Mr. Castellini disclaims
any beneficial interest in these shares.  The shares listed for
Mr. Castellini do not include 109,000 shares of Scripps Class A Common
Stock underlying exercisable options held by him.

  (9)     The shares listed for Mr. Gardner do not include 56,500 shares of
Scripps Class A Common Stock underlying exercisable options held by him.

 (10)     The shares listed for Mr. Standen include 180 shares of Scripps
Class A Common Stock held by Mr. Standen as custodian for the benefit of
his children.  Mr. Standen disclaims any beneficial interest in these
shares.  The shares listed for Mr. Standen do not include 40,275 shares of
Scripps Class A Common Stock underlying exercisable options held by him.

 (11)     The shares listed include 32,610,000 shares of Scripps Class A
Common Stock and 16,040,000 shares of Scripps Common Voting Stock owned by
the Scripps Trust.
CERTAIN TRANSACTIONS

Scripps Family Agreement.  Scripps and certain persons and trusts are
parties to an agreement (the "Scripps Family Agreement") restricting the
transfer and governing the voting of shares of Scripps Common Voting Stock
that such persons and trusts may acquire or own at or after the termination
of the Scripps Trust.  Such persons and trusts (the "Signatories") consist
of certain grandchildren of Robert Paine Scripps who are beneficiaries of
the Scripps Trust, the descendants of John P. Scripps, and certain trusts
of which descendants of John P. Scripps are trustees and beneficiaries.
Robert Paine Scripps and John P. Scripps were sons of the founder of
Scripps.

If the Scripps Trust were to have terminated as of September 30, 1995, the
Signatories would have held in the aggregate approximately 86% of the
outstanding shares of Scripps Common Voting Stock as of such date.

Once effective, the provisions restricting transfer of shares of Scripps
Common Voting Stock under the Scripps Family Agreement will continue until
twenty-one years after the death of the last survivor of the descendants of
Robert Paine Scripps and John P. Scripps alive when the Scripps Trust
terminates.  The provisions of the Scripps Family Agreement governing the
voting of Scripps Common Voting Stock will be effective for a ten year
period after termination of the Scripps Trust and may be renewed for
additional ten year periods pursuant to certain provisions set forth in the
Agreement.

No Signatory will be able to dispose of any shares of Scripps Common Voting
Stock (except as otherwise summarized below) without first giving other
Signatories and Scripps the opportunity to purchase such stock.
Signatories will not be able to convert shares of Scripps Common Voting
Stock into shares of Scripps Class A Common Stock except for a limited
period of time after giving other Signatories and Scripps the aforesaid
opportunity to purchase and except in certain other limited circumstances.

Signatories will be permitted to transfer shares of Scripps Common Voting
Stock to their lineal descendants or trusts for the benefit of such
descendants, or to any trust for the benefit of such a descendant, or to
any trust for the benefit of the spouse of such descendant or any other
person or entity.  Descendants to whom such shares are sold or transferred
outright, and trustees of trusts into which such shares are transferred,
must become parties to the Scripps Family Agreement or such shares shall be
deemed to be offered for sale pursuant to the Scripps Family Agreement.
Signatories will also be permitted to transfer shares of Scripps Common
Voting Stock by testamentary transfer to their spouses provided such shares
are converted to Scripps Class A Common Stock and to pledge such shares as
collateral security provided that the pledgee agrees to be bound by the
terms of the Scripps Family Agreement.  If title to any such shares subject
to any trust is transferred to anyone other than a descendant of Robert
Paine Scripps or John P. Scripps, or if a person who is a descendant of
Robert Paine Scripps or John P. Scripps acquires outright any such shares
held in trust but is not or does not become a party to the Scripps Family
Agreement, such shares shall be deemed to be offered for sale pursuant to
the Scripps Family Agreement.  Any valid transfer of shares of Scripps
Common Voting Stock made by Signatories without compliance with the Scripps
Family Agreement will result in automatic conversion of such shares to
Class A Common Shares.

The Scripps Family Agreement provides that Scripps will call a meeting of
the Signatories prior to each annual or special meeting of the stockholders
of Scripps held after termination of the Scripps Trust (each such meeting
hereinafter referred to as a "Required Meeting").  At each Required
Meeting, Scripps will submit for decision by the Signatories each matter,
including election of directors, that Scripps will submit to its
stockholders at the annual meeting or special meeting with respect to which
the Required Meeting has been called.  Each Signatory will be entitled,
either in person or by proxy, to cast one vote for each share of Scripps
Common Voting Stock owned of record or beneficially by him on each matter
brought before the meeting.  Each Signatory will be bound by the decision
reached with respect to each matter brought before such meeting, and, at
the related meeting of the stockholders of Scripps, will vote his shares of
Scripps Common Voting Stock in accordance with decisions reached at the
meeting of the Signatories.

Following the Spin-Off, the Scripps Family Agreement will apply to the New
Scripps Common Voting Shares and the New Scripps Class A Common Shares held
by the Signatories after termination of the Scripps Trust.

John P. Scripps Newspapers.  In connection with the merger in 1986 of the
John P. Scripps Newspaper Group ("JPSN") into a wholly owned subsidiary of
Scripps (the "JPSN Merger"), Scripps and the Scripps Trust entered into
certain agreements discussed below.  All of these agreements will apply to
New Scripps, the New Scripps Class A Common Shares and the New Scripps
Common Voting Shares following the Spin-Off.
JPSN Board Representation Agreement.  The Scripps Trust and John P. Scripps
entered into a Board Representation Agreement dated March 14, 1986 in
connection with the JPSN Merger.  Under this agreement, the surviving adult
children of Mr. Scripps who are stockholders of Scripps have the right to
designate one person to serve on the Scripps Board so long as they continue
to own in the aggregate 25% of the sum of (i) the shares issued to them in
the JPSN Merger and (ii) the shares received by them from John P. Scripps's
estate.  In this regard, the Scripps Trust has agreed to vote its Scripps
Common Voting Stock in favor of the person designated by John P. Scripps's
children.  Pursuant to this agreement, Paul K. Scripps currently serves on
Scripps Board.  The Board Representation Agreement terminates upon the
earlier of the termination of the Scripps Trust or the completion of a
public offering by Scripps of its Common Voting Stock.

Stockholder Agreement.  The former stockholders of the John P. Scripps
Newspaper Group, including John P. Scripps and Paul K. Scripps, entered
into a Stockholder Agreement with Scripps in connection with the JPSN
Merger.  This agreement restricts to certain transferees the transfer of
Scripps Common Voting Stock received by such stockholders pursuant to the
JPSN Merger.  These restrictions on transfer will terminate on the earlier
of the termination of the Scripps Trust or completion of a public offering
of Scripps Common Voting Stock.  Under the agreement, if a stockholder has
received a written offer to purchase 25% or more of his shares of Scripps
Common Voting Stock, Scripps has a "right of first refusal" to purchase
such shares on the same terms as the offer.  On the death of any of these
stockholders, Scripps is obligated to purchase from the stockholder's
estate a sufficient number of shares of the Scripps Common Stock to pay
federal and state estate taxes attributable to all shares included in such
estate.  This obligation expires in 2006.  Under certain other
circumstances, such as bankruptcy or insolvency of a stockholder, Scripps
has an option to buy all shares of Scripps Common Stock owned by such
stockholder.  Under the agreement, stockholders owning 25% or more of the
outstanding shares of Scripps Common Voting Stock issued pursuant to the
JPSN Merger may require Scripps to register shares of Scripps Common Voting
Stock (subject to the right of first refusal mentioned above) under the
Securities Act for sale at the stockholders' expense in a public offering.
In addition, the former stockholders of the John P. Scripps Newspaper Group
will be entitled, subject to certain conditions, to include shares of
Scripps Common Voting Stock (subject to the right of first refusal) that
they own in any registered public offering of shares of the same class by
Scripps.  The registration rights expire three years from the date of a
registered public offering of shares of Scripps Common Voting Stock.

Other Transactions.  Mr. Charles E. Scripps and Mr. Robert P. Scripps,
directors of Scripps and New Scripps, are general partners in Jefferson
Building Partnership (the "Jefferson Partnership"), which was formed in
1984.  The Albuquerque Publishing Company, a subsidiary of Scripps that is
a 50% owned partnership that operates The Albuquerque Tribune under a joint
operating agreement, leases the facilities for The Albuquerque Tribune from
a partnership controlled in part by the Jefferson Partnership.  This lease
terminates in 2004.  Total rent under the lease through September 30, 1995,
was approximately $700,000.  The Albuquerque Publishing Company has an
option to purchase the property that is exercisable until 2034.  The
purchase price will be equal to 7.7 times the basis rent for the lease year
in which the property is purchased.  The parties to the Albuquerque joint
operating agreement lease the land on which the Albuquerque facilities are
situated to the Jefferson Partnership under a lease terminating in 2034 and
providing for rent of $150,000 per year, subject to certain adjustments for
inflation.  The Jefferson Partnership has subleased the land to the
Albuquerque Publishing Company as part of the facilities lease arrangement
described above.

Mr. Charles E. Scripps is a Trustee of the Scripps Trust.  Mr. Scripps is
expected to continue to serve as a Trustee of the Scripps Trust in 1996.
As a Trustee, Mr. Scripps shares the power, together with the other two
Trustees, to vote and dispose of the 32,610,000 shares of Scripps Class A
Common Stock and 16,040,000 shares of Scripps Common Voting Stock held by
the Scripps Trust.  Following the Spin-Off, the Scripps Trust will hold
32,610,000 New Scripps Class A Common Shares and 16,040,000 New Scripps
Common Voting Shares.  Mr. Scripps has a life income interest in the
Scripps Trust.

Mr. John H. Burlingame, a director of Scripps and a Trustee of the Scripps
Trust, is the Executive Partner of Baker & Hostetler, which is general
counsel to Scripps and the Scripps Trust.  Baker & Hostetler has performed
legal services for Scripps and the Scripps Trust for many years and is
expected to do so in the future.

Mr. Nicholas B. Paumgarten, a director of Scripps, is a Managing Partner of
J.P. Morgan & Co. Incorporated ("J.P. Morgan").  Morgan Guaranty Trust
Company of New York (an affiliate of J.P. Morgan) is a lender to Scripps
under a revolving credit agreement.  Another affiliate of J.P. Morgan, J.P.
Morgan Securities Inc., has performed investment banking services for
Scripps in the past and may perform such services in the future.
MARKET PRICE OF AND DIVIDENDS ON COMMON STOCK AND RELATED STOCKHOLDER
                                 MATTERS

New Scripps shares do not currently trade in a public market.  New Scripps'
Class A Common Shares issued in the Spin-Off are expected to be listed on
the New York Stock Exchange ("NYSE") and to trade under the symbol "SSP,"
which is the symbol under which Scripps Class A Common Stock currently
trades on the NYSE.

There are approximately 4,500 owners of Scripps' Class A Common Stock and
27 owners of Scripps' Common Voting Stock (which does not have a public
market), based on security position listings.  Upon completion of the
Transactions the separate existence of Scripps will cease.

Scripps has declared cash dividends in every year since its incorporation
in 1922.  Management of New Scripps intends to maintain the dividend
payment policy of Scripps.  Future dividends will be subject to New
Scripps' earnings, financial condition, and capital requirements.

The range of market prices of Scripps' Class A Common Stock, which
represents the high and low sales prices for each full quarterly period
(with the exception of the 4th quarter of 1995 which is through December
20, 1995) and quarterly cash dividends are as follows:
1st            2nd            3rd            4th                   
                                                           Quarter        Quarter        Quarter        Quarter         Total
1995                                                                                                    
Market price of common stock:                                                                                                   
   High                                                      $32.750        $32.375        $34.625        $40.375               
   Low                                                        26.750         28.000         30.625         33.500               
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .13          $ .13          $ .13          $ .50
                                                                                                                                
                        1994                                                                                                    
Market price of common stock:                                                                                                   
   High                                                      $29.250        $29.500        $30.500        $31.000               
   Low                                                        24.875         23.000         27.875         27.500               
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .11          $ .11          $ .11          $ .44
                                                                                                                                
                        1993                                                                                                    
Market price of common stock:                                                                                                   
   High                                                      $29.125        $28.500        $26.625        $30.875               
   Low                                                        23.750         24.750         22.875         25.125               
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .11          $ .11          $ .11          $ .44
SELECTED FINANCIAL DATA

The following selected financial data has been derived from the
consolidated financial statements of Scripps.  The data should be read in
conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations and the consolidated financial
statements and notes thereto included elsewhere herein.

The income statement data for the five years ended December 31, 1994 and
the balance sheet data as of the same dates have been derived from the
audited consolidated financial statements of Scripps.  The income statement
data for the nine months ended September 30, 1995 and 1994 and the balance
sheet data as of the same dates have been derived from the unaudited
consolidated financial statements of Scripps, which, in the opinion of
management, include all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of financial position and
results of operations for such periods.  Operating results for the nine
month periods are not necessarily indicative of results that may be
expected for the entire year or for future interim periods.
THE E.W. SCRIPPS COMPANY                                                                                                          
SELECTED FINANCIAL DATA
( in millions, except share data )                      September 30,                                December 31,
                                                       1995       1994       1994       1993        1992        1991        1990
Summary of Operations                                                                                                             
     Operating Revenues:                                                                                                          
          Newspapers                               $   468.3  $   438.2  $    599.2 $    548.2  $    504.8  $    485.3  $    498.6
          Broadcast television                         211.7      202.4       288.2      254.9       247.2       216.4       205.1
          Entertainment                                 69.0       56.3        73.5       84.7        87.2        91.6        91.7
          Total                                        749.0      697.0       960.9      887.9       839.3       793.3       795.4
          Divested operating units *                     0.3        2.7         3.7       57.4       178.1       281.0       301.7
               Total operating revenues            $   749.3  $   699.7  $    964.6 $    945.2  $  1,017.4  $  1,074.3  $  1,097.2
     Operating Income (Loss):                                                                                                     
          Newspapers                               $    88.5  $    90.8  $    119.8 $     76.7  $     88.7  $     70.8  $     81.2
          Broadcast television                          57.5       62.5        94.5       69.1        61.6        49.6        60.8
          Entertainment                                (7.9)      (0.8)       (7.1)        3.2         7.7         9.6         9.9
          Corporate                                   (12.8)     (11.2)      (15.5)     (13.6)      (15.0)      (12.7)      (14.8)
          Total                                        125.3      141.3       191.7      135.4       143.1       117.3       137.2
          Divested operating units *                   (0.1)      (0.1)       (0.2)        7.5      (14.6)        33.2        31.8
          Unusual items                                                       (7.9)      (0.9)                              (36.4)
               Total operating income                  125.1      141.3       183.6      142.0       128.5       150.4       132.6
     Interest expense                                  (8.6)     (12.9)      (16.3)     (26.4)      (33.8)      (38.4)      (43.3)
     Net gains and unusual items                                   31.6        14.7       94.4        74.5                        
     Miscellaneous, net                                  2.6      (0.4)       (0.9)      (2.4)       (3.6)       (0.5)       (1.9)
     Income taxes                                     (52.3)     (67.6)      (80.4)     (86.4)      (65.1)      (48.4)      (44.1)
     Minority interests                                (2.6)      (7.1)       (7.8)     (16.2)       (9.1)       (7.2)       (8.4)
     Income from continuing operations             $    64.2  $    84.9  $     92.8 $    104.9  $     91.4  $     55.9  $     34.9
                                                                                                                                  
Share Data                                                                                                                        
     Income from continuing operations (excluding                                                                                 
          unusual items and net gains)                  $.80     $  .90       $1.25     $  .72      $  .80        $.75        $.77
     Unusual items and net gains                                    .23       (.04)        .68         .42                   (.31)
     Income from continuing operations                  $.80      $1.13       $1.22      $1.41       $1.22        $.75        $.46
                                                                                                                                  
     Dividends                                         $ .37      $ .33       $ .44      $ .44       $ .40       $ .40       $ .40
                                                                                                                                  
     Common stock price:                                                                                                          
          High                                       $34.625    $30.500     $31.000    $30.875     $29.000     $24.500     $24.000
          Low                                         26.750     23.000      23.000     22.875      22.125      14.750     $13.000
                                                                                                                                  
Other Financial Data                                                                                                              
     EBITDA (see page 31) - excluding divested                                                                                    
          operating units * and unusual items:                                                                                    
          Newspapers                               $   116.0  $   117.3  $    154.9 $    114.1  $    122.8  $    100.8  $    106.7
          Broadcast television                          76.7       77.8       115.8       89.5        81.6        65.9        74.6
          Entertainment                                (5.7)        0.5       (5.3)        4.2         8.5        10.4        10.7
          Corporate                                   (12.2)     (10.7)      (14.8)     (13.0)      (13.4)      (11.7)      (13.8)
          Total **                                     174.9      185.0       250.6      194.7       199.6       165.5       178.2
     Depreciation and amortization of                                                                                             
          intangible assets **                          49.6       43.7        58.9       60.8        64.3        56.2        49.1
     Net cash provided by continuing operations**       57.8      105.2       170.2      142.0       127.0       135.9       154.7
     Investing activity:**                                                                                                        
          Capital expenditures                        (40.8)     (29.2)      (54.0)     (36.8)      (86.9)     (114.2)      (49.1)
          Other (investing)/divesting activity, net   (39.9)       23.4        18.9      105.4        21.9     (127.9)        13.8
     Total assets **                                 1,362.6    1,315.8     1,286.7    1,255.1     1,286.6     1,296.3     1,095.4
     Long-term debt (including current portion)        110.5      137.2       110.4      247.9       441.9       491.8       367.6
     Net debt (including current portion) ***           70.0      137.2       104.7      235.9       440.6       475.2       367.6
     Stockholders' equity                            1,161.0    1,073.7     1,083.5      859.6       733.1       676.6       639.0
     Net debt % of total capitalization                   6%        11%          9%        22%         38%         41%         37%
                                                                                                                                  
*        Refers to operating units sold prior to                                                                              
         September 30, 1995, but does not include cable
         television, which is reported as a discontinued
         business segment.  Because Scripps will receive
         no proceeds from the divestiture of its cable
         television segment, that segment is excluded from
         the Summary of Operations.
**       Excludes cable television.                                                                                            
***      Net debt is defined as long-term debt less                                                                             
         cash equivalents and short-term investments.
                                                                                                                                  
 Note:   Certain amounts may not foot as each is                                                                               
         rounded independently.
Notes to Selected Financial Data

In the periods presented Scripps acquired and divested the following:
Acquisitions
  1994 -   The remaining 13.9% minority interest in Scripps Howard
           Broadcasting Company ("SHB") in exchange for 4,952,659 shares of
           Scripps Class A Common stock. Cinetel Productions (an independent
           producer of programs for cable television).
  1993 -   Remaining 2.7% minority interest in the Knoxville News-
           Sentinel.  5.7% of the outstanding shares of SHB.
  1992 -   Three daily newspapers in California (including The Monterey
           County Herald in connection with the sale of The Pittsburgh Press).
  1991 -   Baltimore television station WMAR.
  
Divestitures
  1995 -   Watsonville, California, daily newspaper.  No gain or loss was
           realized.
  1993 -   Book publishing; newspapers in Tulare, California, and San
           Juan; Memphis television station; radio stations.  The net gains on
           the divestitures increased net income $46.8 million, $.63 per share.
  1992 -   The Pittsburgh Press; TV Data; certain other investments.  The
           net gains on the divestitures increased net income $45.6 million,
           $.61 per share.

Total operating income included the following unusual items:
  1994 -   Loss on program rights expected be sold as a result of changes
           in television network affiliations.  The loss reduced net income
           $4.9 million, $.07 per share.
  1993 -   Change in estimate of disputed music license fees; gain on the
           sale of certain publishing equipment; a restructuring charge.  The
           net effect of the unusual items reduced net income $0.6 million,
           $.01 per share.
  1992 -   Operating losses of $32.7 million during the Pittsburgh Press
           strike (reported in divested operating units) reduced net income
           $20.2 million; $.27 per share.
  1990 -   Payments to JOA partner related to termination of Knoxville
           JOA.  Net income was reduced $23.7 million, $.31 per share.
  
Net gains and unusual items included the following unusual items:
  1994 -   Sale of worldwide Garfield and U.S. Acres copyrights.  The sale
           resulted in a pre-tax gain of $31.6 million, $17.4 million after-
           tax, $.23 per share.
           Estimated loss on sale of real estate associated with changes in
           television network affiliations; special contribution to a
           charitable foundation; lawsuits associated with divested operating
           units.  These items totaled $16.9 million and combined with the
           estimated change in the tax liability for prior years reduced net
           income $15.1 million, $.20 per share.
1993 -     Received $2.5 million fee in connection with Ogden, Utah,
           newspaper sale.  Combined with the change in the estimate of 
           prior year tax liabilities and the effect of the increase in 
           the federal income tax rate to 35% from 34%, net income was 
           increased $4.8 million, $.06 per share.
1992 -     Write-down of real estate and investments totaled $3.5 million.
           Combined with the adjustment of the tax liability for prior years,
           net income was increased $6.1 million, $.08 per share.
  
  
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS
  
On October 28, 1995 The E.W. Scripps Company ("Scripps") and Comcast
Corporation ("Comcast") reached an agreement pursuant to which
Scripps will contribute all of its non-cable television assets to
Scripps Howard, Inc. ("SHI" - a wholly-owned subsidiary of Scripps
and the direct or indirect parent of all of Scripps' operations) and
SHI's cable television system subsidaries ("Scripps Cable") will be
transferred to and held directly by Scripps.  Scripps Cable will
then be acquired by Comcast through a tax-free merger (the "Merger")
with Scripps.  The remaining SHI business will continue as "New
Scripps", which will be distributed in a tax-free "spin-off" to
Scripps shareholders (the "Spin-Off") and thereafter renamed The
E.W. Scripps Company.  The Merger and the Spin-Off are collectively
referred to as the "Transactions."  Upon completion of the
Transactions the separate existence of Scripps will cease.
  
Because Scripps Cable represents an entire business segment that will be
divested, its results are reported as "discontinued operations"  in
Scripps' consolidated financial statements.   Results of the
remaining business segments, including results for divested
operating units within these segments through their dates of sale,
are reported as "continuing operations."
 
Scripps' historical basis in its assets and liabilities will be carried
over to New Scripps. The Transactions will be recorded as a reverse spin
transaction, accordingly New Scripps' results of operations for periods
prior to the consummation of the Transactions will represent the
historical results of operations previously reported by Scripps.
Scripps Cable is excluded from Management's Discussion and Analysis
of Financial Condition and Results of Operations results because
management believes its results are not relevant to understanding
Scripps' ongoing operations.
Consolidated results of continuing operations were as follows:
( in thousands, except per share data )             (Unaudited)                                                                     
                                              For the nine months ended                         For the years ended
                                                     September 30,                                  December 31, 
                                              1995     Change       1994         1994    Change       1993     Change       1992
Operating revenues:                                                                                                               
     Newspapers                           $   468,338   6.9 %  $   438,222   $   599,222   9.3 %  $   548,180   8.6 %  $   504,849
     Broadcast television                     211,711   4.6 %      202,445       288,184  13.0 %      254,944   3.1 %      247,225
     Entertainment                             68,964  22.4 %       56,343        73,473 (13.3)%       84,741  (2.8)%       87,209
     Total                                    749,013   7.5 %      697,010       960,879   8.2 %      887,865   5.8 %      839,283
     Divested operating units                     294                2,725         3,716               57,350              178,072
Total operating revenues                  $   749,307   7.1 %  $   699,735   $   964,595   2.1 %  $   945,215  (7.1)%  $ 1,017,355
                                                                                                                                  
Operating income:                                                                                                                 
     Newspapers                           $    88,491  (2.5)%  $    90,776   $   119,759  56.1 %  $    76,701 (13.5)%  $    88,680
     Broadcast television                      57,455  (8.0)%       62,455        94,540  36.9 %       69,071  12.1 %       61,629
     Entertainment                            (7,905)                (752)       (7,083)                3,239 (58.0)%        7,708
     Corporate                               (12,782) (14.6)%     (11,154)      (15,471) (13.5)%     (13,625)   8.9 %     (14,956)
     Total                                    125,259 (11.4)%      141,325       191,745  41.6 %      135,386  (5.4)%      143,061
     Divested operating units                   (130)                 (64)         (220)                7,476             (14,577)
     Unusual items                                                               (7,915)                (900)                     
Total operating income                        125,129 (11.4)%      141,261       183,610  29.3 %      141,962  10.5 %      128,484
Interest expense                              (8,623)             (12,934)      (16,274)             (26,397)             (33,792)
Net gains and unusual items                                         31,621        14,651               94,374               74,483
Miscellaneous, net                              2,603                (387)         (917)              (2,413)              (3,583)
Income taxes                                 (52,285)             (67,597)      (80,441)             (86,387)             (65,145)
Minority interest                             (2,587)              (7,068)       (7,833)             (16,228)              (9,087)
                                                                                                                                  
Income from continuing operations         $    64,237 (24.3)%  $    84,896   $    92,796 (11.5)%  $   104,911  14.8 %  $    91,360
                                                                                                                                  
Per share of common stock:                                                                                                        
     Income from continuing operations          $ .80 (29.2)%        $1.13         $1.22 (13.5)%        $1.41  15.6 %        $1.22
Note Ref.                                                                                                                         
    (i)   Garfield gain                                             ( .23)        ( .23)                                          
   (ii)   Net gains on sales of                                                                                             
              divested operating units                                                                 ( .63)               ( .61) 
  (iii)   TV programs/property write-downs                                           .09                                          
  (iv)    Special charitable contribution                                            .06                                          
   (v)    Change in tax liability                                                    .07               ( .07)               ( .11)
  (vi)    Lawsuits re: divested operating units                                      .05                                          
 (vii)    ASCAP adjustment and other items                                                                .02                     
(viii), (ix)  Pittsburgh strike and write-downs                                                                                .30
                                                                                                                                  
     Adjusted income from continuing operations                                                                                   
         (excluding unusual items and
         net gains)                             $ .80 (11.1)%        $ .90        $ 1.25  73.6 %        $ .72 (10.0)%        $ .80
                                                                                                                                  
 Note:  The sum of the reported income                                                                                        
        per share from continuing operations and
        the per share effect of unusual items
        and net gains may not equal the
        adjusted income per share from
        continuing operations as each is
        computed independently based on the
        weighted average shares outstanding for
        the respective periods.
( in thousands )                                     (Unaudited)  
                                              For the nine months ended                          For the years ended
                                                    September 30,                                    December 31, 
                                              1995     Change       1994         1994    Change       1993     Change       1992
                                                                                                                                  
Other Financial and Statistical Data -                                                                                            
excluding divested operating units and
unusual items
Total advertising revenues                $   554,420   7.5 %  $   515,654   $   718,864  11.8 %  $   643,269   7.1 %  $   600,406
                                                                                                                                  
Advertising revenues as a percentage of        74.0 %               74.0 %        74.8 %               72.5 %               71.5 %
   total revenues
                                                                                                                                  
EBITDA:                                                                                                                           
     Newspapers                           $   116,009  (1.1)%  $   117,342   $   154,917  35.8 %  $   114,061  (7.1)%  $   122,806
     Broadcast television                      76,710  (1.4)%       77,794       115,829  29.5 %       89,477   9.6 %       81,604
     Entertainment                            (5,680)                  543       (5,344)                4,156 (51.4)%        8,544
     Corporate                               (12,151) (13.5)%     (10,710)      (14,820) (14.0)%     (13,000)   3.0 %     (13,396)
     Total                                $   174,888  (5.5)%  $   184,969   $   250,582  28.7 %  $   194,694  (2.4)%  $   199,558
                                                                                                                                  
Effective income tax rate                      43.9 %               42.4 %        44.4 %               41.6 %               39.3 %
                                                                                                                                  
Weighted average shares outstanding            79,930   6.5 %       75,059        76,246   2.1 %       74,650   0.1 %       74,602
                                                                                                                                  
Total capital expenditures                $    40,792  39.9 %  $    29,150   $    53,951  49.6 %  $    36,073 (56.7)%  $    83,332
Earnings before interest, income taxes, depreciation, and amortization
("EBITDA") is included in the discussion of segment results because:

    Changes in depreciation and amortization are often unrelated to
    current performance.  Management believes the year-over-year change in
    EBITDA is a more useful measure of year-over-year performance than the
    change in operating income because, combined with information on
    capital spending plans, it is a more reliable indicator of results
    that may be expected in future periods.
 
    Banks and other lenders use EBITDA to determine Scripps' borrowing
    capacity.
   
    Financial analysts use EBITDA to value communications media companies.

    Acquisitions of communications media businesses are based on multiples
    of EBITDA.

EBITDA should not, however, be construed as an alternative measure of the
amount of Scripps' income or cash flows from operating activities.

Operating losses for the nine-month period ended September 30, 1995 and
1994 for HGTV totaled $10,500,000, $6,400,000 after-tax, $.08 per share and
$3,500,000, $1,900,000 after-tax, $.03 per share.  For the full year of
1994 operating losses for HGTV amounted to $7,700,000 and reduced Scripps'
net income by $4,500,000, $.06 per share.

In the third quarter of 1994 Scripps acquired the remaining 13.9% minority
interest in Scripps Howard Broadcasting Company ("SHB") in exchange for
4,952,659 shares of Scripps Class A Common stock.  In 1993 Scripps
purchased 5.7% of the outstanding shares of SHB and the remaining 2.7%
minority interest in the Knoxville News-Sentinel.

The average balance of outstanding debt decreased $64,000,000 in 1995
through September 30, $202,000,000 in 1994 and $101,000,000 in 1993.

The effective income tax rate in all periods is affected by the changes in
estimate of the tax liability for prior years described in (v) below.
Net gains and unusual items affecting the comparability of Scripps'
reported results of operations include the following:

     (i)  In 1994 Scripps sold its worldwide Garfield and U.S. Acres
          copyrights.  The sale resulted in a pre-tax gain of $31,600,000,
          $17,400,000 after-tax, $.23 per share.

     (ii) Scripps divested the following operations:

          1995 - Newspaper in Watsonville, California.

          1993 - Book publishing; newspapers in Tulare, California, and San
          Juan; Memphis television station; radio stations.

          1992 - The Pittsburgh Press; TV Data; certain other investments.

          The business units referred to above, and any related gains on the
          sales of the business units, are hereinafter referred to as the
          "Divested Operating Units."

          The following items related to Divested Operating Units affected the
          comparability of Scripps' reported results of operations:
( in thousands, except per share data )                                                                                 
                                                                                                       1993             1992
Net gains recognized (before minority                                                                                   
             interests and income taxes)                                                           $    91,900       $    78,000
        Net gains recognized (after minority                                                                                    
             interests and income taxes)                                                                46,800            45,600
        Net gains recognized per share (after minority                                                                          
             interests and income taxes)                                                                 $ .63             $ .61
The Herald, a newspaper with a circulation of approximately 37,000 in
        Monterey, California, was acquired on December 31, 1992 in connection
        with the sale of The Pittsburgh Press.

   (iii) In late 1994 and early 1995 Scripps' three television
         stations that had been Fox affiliates changed their network
         affiliation.  In connection with the change certain program rights 
         were expected to be sold at an estimated loss of $7,900,000. Two of the
         stations are constructing new buildings to accommodate expanded local
         news programming, and currently owned real estate will be sold at an
         estimated loss of $2,800,000.  These estimated losses were recorded in
         the fourth quarter of 1994, reducing net income $6,600,000, $.09 per
         share.

    (iv)  In the fourth quarter of 1994 Scripps made a special contribution
          to a charitable foundation that reduced pre-tax income by $8,000,000
          and net income by $4,500,000, $.06 per share.

     (v)  In 1992 management changed its estimate of the tax liability for
          prior years, increasing net income $8,400,000, $.11 per share.  In
          1993 management changed its estimate of the tax basis and lives of
          certain intangible assets.  The resulting change in the estimated tax
          liability for prior years increased net income in 1993 by $5,400,000,
          $.07 per share.  In 1994 the Internal Revenue Service proposed
          adjustments related to those intangible assets.  Based upon the
          proposed adjustments management again changed its estimate of the tax
          liability for prior years, decreasing net income in 1994 by
          $5,300,000, $.07 per share.

    (vi)  In 1994 Scripps accrued an estimate of the ultimate costs of
          certain lawsuits associated with Divested Operating Units. The accrual
          reduced net income by $3,600,000, $.05 per share.
(vii)  Other unusual items in 1993 include the following:

          Management changed the estimate of the additional amount of
          copyright fees Scripps would owe when a dispute between the television
          industry and the American Society of Composers, Authors and Publishers
          was resolved.  The adjustment increased operating income $4,300,000
          and net income $2,300,000, $.03 per share.

          Scripps realized a $1,100,000 gain on the sale of certain publishing
          equipment and received a $2,500,000 fee in connection with the sale of
          the Ogden, Utah, Standard Examiner, increasing net income $2,300,000,
          $.03 per share.

          Scripps recorded a $6,300,000 restructuring charge.  The charge
          reduced net income $3,600,000, $.05 per share.

          The federal income tax rate was increased to 35% from 34%.  The effect
          on Scripps' deferred tax liabilities reduced net income $2,300,000,
          $.03 per share.

(viii)    The Pittsburgh Press was not published after May 17, 1992
          due to a strike.  Reported 1992 results include operating losses of
          $32,700,000 and net losses of $20,200,000, $.27 per share, during the
          strike period.  Scripps sold The Pittsburgh Press on December 31, 1992
          (see (ii) above).

  (ix)    In 1992 Scripps reduced the carrying value of certain property
          and investments to estimated realizable value.  The resultant
          $3,500,000 charge reduced net income $2,300,000, $.03 per share.

Operating results, excluding the Divested Operating Units and unusual items
described above, for each of Scripps' business segments are presented on
the following pages. The effects of the foregoing unusual items and the
Divested Operations are excluded from the segment operating results because
management believes they are not relevant to understanding Scripps' ongoing
operations.
NEWSPAPERS - Operating results for the newspaper segment, excluding
Divested Operating Units and unusual items, were as follows:
(in thousands, except newsprint information)        (Unaudited)                                                                     
                                             For the nine months ended                         For the years ended
                                                   September 30,                                   December 31,
                                              1995     Change       1994         1994    Change       1993     Change       1992
Operating revenues:                                                                                                               
     Local                                $   141,270   4.4 %  $   135,328   $   190,147   7.4 %  $   177,028   5.2 %  $   168,286
     Classified                               136,146  11.3 %      122,272       161,835  14.0 %      141,994  16.3 %      122,081
     National                                  12,014   3.1 %       11,653        15,595  30.0 %       11,999  (0.8)%       12,094
     Preprint                                  47,576   8.2 %       43,956        63,103  10.1 %       57,304  13.0 %       50,720
                                                                                                                                  
     Newspaper advertising                    337,006   7.6 %      313,209       430,680  10.9 %      388,325  10.0 %      353,181
     Circulation                               93,192   6.9 %       87,173       116,117   3.3 %      112,393   9.5 %      102,679
     Joint operating agency distributions      31,732  (1.0)%       32,064        44,151  14.2 %       38,647  (3.4)%       40,018
     Other                                      6,408  10.9 %        5,776         8,274  (6.1)%        8,815  (1.7)%        8,971
                                                                                                                                  
Total operating revenues                      468,338   6.9 %      438,222       599,222   9.3 %      548,180   8.6 %      504,849
                                                                                                                                  
Operating expenses:                                                                                                               
     Employee compensation and benefits       164,177   1.3 %      162,064       217,806  (1.1)%      220,176  11.2 %      197,961
     Newsprint and ink                         88,235  33.4 %       66,130        93,815   9.5 %       85,671   9.2 %       78,454
     Other                                     99,917   7.8 %       92,686       132,684   3.4 %      128,272  21.4 %      105,628
     Depreciation and amortization             27,518   3.6 %       26,566        35,158  (5.9)%       37,360   9.5 %       34,126
                                                                                                                                  
Total operating expenses                      379,847   9.3 %      347,446       479,463   1.7 %      471,479  13.3 %      416,169
                                                                                                                                  
Operating income                          $    88,491  (2.5)%  $    90,776   $   119,759  56.1 %  $    76,701 (13.5)%  $    88,680
                                                                                                                                  
Other Financial and Statistical Data:                                                                                             
                                                                                                                                  
Earnings before interest, income taxes,                                                                                           
     depreciation, and amortization       $   116,009  (1.1)%  $   117,342   $   154,917  35.8 %  $   114,061  (7.1)%  $   122,806
     ("EBITDA")
                                                                                                                                  
Percent of operating revenues:                                                                                                    
    Operating income                           18.9 %               20.7 %        20.0 %               14.0 %               17.6 %
    EBITDA                                     24.8 %               26.8 %        25.9 %               20.8 %               24.3 %
                                                                                                                                  
Capital expenditures                      $    14,696  11.2 %  $    13,214   $    21,225 (12.5)%  $    24,250 (67.0)%  $    73,392
                                                                                                                                  
Advertising inches:                                                                                                               
     Local                                      4,883  (1.5)%        4,955         7,180   8.5 %        6,618  (5.7)%        7,016
     Classified                                 8,119   2.9 %        7,893        10,889  11.7 %        9,750  10.6 %        8,817
     National                                     242   3.0 %          235           358  26.5 %          283  (9.0)%          311
                                                                                                                                  
     Total full run ROP                        13,244   1.2 %       13,083        18,427  10.7 %       16,651   3.1 %       16,144
Advertising revenue in the nine months ended September 30, 1995 increased
primarily due to higher advertising rates.  Increased advertising volume
and higher rates led to increases in advertising revenues at all of
Scripps' newspapers in 1994.  Operating revenues and expenses in 1993 were
boosted by the fourth-quarter-1992 acquisition of three California daily
newspapers.

Because the supply of newsprint exceeded demand, its price generally
declined from 1988 through August 1992.  Since the first quarter of 1994
prices have increased sharply.  Newsprint consumption decreased 4% in the
first nine months of 1995, however the average price of newsprint increased
40% compared to the average price in the first nine months of 1994.

Depreciation expense for 1992 includes a charge of $5,500,000 to reduce the
book value of certain equipment to estimated net realizable value.

Capital expenditures in 1992 included construction of the new production
facility in Denver.
BROADCAST TELEVISION - Operating results for the broadcast television
segment, excluding Divested Operating Units and unusual items, were as
follows:
( in thousands )                                    (Unaudited)                                                                     
                                              For the nine months ended                        For the years ended
                                                    September 30,                                  December 31,
                                              1995    Change       1994           1994   Change        1993   Change        1992
Operating revenues:                                                                                                               
     Local                                $   108,199   4.9 %  $   103,124   $   142,491   9.1 %  $   130,603   8.7 %  $   120,148
     National                                  91,090   3.8 %       87,768       122,668   7.1 %      114,558   4.9 %      109,204
     Political                                    758                5,121        14,291                1,344                8,836
     Other                                     11,664  81.3 %        6,432         8,734   3.5 %        8,439  (6.6)%        9,037
                                                                                                                                  
Total operating revenues                      211,711   4.6 %      202,445       288,184  13.0 %      254,944   3.1 %      247,225
                                                                                                                                  
Operating expenses:                                                                                                               
     Employee compensation and benefits        66,666  21.2 %       55,015        76,535   9.0 %       70,213   5.1 %       66,814
     Program rights                            31,488 (16.3)%       37,603        48,759  (9.1)%       53,621  (7.5)%       57,992
     Other                                     36,847  15.0 %       32,033        47,061  13.0 %       41,633   2.0 %       40,815
     Depreciation and amortization             19,255  25.5 %       15,339        21,289   4.3 %       20,406   2.2 %       19,975
                                                                                                                                  
Total operating expenses                      154,256  10.2 %      139,990       193,644   4.2 %      185,873   0.1 %      185,596
                                                                                                                                  
Operating income                          $    57,455  (8.0)%  $    62,455   $    94,540  36.9 %  $    69,071  12.1 %  $    61,629
                                                                                                                                  
Other Financial and Statistical Data:                                                                                             
                                                                                                                                  
Earnings before interest, income taxes,                                                                                           
     depreciation, and amortization       $    76,710  (1.4)%  $    77,794   $   115,829  29.5 %  $    89,477   9.6 %  $    81,604
     ("EBITDA")
                                                                                                                                  
Percent of operating revenues:                                                                                                    
    Operating income                           27.1 %               30.9 %        32.8 %               27.1 %               24.9 %
    EBITDA                                     36.2 %               38.4 %        40.2 %               35.1 %               33.0 %
                                                                                                                                  
Capital expenditures                      $    15,042  16.2 %  $    12,940   $    23,532 154.9 %  $     9,234  32.9 %  $     6,948
In 1995 Scripps' Cincinnati station signed an agreement to change to ABC
from CBS.  In 1994 Scripps negotiated 10-year affiliation agreements with
ABC to replace Fox affiliations at its Phoenix and Tampa stations and
changed its Kansas City station's affiliation from Fox to NBC.  Also in
1994, Scripps signed an agreement to change its Baltimore station's
affiliation to ABC from NBC in January 1995 and to extend the ABC
affiliation agreements at the Cleveland and Detroit television stations.

Increased demand for advertising time led to increased EBITDA at all the
television stations in 1994.  Demand for local and national advertising
moderated at Scripps' television stations in the first nine months of 1995.
Revenue in the fourth quarter of 1995 is expected to decrease versus the
fourth quarter of 1994 as the 1994 period included substantial political
advertising.

The increase in other revenue in the 1995 nine month period is primarily
due to the new and extended affiliation agreements with ABC.  The increase
in employee costs, other operating expenses, depreciation and amortization,
and capital expenditures in 1994 and in the first nine months of 1995 is
due primarily to Scripps' expanded schedules of local news programs at the
former Fox affiliates.  The decrease in program rights expense is due to
the availability of more network programming at the former Fox affiliates.

Program rights decreased in 1994 because the Baltimore station no longer
carried Orioles baseball games.  Program rights decreased in 1993 as
several syndicated programs previously aired by Scripps' stations were
replaced with less-costly programs.

Depreciation and amortization in the 1995 nine month period also increased
as a result of the acquisition of the remaining minority interest in SHB.
ENTERTAINMENT - Operating results for the entertainment segment, excluding
unusual items, were as follows:
( in thousands )                                    (Unaudited)                                                                     
                                              For the nine months ended                        For the years ended 
                                                    September 30,                                   December 31,
                                              1995     Change       1994         1994    Change       1993     Change       1992
Operating revenues:                                                                                                               
     Licensing                            $    38,682   1.7 %  $    38,054   $    49,236 (10.6)%  $    55,083  (3.6)%  $    57,136
     Syndication of comics and features        13,613   0.5 %       13,545        17,998  (4.3)%       18,814  (1.0)%       19,013
     Film and television production             8,921 101.7 %        4,422         5,725 (46.8)%       10,757  (2.7)%       11,060
     Other                                      7,748                  322           514                   87                     
                                                                                                                                  
Total operating revenues                       68,964  22.4 %       56,343        73,473 (13.3)%       84,741  (2.8)%       87,209
                                                                                                                                  
Operating expenses:                                                                                                               
     Employee compensation and benefits        14,603  47.2 %        9,920        14,040   1.4 %       13,849   1.4 %       13,656
     Artists' royalties                        26,663   1.1 %       26,360        34,668  (5.3)%       36,592  (2.0)%       37,346
     Production costs                          10,662                2,712         3,408 (57.4)%        7,993  (3.3)%        8,267
     Other                                     22,716  35.1 %       16,808        26,701  20.5 %       22,151  14.2 %       19,396
     Depreciation and amortization              2,225  71.8 %        1,295         1,739  89.6 %          917   9.7 %          836
                                                                                                                                  
Total operating expenses                       76,869  34.6 %       57,095        80,556  (1.2)%       81,502   2.5 %       79,501
                                                                                                                                  
Operating income (loss)                   $   (7,905)          $     (752)   $   (7,083)          $     3,239 (58.0)%  $     7,708
                                                                                                                                  
Other Financial and Statistical Data:                                                                                             
                                                                                                                                  
Earnings before interest,                                                                                                         
      income taxes, depreciation,                                                                                                 
      and amortization ("EBITDA")         $   (5,680)          $       543   $   (5,344)          $     4,156 (51.4)%  $     8,544
                                                                                                                                  
Percent of operating revenues:                                                                                                    
    Operating income (loss)                   (11.5)%               (1.3)%        (9.6)%                3.8 %                8.8 %
    EBITDA                                     (8.2)%                1.0 %        (7.3)%                4.9 %                9.8 %
                                                                                                                                  
Capital expenditures                      $     9,549          $     2,581   $     7,989          $       981          $       297
HGTV, a 24-hour cable television network, was launched on December 30,
1994.  Scripps expects to invest an additional $45,000,000 in HGTV in the
next three years, including capital expenditures and pre-tax operating
losses.  Operating losses for HGTV for the nine-months ended 1995 and 1994
totaled $10,500,000 and $3,500,000.  Operating losses for HGTV amounted to
$7,700,000 for the year ended December 31, 1994.

Scripps acquired Cinetel Productions in Knoxville, Tennessee, on March 31,
1994.  Cinetel is one of the largest independent producers of programs for
cable television.  Cinetel's results of operations are included in the
Entertainment segment from the date of acquisition.  SHP began operations
in 1993 and began selling programs in 1995.

In 1994 Scripps completed the sale of its Garfield and U.S. Acres
copyrights, resulting in the decrease in licensing and syndication
revenues.  Film and television revenues prior to 1994 primarily relate to
Garfield.

Excluding Garfield, domestic licensing revenues increased 12% in the 1995
nine month period and 7.6% for the full year of 1994.  Foreign licensing
revenues increased 21% in 1995 and were flat in 1994.  In Japan, which
accounts for approximately 70% of foreign licensing revenue and 47% of
total licensing revenue, revenues in local currency decreased 6% in 1995,
8% in 1994 and 12% in 1993.  The change in the exchange rate for the
Japanese yen increased licensing revenues $1,900,000 in 1995, $1,600,000 in
1994 and $2,700,000 in 1993.

Capital expenditures in 1995 and 1994 primarily relate to the launch of
HGTV.
LIQUIDITY AND CAPITAL RESOURCES

Cash flow provided by continuing operating activities for the nine months
ended September 30 was $57,800,000 in 1995 compared to $105,200,000 in
1994.  Payment of income taxes related to the settlement with the Internal
Revenue Service of the audits of the 1985 through 1987 federal income tax
returns caused the decrease.  For the full year of 1994 cash flow from
operating activities for continuing operations was  $170,200,000 compared
to $142,000,000 in 1993.

Scripps expects to finance its capital requirements and investments in HGTV
primarily through cash flow from operations.
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders,
The E.W. Scripps Company:

We have audited the accompanying consolidated balance sheets of The E.W.
Scripps Company and subsidiary companies as of December 31, 1994 and 1993,
and the related consolidated statements of income, stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1994.  Our audits also included the financial statement schedule listed in 
the Index at Item E-1.  These financial statements and financial statement
schedule are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on the financial statements and
financial statement schedule 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, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 1994
and 1993, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1994 in conformity with 
generally accepted accounting principles.  Also, in our opinion, such 
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all 
material respects the information set forth therein.     

As discussed in Note 1 to the consolidated financial statements, as of
December 31, 1993 the Company changed its method of accounting for certain
investments to conform with Statement of Financial Accounting Standards No.
115.

As discussed in Note 1 to the consolidated financial statements, in 1992
the Company changed its method of accounting for postretirement benefits
other than pensions to conform with Statement of Financial Accounting
Standards No. 106.

DELOITTE & TOUCHE LLP
Cincinnati, Ohio
January 23, 1995 (December 27, 1995 as to Notes 1 and 12)
THE E.W. SCRIPPS COMPANY                                                                                                      
CONSOLIDATED BALANCE SHEETS
( in thousands )                                                              (Unaudited)                                
                                                                                 As of                        As of      
                                                                             September 30,                 December 31,       
                                                                                  1995                 1994            1993
ASSETS                                                                                                                   
Current Assets:                                                                                                               
     Cash and cash equivalents                                              $      14,579        $      16,609   $      18,606
     Short-term investments                                                        38,000                                     
     Accounts and notes receivable (less allowances - $4,022, $4,538,             142,555              146,003         142,821
        and $5,728)
     Program rights and production costs                                           46,199               35,073          42,823
     Refundable income taxes                                                       23,255               25,214                
     Inventories                                                                   16,476               11,768           9,369
     Deferred income taxes                                                         18,350               16,606          13,201
     Net assets of discontinued operations                                        305,760                                     
     Miscellaneous                                                                 20,796               16,821          15,685
     Total current assets                                                         625,970              268,094         242,505
                                                                                                                              
Net assets of discontinued operations                                                                  322,737         329,899
                                                                                                                              
Investments                                                                        52,108               34,879          79,765
                                                                                                                              
Property, Plant, and Equipment                                                    424,493              419,534         412,220
                                                                                                                              
Goodwill and Other Intangible Assets                                              500,704              514,396         467,694
                                                                                                                              
Other Assets:                                                                                                                 
     Program rights and production costs (less current portion)                    55,577               38,779          43,257
     Miscellaneous                                                                  9,551               11,005           9,656
     Total other assets                                                            65,128               49,784          52,913
                                                                                                                              
TOTAL ASSETS                                                                $   1,668,403        $   1,609,424   $   1,584,996
                                                                                                                              
See notes to consolidated financial statements.
THE E.W. SCRIPPS COMPANY                                                                                                      
CONSOLIDATED BALANCE SHEETS
( in thousands, except share data )                                           (Unaudited)                                
                                                                                 As of                       As of      
                                                                               September 30,               December 31,       
                                                                                  1995                 1994            1993
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                          
Current Liabilities:                                                                                                          
    Current portion of long-term debt                                       $      47,043                      $        96,383
    Accounts payable                                                               80,868        $     123,120          71,624
    Customer deposits and unearned revenue                                         20,847               20,757          16,475
    Accrued liabilities:                                                                                                      
        Employee compensation and benefits                                         29,924               31,372          31,362
        Artist and author royalties                                                 9,277                8,177          10,985
        Interest                                                                    2,297                1,999           2,834
        Income taxes                                                                2,345                2,507           7,763
        Miscellaneous                                                              39,617               43,437          33,460
    Total current liabilities                                                     232,218              231,369         270,886
                                                                                                                              
Deferred Income Taxes                                                              78,806               67,876         106,107
                                                                                                                              
Long-Term Debt (less current portion)                                              63,461              110,431         151,535

                                                                                                                              
Other Long-Term Obligations and Minority Interests                                132,871              116,280         196,833
                                                                                                                              
Stockholders' Equity:                                                                                                         
    Preferred stock, $.01 par - authorized:  25,000,000 shares; none                                                          
        outstanding
    Common stock, $.01 par:                                                                                                   
        Class A - authorized:  120,000,000 shares;  issued and                                                                
          outstanding:  1995 -
          60,028,980 shares; 1994 - 59,671,242 shares; and 1993 -                                                   
          54,586,495 shares                                                           600                  597             546
        Voting - authorized:  30,000,000 shares; issued and                                                                   
          outstanding:  1995 - 19,990,833 shares; 1994 and 1993 -                                                    
          20,174,833 shares                                                           200                  202             202
    Total                                                                             800                  799             748
    Additional paid-in capital                                                    252,655              248,098          97,945
    Retained earnings                                                             886,515              823,204         733,978
    Unrealized gains on securities available for sale                              21,997               12,518          27,381
    Unvested restricted stock awards                                              (1,823)              (2,036)         (1,009)
    Foreign currency translation adjustment                                           903                  885             592
    Total stockholders' equity                                                  1,161,047            1,083,468         859,635
                                                                                                                              
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $   1,668,403        $   1,609,424   $   1,584,996
                                                                                                                              
See notes to consolidated financial statements.
THE E.W. SCRIPPS COMPANY                                                                                                        
CONSOLIDATED STATEMENTS OF INCOME
( in thousands, except per share data )                                  (Unaudited)  
                                                                   For the nine months ended            For the years ended
                                                                       September 30,                        December 31,  
                                                                    1995          1994          1994          1993       1992
Operating Revenues:                                                                                                             
    Advertising                                                 $   337,234  $   315,301    $   433,551  $   401,247 $   432,799
    Circulation                                                      93,242       87,598        116,684      116,413     123,375
    Other newspaper revenue                                          38,156       38,048         52,703       50,394      52,513
    Total newspapers                                                468,632      440,947        602,938      568,054     608,687
    Broadcasting                                                    211,711      202,445        288,184      284,294     277,287
    Entertainment                                                    68,964       56,343         73,473       84,741      87,209
    Other                                                                                                      8,126      44,172
    Total operating revenues                                        749,307      699,735        964,595      945,215   1,017,355
                                                                                                                                
Operating Expenses:                                                                                                             
    Employee compensation and benefits                              252,914      234,488        318,629      336,609     378,758
    Newsprint and ink                                                88,260       66,374         94,160       89,062      90,044
    Program rights and production costs                              42,150       40,315         60,082       63,731      68,367
    Other operating expenses                                        191,222      173,563        249,178      253,002     287,353
    Depreciation                                                     34,477       29,823         40,040       41,089      44,172
    Amortization of intangible assets                                15,155       13,911         18,896       19,760      20,177
    Total operating expenses                                        624,178      558,474        780,985      803,253     888,871
                                                                                                                                
Operating Income                                                    125,129      141,261        183,610      141,962     128,484
                                                                                                                                
Other Credits (Charges):                                                                                                        
    Interest expense                                                (8,623)     (12,934)       (16,274)     (26,397)    (33,792)
    Net gains and unusual items                                                   31,621         14,651       94,374      74,483
    Miscellaneous, net                                                2,603        (387)          (917)      (2,413)     (3,583)
    Net other credits (charges)                                     (6,020)       18,300        (2,540)       65,564      37,108
                                                                                                                                
Income from Continuing Operations                                                                                               
    Before Taxes and Minority Interests                             119,109      159,561        181,070      207,526     165,592
Provision for Income Taxes                                           52,285       67,597         80,441       86,387      65,145
                                                                                                                                
Income from Continuing Operations                                                                                               
    Before Minority Interests                                        66,824       91,964        100,629      121,139     100,447
Minority Interests                                                    2,587        7,068          7,833       16,228       9,087
                                                                                                                                
Income From Continuing Operations                                    64,237       84,896         92,796      104,911      91,360
Income From Discontinued Operations                                  28,650       14,130         29,887       23,775      14,959
Cumulative Effect of Accounting Change - Adoption of                                                                            
    FAS No. 106 (net of deferred income taxes of $15,533)                                                               (22,413)
                                                                                                                                
Net Income                                                      $    92,887  $    99,026    $   122,683  $   128,686 $    83,906
                                                                                                                                
Per Share of Common Stock:                                                                                                      
    Income From Continuing Operations                                  $.80        $1.13          $1.22        $1.41       $1.22
    Income From Discontinued Operations                                 .36          .19            .39          .32         .20
    Cumulative Effect of Accounting Change                                                                                 (.30)
                                                                                                                                
    Net Income                                                        $1.16        $1.32          $1.61        $1.72       $1.12
                                                                                                                                
 Note:  The sum of the income per share amounts may not equal                                                              
        the net income per share amount as each is computed
        independently based on the weighted average shares
        outstanding.
                                                                                                                                
See notes to consolidated financial statements.
THE E.W. SCRIPPS COMPANY                                                                                                        
CONSOLIDATED STATEMENTS OF CASH FLOWS
( in thousands, except share data )                                   Nine months ended 
                                                                       September 30,               Years ended December 31,
                                                                    1995          1994          1994          1993       1992
Cash Flows from Operating Activities:                                                                                           
Income from continuing operations                               $    64,237  $    84,896    $    92,796  $   104,911 $    91,360
Adjustments to reconcile income from continuing operations                                                                      
      to net cash flows from continuing operating activities:                                                                   
      Depreciation and amortization                                  49,632       43,734         58,936       60,849      64,349
      Deferred income taxes                                           4,462        6,719          2,400       41,174      21,386
      Minority interests in income of subsidiary companies            2,587        7,068          7,833       16,228       9,087
      Net gains and unusual items                                               (31,621)        (1,109)     (91,878)    (77,990)
      Changes in certain working capital accounts, net of                                                                       
         effects from subsidiary companies purchased and sold      (71,099)     (12,232)          9,040          315      11,230
      Miscellaneous, net                                              7,997        6,685            337       10,424       7,583
Net cash provided by continuing operating activities                 57,816      105,249        170,233      142,023     127,005
                                                                                                                                
Income from discontinued operations                                  28,650       14,130         29,887       23,775      14,959
Adjustment to derive cash flows from discontinued operating          53,928       47,717         48,737       59,754      61,156
activities:
Net cash provided by discontinued operating activities               82,578       61,847         78,624       83,529      76,115
                                                                                                                                
Net operating activities                                            140,394      167,096        248,857      225,552     203,120
                                                                                                                                
Cash Flows from Investing Activities:                                                                                           
Additions to property, plant, and equipment                        (40,792)     (29,151)       (53,952)     (36,845)    (86,919)
Purchase of subsidiary companies and investments                   (44,270)     (27,561)       (32,389)     (41,459)    (16,646)
Sale of subsidiary companies, copyrights, and investments             2,729       47,591         47,592      140,538      36,966
Miscellaneous, net                                                    1,621        3,332          3,659        6,398       1,595
Net cash provided by (used in) investing activities of             (80,712)      (5,789)       (35,090)       68,632    (65,004)
continuing operations
Net cash provided by (used in) investing activities of             (29,028)     (29,075)       (40,496)     (64,007)    (61,117)
discontinued cable operations
Net investing activities                                          (109,740)     (34,864)       (75,586)        4,625   (126,121)
                                                                                                                                
Cash Flows from Financing Activities:                                                                                           
Increase in long-term debt                                                                                                50,500
Payments on long-term debt                                             (38)    (111,038)      (137,885)    (194,015)   (100,602)
Dividends paid                                                     (29,576)     (24,679)       (33,457)     (32,847)    (29,841)
Dividends paid to minority interests                                (1,274)      (2,655)        (3,817)      (4,189)     (4,489)
Miscellaneous, net                                                      704        1,284          1,649        1,998       (538)
Net cash provided by (used in) financing activities of                                                          
continuing operations                                              (30,184)    (137,088)      (173,510)    (229,053)    (84,970)
Net cash provided by (used in) financing activities of              (2,500)      (1,045)        (1,758)      (1,494)       (153)
discontinued cable operations
Net financing activities                                           (32,684)    (138,133)      (175,268)    (230,547)    (85,123)
                                                                                                                                
Increase (Decrease) in Cash and Cash Equivalents                    (2,030)      (5,901)        (1,997)        (370)     (8,124)
                                                                                                                                
Cash and Cash Equivalents:                                                                                                      
Beginning of year                                                    16,609       18,606         18,606       18,976      27,100
                                                                                                                                
End of period                                                   $    14,579  $    12,705    $    16,609  $    18,606 $    18,976
                                                                                                                                
                                                                                                                                
Supplemental Cash Flow Disclosures:                                                                                             
   Acquisition of remaining minority interest in Scripps                                                                        
         Howard Broadcasting
         Company in exchange for 4,952,659 shares of Class A                 $   146,724    $   146,724                         
         Common stock
   Interest paid, excluding amounts capitalized                 $     8,325       13,586         17,109  $    32,123 $    36,109
   Income taxes paid                                                 51,422       67,580        127,009       44,962      34,940
   Increase in program rights and related liabilities                75,373       32,746         30,685       51,614      48,251
   Received in the sale of The Pittsburgh Press:                                                                                
        Net tangible assets of The Monterey County Herald                                                                 20,375
        Pittsburgh Post-Gazette preferred stock                                                                           14,000
                                                                                                                                
See notes to consolidated financial statements.
THE E.W. SCRIPPS COMPANY                                                                                                         
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
( in thousands, except share data )                                                         Unrealized                           
                                                                                             Gains on    Unvested      Foreign   
                                                                   Additional               Securities   Restricted     Currency  
                                                         Common      Paid-in     Retained    Available     Stock     Translation 
                                                         Stock       Capital     Earnings    for Sale     Awards      Adjustment
As of December 31, 1991                               $      746 $     92,351 $   584,074              $     (851) $         274 
Net income                                                                         83,906                                        
Dividends:  declared and paid - $.40 per share                                   (29,841)                                        
Class A Common shares issued pursuant to                                                                                         
    compensation plans, net:                                                                                                     
    86,164 shares issued, 3,500 shares forfeited,                       2,015                                (373)               
Amortization of restricted stock awards                                                                        708               
Foreign currency translation adjustment                                                                                       95 
                                                                                                                                 
As of December 31, 1992                                      746       94,366     638,139                    (516)           369 
Net income                                                                        128,686                                        
Dividends:  declared and paid - $.44 per share                                   (32,847)                                        
Class A Common shares issued pursuant to                                                                                         
    compensation plans, net:                                                                                                     
    165,775 shares issued, 4,270 shares forfeited,                                                                               
    and 17,071 shares  repurchased                             2        3,054                                (817)               
Tax benefits on compensation plans                                        525                                                    
Amortization of restricted stock awards                                                                        324               
Foreign currency translation adjustment                                                                                      223 
Adoption of FAS No. 115, net of                                                                                                  
    deferred income tax of $14,744                                                        $     27,381                           
                                                                                                                                 
As of December 31, 1993                                      748       97,945     733,978       27,381     (1,009)           592 
Net income                                                                        122,683                                        
Dividends:  declared and paid - $.44 per share                                   (33,457)                                        
Acquisition of minority interest in Scripps Howard                                                                               
    Broadcasting Company in exchange for                                                                                         
    4,952,659 shares of Class A Common stock                  49      146,675                                                    
Class A Common shares issued pursuant to                                                                                         
    compensation plans:                                                                                                          
    140,025 shares issued,  2,810 shares forfeited,                                                                              
    and 5,127 shares repurchased                               2        3,226                              (1,527)               
Tax benefits on compensation plans                                        252                                                    
Amortization of restricted stock awards                                                                        500               
Foreign currency translation adjustment                                                                                      293 
Increase (decrease) in unrealized gains                                                                                          
    on securities available for sale, net                                                                                        
    of deferred income tax of $7,992                                                          (14,863)                           
                                                                                                                                 
As of December 31, 1994                                      799      248,098     823,204       12,518     (2,036)           885 
Net income                                                                         92,887                                        
Dividends:  declared and paid - $.37 per share                                   (29,576)                                        
Conversion of 184,000 Voting common shares                                                                                       
    to 184,000 Class A common shares                                                                                             
Class A Common shares issued pursuant to                                                                                         
    compensation plans:                                                                                                          
    191,750 shares issued,  1,250 shares forfeited,                                                                              
    and 16,762 shares repurchased                              1        3,950                                (538)               
Tax benefits on compensation plans                                        607                                                    
Amortization of restricted stock awards                                                                        751               
Foreign currency translation adjustment                                                                                       18 
Increase (decrease) in unrealized gains                                                                                          
    on securities available for sale, net                                                                                        
    of deferred income tax of $5,104                                                             9,479                           
                                                                                                                                 
As of September 30, 1995                              $      800 $    252,655 $   886,515 $     21,997 $   (1,823) $         903 
                                                                                                                                 
See notes to consolidated financial statements.
THE E.W. SCRIPPS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Proposed Transaction - On October 28, 1995 The E.W. Scripps Company
("Scripps") and Comcast Corporation ("Comcast") reached an agreement
pursuant to which Scripps will contribute all of its non-cable television
assets to Scripps Howard, Inc. ("SHI" - a wholly-owned subsidiary of
Scripps and the direct or indirect parent of all of Scripps' operations)
and SHI's cable television system subsidiaries ("Scripps Cable") will be
transferred to and held directly by Scripps.  Scripps Cable will then be
acquired by Comcast through a tax-free merger (the "Merger") with Scripps.
The remaining SHI business will continue as "New Scripps", which will be
distributed in a tax-free "spin-off" to Scripps shareholders (the "Spin-
Off") and thereafter renamed The E.W. Scripps Company.  The Merger and the
Spin-Off are collectively referred to as the "Transactions."  Upon
completion of the Transactions the separate existence of Scripps will
cease.  Scripps' historical basis in its assets and liabilities will be
carried over to New Scripps.  The Transaction will be recorded as a reverse-
spin transaction, accordingly New Scripps' results of operations for
periods prior to the consummation of the Transactions will represent the
historical results previously reported by Scripps.

The closing date of the Transactions is expected to be in the latter part
of 1996 subject to regulatory approvals and certain other conditions.
Controlling shareholders in Scripps and Comcast have agreed to vote in
favor of the Merger.

Because Scripps Cable represents an entire business segment that will be
divested, its results are reported as "discontinued operations" for all
periods presented.  See Note 12.  Results of the remaining business
segments, including results for divested operating units within these
segments through their dates of sale, are reported as "continuing
operations."

Nature of Operations - Scripps publishes daily newspapers in fifteen
markets, operates local television stations in nine markets, and its
entertainment division primarily produces television programming and
licenses comic characters.  The relative importance of each line of
business is indicated in the Segment Information presented in Note 9.

The newspaper and television operations are diversified geographically and
Scripps has a diverse customer base.  More than 70% of Scripps' operating
revenues are derived from advertising, and as a result operating results
can be affected by changes in the demand for advertising nationally and in
Scripps' local markets.

Scripps grants credit to substantially all of its customers.  Management
believes bad debt losses resulting from default by a single customer, or
defaults by customers in any depressed region or business sector, would not
have a material effect on Scripps' financial position.

Unaudited Interim Financial Statements - The combined financial statements
as of September 30, 1995 and for the nine months ended September 30, 1995
and 1994 are unaudited.  In management's opinion the interim financial
statements include all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of the financial position
and results of operations and cash flows for these periods.

The results for the interim periods are not necessarily indicative of the
results that may be expected for the full year.

Use of Estimates - Preparation of the financial statements requires the use
of estimates.  Scripps' financial statements include estimates for such
items as income taxes payable and self-insured risks.  Self-insured risks
are primarily employee medical costs and disability income, workers'
compensation, and general liability.  The recorded liability for self-
insured risks is not discounted.   Management does not believe it is likely
that its estimates for such items will change materially in the near term.

Consolidation - The consolidated financial statements include the accounts
of Scripps and its majority-owned subsidiary companies.

Program Rights and Production Costs - Program rights are recorded at the
time such programs become available for broadcast. Amortization is computed
using the straight-line method based on the license period or based on
usage, whichever yields the greater accumulated amortization for each
program.  The liability for program rights is not discounted for imputed
interest.

Production costs represent costs incurred in the production of programming
for distribution.  Amortization of capitalized costs is based on the
percentage of current period revenues to anticipated total revenues for
each program.
Program and production costs are stated at the lower of unamortized cost or
fair value.  The portion of the unamortized balance expected to be
amortized within one year is classified as a current asset.

Estimated fair values (which are based on current rates available to
Scripps for debt of the same remaining maturity) and the carrying amounts
of Scripps' program rights liabilities were as follows:
( in thousands )                                                              (Unaudited)                                     
                                                                                 As of                        As of            
                                                                               September 30,               December 31,            
                                                                                  1995                 1994            1993
Liabilities for programs available for broadcast:                                                                             
     Carrying amount                                                        $      78,700        $      48,300   $      64,300
     Fair value                                                                    70,000               42,800          58,700
Goodwill and Other Intangible Assets - Goodwill and other intangible assets
are stated at the lower of unamortized cost or fair value.  Fair value is
estimated based upon estimated future net cash flows.  An impairment loss
is recognized when the unamortized cost of the asset exceeds the
undiscounted estimated future net cash flows.  Goodwill represents the cost
of acquisitions in excess of tangible assets and identifiable intangible
assets received.  Non-competition agreements are amortized on a straight-
line basis over the terms of the agreements.  Goodwill acquired after
October 1970, customer lists, and other intangible assets are amortized on
a straight-line basis over periods of up to 40 years.  Goodwill acquired
before November 1970 ($6,600,000) is not amortized.

The Financial Accounting Standards Board ("FASB") issued Financial
Accounting Standard ("FAS") No. 121 - Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of in March 1995.
The standard requires that long-lived assets and certain identifiable
intangible assets to be reviewed for impairment and that long-lived assets
to be disposed of be reported at the lower of carrying amount or fair value
less costs to sell.  The standard, which Scripps is required to adopt in
1996, will not have any impact on Scripps' results of operations or
financial position.

Property, Plant, and Equipment - Depreciation is computed using the
straight-line method over estimated useful lives as follows:
  
  Buildings and improvements                            35 years
  Newspaper presses                                     20 years
  Other newspaper production equipment                  5 to 10 years
  Television transmitting towers                        15 years
  Other television and program production equipment     5 to 15 years
  Office and other equipment                            5 to 10 years
  
Interest costs related to major capital projects are capitalized and
classified as property, plant, and equipment.

Income Taxes - Deferred income taxes are provided for temporary differences
between the tax basis and reported amounts of assets and liabilities that
will result in taxable or deductible amounts in future years.  Scripps'
temporary differences primarily result from accelerated depreciation and
amortization for tax purposes and accrued expenses not deductible for tax
purposes until paid.  Also, Scripps received a tax certificate from the
Federal Communications Commission upon the 1993 sale of the Memphis
television and radio stations, enabling Scripps to defer payment of income
taxes on the $60,500,000 tax-basis gain for a minimum of two years.

Investments - Scripps adopted Statement of Financial Accounting Standards
("FAS") No. 115 - Accounting for Certain Investments in Debt and Equity
Securities on December 31, 1993.

Investments in 20%- to 50%-owned companies and in all joint ventures are
accounted for under the equity method.  Investments in other debt and
equity securities are classified as available for sale and are carried at
fair value.  Fair value is determined by reference to quoted market prices
for those or similar securities.  Unrealized gains or losses on those
securities are recognized as a separate component of stockholders' equity.
The cost of securities sold is determined by specific identification.
Newspaper Joint Operating Agencies - Scripps is currently a party to
newspaper joint operating agencies ("JOAs") in five markets.  A JOA
combines all but the editorial operations of two competing newspapers in a
market.  In each JOA the managing party distributes a portion of JOA
profits to the other party.  Scripps manages the JOA in Evansville.  The
JOAs in Albuquerque, Birmingham, Cincinnati, and El Paso are managed by the
other parties to the JOAs.  Scripps managed the JOA in Pittsburgh prior to
the sale of The Pittsburgh Press.

Scripps includes the full amount of company-managed JOA assets and
liabilities, and revenues earned and expenses incurred in the operation of
the JOA, in the consolidated financial statements.  Distributions of JOA
operating profits to the non-managing party are included in other operating
expenses in the Consolidated Statements of Income.

For JOAs managed by the other party, Scripps includes distributions of JOA
operating profits in operating revenues in the Consolidated Statements of
Income.  Scripps does not include any assets or liabilities of JOAs managed
by other parties in its Consolidated Balance Sheets as Scripps has no
residual interest in the net assets of the JOAs.

Inventories - Inventories are stated at the lower of cost or market.  The
cost of newsprint included in inventory is computed using the last in,
first out ("LIFO") method.  At December 31 newsprint inventories were
approximately 65% of total inventories in 1994 and 62% in 1993.  The cost
of other inventories is computed using the first in, first out ("FIFO")
method.  Inventories would have been $1,200,000 and $200,000 higher at
December 31, 1994 and 1993 if FIFO (which approximates current cost) had
been used to compute the cost of newsprint.

Postemployment Benefits - Scripps adopted FAS No. 106 - Employers'
Accounting for Postretirement Benefits Other Than Pensions in 1992.
Postretirement benefits are recognized during the years that employees
render service.  Other postemployment benefits, such as disability-related
benefits and severance, are recognized when the benefits become payable.

Stock-Based Compensation - The FASB issued FAS No. 123 - Accounting for
Stock-Based Compensation in October 1995.  The standard defines a fair
value based method of accounting for stock-based compensation, but permits
compensation expense to continue to be measured using the intrinsic value
based method previously used.  Scripps intends to continue measuring
compensation expense using the intrinsic value based method and under the
provisions of the standard, which must be adopted in 1996, will be required
to make pro forma disclosures of net income and earnings per share as if
the fair value method had been used.  Pro forma net income and earnings per
share for the nine months ended September 30, 1995 have not been
quantified.

Cash and Cash Equivalents - Cash and cash equivalents represent cash on
hand, bank deposits, and highly liquid debt instruments with an original
maturity of up to three months.  Cash equivalents are stated at cost plus
accrued interest, which approximates fair value.

Short-term Investments - Short-term investments represent excess cash
invested in securities not meeting the criteria to be classified as cash
equivalents.  Short-term investments primarily consist of preferred stocks,
and are carried at cost plus accrued dividends, which approximates fair
value.

Net Income Per Share - Net income per share computations are based upon the
weighted average common shares outstanding.  Common stock equivalents in
the form of stock options are excluded from the computations as they have
no material effect on the per share amounts.  Weighted average shares
outstanding were as follows:
( in thousands )                                                         (Unaudited)
                                                                  For the nine months ended              For the years ended
                                                                         September 30,                    December 31,
                                                                    1995          1994          1994          1993       1992
Weighted average shares outstanding                                  79,930       75,059         76,246       74,650      74,602
2.   ACQUISITIONS AND DIVESTITURES

Acquisitions

1994 - Scripps acquired the remaining 13.9% minority interest in Scripps
Howard Broadcasting Company in exchange for 4,952,659 shares of Class A
Common stock.  Scripps acquired Cinetel Productions (an independent
producer of programs for cable television).

1993 - Scripps acquired the remaining 2.7% minority interest in the
Knoxville News-Sentinel for $2,800,000.  Scripps purchased 5.7% of the
outstanding shares of Scripps Howard Broadcasting Company for $28,900,000.

1992 - Scripps purchased three daily newspapers in California (including
The Herald in connection with the sale of The Pittsburgh Press - see
Note 2B).

The following table presents additional information about the acquisitions:
( in thousands )                                                                                                           
                                                                         For the nine months          For the years ended
                                                                         ended September 30,                December 31,
                                                                                  1994          1994          1993       1992
Goodwill and other intangible assets acquired                                $   105,545    $   108,690  $    19,486 $     7,401
Other assets acquired                                                             14,596         14,596                    7,177
Reduction in minority interests                                                   45,468         45,958       12,287            
Previous interest in acquired newspaper                                                                                  (3,936)
Class A Common stock issued                                                    (146,724)      (146,724)                         
Liabilities assumed and notes issued                                               (899)          (899)                    (603)
                                                                                                                                
Cash paid                                                                         17,986         21,621       31,773      10,039
Net assets of The Herald:                                                                                                       
     Tangible assets                                                                                                      21,602
     Liabilities assumed                                                                                                 (1,227)
                                                                                                                                
Total acquisitions                                                           $    17,986    $    21,621  $    31,773 $    30,414
The acquisitions have been accounted for as purchases.  The acquired
operations have been included in the Consolidated Statements of Income from
the dates of acquisition.  Pro forma results are not presented because the
combined results of operations would not be significantly different from
the reported amounts.
Divestitures

Scripps divested the following operating units:

1995 - Newspaper in Watsonville, California.

1993 - Book publishing; newspapers in Tulare, California, and San Juan;
Memphis television station; radio stations.

1992 - The Pittsburgh Press; TV Data; certain other investments.

The following table presents additional information about the divestitures:
( in thousands, except per share data )                                                                                         
                                                        For the nine months ended                          For the years ended
                                                                 September 30,                                 December 31,
                                                                    1995                                      1993       1992
Cash received                                                   $     2,711                              $   140,509 $    36,919
Notes and preferred stock                                                                                                 14,150
Net assets of The Herald:                                                                                                       
     Tangible assets                                                                                                      21,602
     Liabilities assumed                                                                                                 (1,227)
                                                                                                                                
Total proceeds                                                        2,711                                  140,509      71,444
Net assets (liabilities) disposed                                     2,711                                   48,635     (6,539)
                                                                                                                                
Net gains recognized (before minority                                                                                           
     interests and income taxes)                                $         0                              $    91,874 $    77,983
                                                                                                                                
Net gains recognized (after minority                                                                                            
     interests and income taxes)                                                                         $    46,800 $    45,600
                                                                                                                                
Net gains recognized per share (after minority                                                                                  
     interests and income taxes)                                                                               $ .63       $ .61
Included in net assets (liabilities) disposed in 1992 are pension and other
postretirement benefit obligations totaling $36,500,000.

Included in the consolidated financial statements are the following results
of divested operating units (excluding gains on sales):
( in thousands )                                                                                                                
                                                                For the nine months ended              For the years ended
                                                                       September 30,                        December 31,
                                                                    1995          1994          1994          1993       1992
Operating revenues                                              $       300  $     2,700    $     3,700  $    57,400 $   178,100
Operating income (loss)                                               (100)        (100)          (200)        7,500    (14,600)
3.  UNUSUAL CREDITS AND CHARGES
  
1994 - Scripps sold its worldwide Garfield and U.S. Acres copyrights.  The
sale resulted in a pre-tax gain of $31,600,000, $17,400,000 after tax, $.23
per share.

Scripps' three television stations that had been Fox affiliates changed
their network affiliation.  In connection with the change certain program
rights were expected to be sold at an estimated loss of $7,900,000.  Two of
the stations are constructing new buildings to accommodate expanded local
news staffs, and currently owned real estate will be sold at an estimated
loss of $2,800,000.  These estimated losses were recorded in 1994, reducing
net income $6,600,000, $.09 per share.

Scripps made a special contribution of 589,165 shares of Turner
Broadcasting Class B common stock to a charitable foundation.  The
contribution reduced pre-tax income by $8,000,000 and net income by
$4,500,000, $.06 per share.

Management changed its estimate of the tax liability for prior years as a
result of an audit by the Internal Revenue Service ("IRS").  The adjustment
decreased net income by $5,300,000, $.07 per share (see Note 4).

Scripps accrued an estimate of the ultimate costs of certain lawsuits
associated with divested operating units.  The accrual reduced net income
by $3,600,000, $.05 per share.

1993 - Operating results include net pre-tax gains of $91,900,000,
$46,800,000 after-tax, $.63 per share (see Note 2).

Management changed the estimate of the additional amount of music license
fees Scripps would owe when a dispute between the television industry and
the American Society of Composers, Authors and Publishers ("ASCAP") was
resolved.  The adjustment increased operating income $4,300,000 and net
income $2,300,000, $.03 per share.

Scripps realized a $1,100,000 gain on sale of certain publishing equipment
and received a $2,500,000 fee in connection with the sale of the Ogden,
Utah, Standard Examiner, increasing net income $2,300,000, $.03 per share.

Scripps recorded a $6,300,000 restructuring charge.  The charge reduced net
income $3,600,000, $.05 per share.

Management changed its estimate of the tax liability for prior years (see
Note 4).  The adjustment increased net income $5,400,000, $.07 per share.
The federal income tax rate was increased to 35% from 34%.  The effect on
Scripps' deferred tax liabilities reduced net income $2,300,000, $.03 per
share.

1992 - Operating results include pre-tax gains of $78,000,000, $45,600,000
after-tax, $.61 per share (see Note 2).

The Pittsburgh Press was not published after May 17 due to a strike.
Reported 1992 results include operating losses of $32,700,000 and net
losses of $20,200,000, $.27 per share, during the strike period.

Management changed its estimate of the tax liability for prior years (see
Note 4).  The adjustment increased net income $8,400,000, $.11 per share.

Scripps reduced the carrying value of certain property and investments to
estimated realizable value.  The resultant $3,500,000 charge reduced net
income $2,300,000, $.03 per share.
4.INCOME TAXES
  
In 1995 Scripps reached agreement with the IRS to settle the audits of its
1985 through 1988 tax returns.  There was no effect on net income as a
result of the settlement.  The IRS is currently examining Scripps'
consolidated income tax returns for the years 1988 through 1991.  Pursuant
to the terms of the Merger New Scripps will indemnify Comcast, on an after-
tax basis, against all tax liabilities of Scripps attributable to periods
prior to completion of the Merger.

In 1992 management changed its estimate of the tax liability for prior
years, increasing net income $8,400,000, $.11 per share.  In 1993
management changed its estimate of the tax basis and lives of certain
intangible assets.  The resulting change in the estimated tax liability for
prior years increased net income $5,400,000, $.07 per share.  In 1994 the
IRS proposed adjustments related to those intangible assets.  Based upon
the proposed adjustments management again changed its estimate of the tax
liabilities for prior years, decreasing net income in 1994 $5,300,000, $.07
per share.

Management believes that adequate provision for income taxes has been made
for all open years.

The approximate effects of the temporary differences giving rise to
Scripps' deferred income tax liabilities (assets) are as follows:
( in thousands )                                                              (Unaudited)                     As of           
                                                                             September 30,                 December 31,            
                                                                                  1995                 1994            1993
Accelerated depreciation and amortization                                   $      71,393        $      60,087   $      90,314
Deferred gain on sale of Memphis television and radio stations                     23,599               23,599          23,126
Investments                                                                        10,031                4,927          12,900
Accrued expenses not deductible until paid                                       (24,785)             (27,745)        (20,625)
Deferred compensation and retiree benefits                                       (11,830)             (12,470)        (10,380)
Other temporary differences, net                                                  (4,671)                6,008           1,167
                                                                                                                              
Total                                                                              63,737               54,406          96,502
State net operating loss carryforwards                                            (8,773)              (7,922)         (7,258)
Foreign tax credits and other carryforwards                                                                            (1,371)
Valuation allowance for state deferred tax assets and foreign tax credits           5,492                4,786           5,033
                                                                                                                              
Net deferred tax liability                                                  $      60,456        $      51,270   $      92,906
Scripps' state net operating loss carryforwards expire from 2000 through
2019.
The provision for income taxes consists of the following:
( in thousands )                                                        (Unaudited)
                                                                For the nine months ended           For the years ended
                                                                       September 30,                     December 31,
                                                                    1995          1994          1994          1993       1992
Current:                                                                                                                        
     Federal                                                    $    37,093  $    45,283    $    61,026  $    33,114 $    33,287
     State and local                                                  6,343       12,008         12,351        7,829       6,455
     Foreign                                                          3,780        3,389          4,412        3,745       4,017
                                                                                                                                
Total current                                                        47,216       60,680         77,789       44,688      43,759
                                                                                                                                
Deferred:                                                                                                                       
     Federal                                                          8,555         (27)        (6,787)       51,813      14,128
     Other                                                            1,011        1,805          1,195        4,105       7,258
                                                                                                                                
Total deferred                                                        9,566        1,778        (5,592)       55,918      21,386
                                                                                                                                
Total income taxes                                                   56,782       62,458         72,197      100,606      65,145
Income taxes allocated to stockholders' equity                      (4,497)        5,139          8,244     (14,219)            
                                                                                                                                
Provision for income taxes                                      $    52,285  $    67,597    $    80,441  $    86,387 $    65,145
The difference between the statutory rate for federal income tax and the
effective income tax rate is summarized as follows:
(Unaudited) 
                                                                  For the nine months ended           For the years ended           
                                                                         September 30,                     December 31,
                                                                    1995          1994          1994          1993       1992
Statutory rate                                                       35.0 %       35.0 %          35.0 %        35.0 %      34.0 %
Effect of:                                                                                                                      
     State and local income taxes                                       5.1          5.4            4.7          3.7         5.5
     Amortization of goodwill                                           2.6          1.5            2.2          2.4         2.9
     Increase in tax rate to 35% on deferred tax liabilities                                                     1.1            
     Change in estimated tax basis and lives of certain assets                                      2.1        (2.5)       (5.5)
     Difference between foreign and U.S. tax rates,                                                                             
         including foreign tax credits                                  0.1          0.3            0.3          0.4         0.9
     Miscellaneous                                                      1.1          0.2            0.1          1.5         1.5
                                                                                                                                
Effective income tax rate                                            43.9 %       42.4 %          44.4 %        41.6 %      39.3 %
5.LONG-TERM DEBT
  
Long-term debt consisted of the following:
( in thousands )                                                              (Unaudited)                   As of
                                                                             September 30,                December 31,            
                                                                                  1995                 1994            1993
Variable Rate Credit Facilities                                                                                  $      88,000
7.375% notes, due in 1998                                                   $      61,272        $      61,161          99,264
9.0% notes, due in 1996                                                            47,000               47,000          50,000
8.5% notes, payable through 1994                                                                                         8,334
Other notes                                                                         2,232                2,270           2,320
                                                                                                                              
Total long-term debt                                                              110,504              110,431         247,918
Current portion of long-term debt                                                  47,043                               96,383
                                                                                                                              
Long-term debt (less current portion)                                       $      63,461        $     110,431   $     151,535
                                                                                                                              
                                                                                                                              
Fair value of long-term debt *                                              $     113,400        $     109,600   $     260,900
                                                                                                                              
Weighted average interest rate on Variable Rate                                                                               
     Credit Facilities at December 31                                                                                     3.4%
                                                                                                                              
    *  Fair value is estimated based on current rates available to New                                                        
       Scripps for debt of the same remaining maturity.
Scripps has a Competitive Advance/Revolving Credit Agreement ("Variable
Rate Credit Facility") which expires in September 1996 and permits maximum
borrowings up to $50,000,000.  Maximum borrowings under the Variable Rate
Credit Facility are changed as Scripps' anticipated needs change and are
not indicative of Scripps' short-term borrowing capacity.  The Variable
Rate Credit Facility may be extended upon mutual agreement.

Certain long-term debt agreements contain maintenance requirements on net
worth and coverage of interest expense and restrictions on dividends and
incurrence of additional indebtedness.

Pursuant to the terms of the Merger, Scripps will retire or defease its
7.375% notes due in 1998.

Interest costs capitalized were as follows:
( in thousands )                                                        (Unaudited)   
                                                                For the nine months ended            For the years ended 
                                                                      September 30,                       December 31,
                                                                    1995          1994          1994          1993       1992
Capitalized interest costs                                      $       300  $         0    $         0  $       100 $     4,500
6.INVESTMENTS
  
Investments consisted of the following:
( in thousands, except share data )                                           (Unaudited)                    As of           
                                                                               September 30,              December 31,            
                                                                                  1995                 1994            1993
Securities available for sale:                                                                                                
     Short-term investments, primarily preferred stocks                     $      38,000                                     
     Turner Broadcasting Class C preferred stock                                                                              
          (convertible into 1,309,092 shares of Class B common stock)              36,000        $      21,436   $      35,345
     Pittsburgh Post-Gazette preferred stock,                                                                                 
          $25 million face value, 8% cumulative dividend                                                                14,000
     Turner Broadcasting Class B common stock (589,165 shares)                                                          15,907
     Other                                                                          5,766                2,351           3,938
                                                                                                                              
Total securities available for sale                                                79,766               23,787          69,190
Investments accounted for under the equity method                                  10,342               11,092          10,575
                                                                                                                              
Total investments                                                           $      90,108        $      34,879   $      79,765
                                                                                                                              
Unrealized gains on securities available for sale                           $      33,586        $      19,270   $      42,125
7.PROPERTY, PLANT, AND EQUIPMENT AND INTANGIBLE ASSETS
  
Property, plant, and equipment consisted of the following:
( in thousands )                                                                (Unaudited)                 As of           
                                                                               September 30,             December 31,
                                                                                  1995                 1994            1993
Land and improvements                                                       $      39,760        $      40,668   $      43,112
Buildings and improvements                                                        181,153              176,769         175,836
Equipment                                                                         510,281              484,495         452,320
                                                                                                                              
Total                                                                             731,194              701,932         671,268
Accumulated depreciation                                                          306,701              282,398         259,048
                                                                                                                              
Net property, plant, and equipment                                          $     424,493        $     419,534   $     412,220
Goodwill and other intangible assets consisted of the following:
( in thousands )                                                              (Unaudited)                      As of       
                                                                             September 30,                 December 31, 
                                                                                  1995                 1994            1993
Goodwill                                                                    $     440,920        $     439,462   $     382,946
Customer lists                                                                    133,329              133,334         131,708
Licenses and copyrights                                                            28,221               28,221          28,221
Non-competition agreements                                                         18,289               18,689          18,689
Other                                                                              32,247               32,247          24,817
                                                                                                                              
Total                                                                             653,006              651,953         586,381
Accumulated amortization                                                          152,302              137,557         118,687
                                                                                                                              
Net goodwill and other intangible assets                                    $     500,704        $     514,396   $     467,694
8.EMPLOYEE BENEFIT PLANS
  
Scripps sponsors defined benefit plans covering substantially all non-union
employees.  Benefits are generally based on the employees' compensation and
years of service.  Funding is based on the requirements of the plans and
applicable federal laws.

Scripps also sponsors defined contribution plans covering substantially all
non-union employees.  Scripps matches a portion of employees' voluntary
contributions to these plans.

Union-represented employees are covered by retirement plans jointly
administered by subsidiaries of Scripps and the unions or by union-
administered, multi-employer plans.  Funding is based upon negotiated
agreements.
Retirement plans expense consisted of the following:
( in thousands )                                                                                                                
                                                                                                   For the years ended            
                                                                                                        December 31,           
                                                                                                1994          1993       1992
Service cost                                                                                $     8,729  $     7,819 $     7,832
Interest cost                                                                                    11,509       13,111      14,026
Actual return on plan assets                                                                      1,637     (13,487)    (13,404)
Net amortization and deferral                                                                  (14,990)      (2,619)     (4,860)
                                                                                                                                
Defined benefit plans                                                                             6,885        4,824       3,594
Multi-employer plans                                                                              1,028        1,044       1,664
Defined contribution plans                                                                        3,573        3,570       3,754
                                                                                                                                
Total                                                                                            11,486        9,438       9,012
Curtailment losses (gains) included in gain                                                                                     
     on the sales of subsidiary companies                                                                        253     (3,632)
                                                                                                                                
Total retirement plans expense                                                              $    11,486  $     9,691 $     5,380
Assumptions used in the accounting for the defined benefit plans were as
follows:
1994          1993         1992
Discount rate as of December 31                                                                    8.5%         7.0%        8.0%
Expected long-term rate of return on plan assets                                                   9.5%         8.0%        9.0%
Rate of increase in compensation levels                                                            5.0%         3.5%        4.5%
The funded status of the defined benefit plans at December 31 was as
follows:
( in thousands )                                                                                                                
                                                                                                1994          1993       1992
Actuarial present value of vested benefits                                                  $ (121,602)  $ (133,754) $ (130,236)
                                                                                                                                
Actuarial present value of accumulated benefits                                             $ (130,126)  $ (142,751) $ (138,029)
                                                                                                                                
Actuarial present value of projected benefits                                               $ (159,871)  $ (176,212) $ (166,960)
Plan assets at fair value                                                                       155,283      171,837     176,895
                                                                                                                                
Projected benefits in excess of plan assets                                                     (4,588)      (4,375)       9,935
Unrecognized net loss                                                                             3,404       10,725       1,594
Unrecognized prior service cost                                                                   9,432        9,766       9,142
Unrecognized net asset at the date FAS No. 87 was                                                                               
     adopted, net of amortization                                                              (10,429)     (11,846)    (13,203)
                                                                                                                                
Net pension asset (liability) recognized in the balance sheet                               $   (2,181)  $     4,270 $     7,468
Plan assets consist of marketable equity and fixed-income securities.

Scripps has unfunded health and life insurance benefit plans that are
provided to certain retired employees.  The combined number of 1) active
employees eligible for such benefits and 2) retired employees receiving
such benefits is approximately 5% of Scripps' current workforce.  The
actuarial present value of the projected benefit obligation at December 31
was $6,900,000 in 1994 and $6,300,000 in 1993.  The cost of the plan was:
1994, $500,000; 1993, $600,000; and 1992,  $600,000 (excluding $3,200,000
related to divested operating units).
9.SEGMENT INFORMATION

The Other segment includes book publishing operations which were sold in
1993 and TV Data which was sold in 1992.

Broadcasting operating income in 1994 was reduced by $7,900,000 as a result
of the program rights write-down and was increased in 1993 by $4,300,000 as
a result of the change in estimate of the additional amount of copyright
fees owed ASCAP (see Note 3).

Financial information relating to Scripps' business segments is as follows:
( in thousands )                                                        (Unaudited) 
                                                                 For the nine months ended           For the years ended
                                                                       September 30,                       December 31,
                                                                    1995          1994          1994          1993       1992
OPERATING REVENUES                                                                                                              
Newspapers                                                      $   468,632  $   440,947    $   602,938  $   568,054 $   608,687
Broadcasting                                                        211,711      202,445        288,184      284,294     277,287
Entertainment                                                        68,964       56,343         73,473       84,741      87,209
Other                                                                                                          8,126      44,172
Total continuing operations                                     $   749,307  $   699,735    $   964,595  $   945,215 $ 1,017,355
                                                                                                                                
OPERATING INCOME                                                                                                                
Newspapers                                                      $    88,361  $    90,712    $   119,539  $    75,389 $    60,234
Broadcasting                                                         57,455       62,455         86,625       81,958      69,955
Entertainment                                                       (7,905)        (752)        (7,083)      (1,561)       8,151
Other                                                                                                          (199)       5,100
Corporate                                                          (12,782)     (11,154)       (15,471)     (13,625)    (14,956)
Total continuing operations                                     $   125,129  $   141,261    $   183,610  $   141,962 $   128,484
                                                                                                                                
DEPRECIATION                                                                                                                    
Newspapers                                                      $    22,758  $    21,383    $    28,399  $    30,070 $    31,879
Broadcasting                                                          9,164        6,749          9,323        9,470       9,174
Entertainment                                                         1,924        1,247          1,667          899         826
Other                                                                                                             25         733
Corporate                                                               631          444            651          625       1,560
Total continuing operations                                     $    34,477  $    29,823    $    40,040  $    41,089 $    44,172
                                                                                                                                
AMORTIZATION OF INTANGIBLE ASSETS                                                                                               
Newspapers                                                      $     4,763  $     5,273    $     6,858  $     6,902 $     6,636
Broadcasting                                                         10,091        8,590         11,966       12,212      12,119
Entertainment                                                           301           48             72           18          10
Other                                                                                                            628       1,412
Total continuing operations                                     $    15,155  $    13,911    $    18,896  $    19,760 $    20,177
                                                                                                                                
ASSETS                                                                                                                          
Newspapers                                                      $   605,496  $   633,612    $   621,008  $   667,167 $   705,112
Broadcasting                                                        533,169      524,228        515,617      465,622     491,653
Entertainment                                                       116,798       85,094         84,816       82,538      39,037
Other                                                                                                                     25,393
Corporate                                                           107,180       72,825         65,246       39,770      25,391
Total continuing operations                                     $ 1,362,643  $ 1,315,759    $ 1,286,687  $ 1,255,097 $ 1,286,586
                                                                                                                                
CAPITAL EXPENDITURES                                                                                                            
Newspapers                                                      $    14,696  $    13,215    $    21,226  $    24,523 $    75,648
Broadcasting                                                         15,042       12,940         23,532        9,733       8,129
Entertainment                                                         9,549        2,581          7,989          981         297
Other                                                                                                                        150
Corporate                                                             1,505          415          1,205        1,608       2,695
Total continuing operations                                     $    40,792  $    29,151    $    53,952  $    36,845 $    86,919
Corporate assets are primarily cash, investments, and refundable and
deferred income taxes.
10.    COMMITMENTS AND CONTINGENCIES
  
Scripps accrued an estimate of the ultimate costs of certain lawsuits
associated with divested operating units (see Note 3).  Scripps is also
involved in other litigation arising in the ordinary course of business,
none of which is expected to result in material loss.

At December 31, 1994 Scripps was committed to purchase approximately
$118,000,000 of program rights that are not currently available for
broadcast, including programs not yet produced.  If such programs are not
produced Scripps' commitment would expire without obligation.

Minimum payments on non-cancelable leases at December 31, 1994 were as
follows:
( in thousands )
1995                                                                                                             $      10,400
1996                                                                                                                     8,800
1997                                                                                                                     7,800
1998                                                                                                                     7,700
1999                                                                                                                     7,900
Later years                                                                                                             42,200
                                                                                                                              
Total                                                                                                            $      84,800
Rental expense for cancelable and non-cancelable leases was as follows:
( in thousands )                                                        (Unaudited) 
                                                                For the nine months ended            For the years ended
                                                                       September 30,                      December 31, 
                                                                    1995          1994          1994          1993       1992
Rental expense, net of sublease income                          $     8,000  $     7,300    $    11,700  $     9,700 $    11,800
11.    CAPITAL STOCK AND INCENTIVE PLANS
  
The capital structure of Scripps includes Common Voting Stock and Class A
Common Stock.  The articles of Scripps provide that the holders of Class A
Common Stock, who are not entitled to vote on any other matters except as
required by Delaware law, are entitled to elect the greater of three or one-
third of the directors.

In connection with the Transactions, New Scripps will be recapitalized to
include Common Voting Shares and Class A Common Shares and the Articles of
Incorporation of New Scripps will be further amended to provide for
substantially the same shareholder voting rights and other terms as the
Scripps certificate of incorporation currently provides for.  New Scripps
will issue to Scripps: (i) a number of New Scripps Common Voting Shares
equal to the number of shares of Scripps Common Voting Stock then
outstanding and (ii) a number of New Scripps Class A Common Shares equal to
the number of shares of Scripps Class A Common Stock then outstanding.
These shares will then be distributed to Scripps' shareholders in the Spin-
Off.

Pursuant to the Transactions, New Scripps will assume Scripps' incentive
plans. The 1987 Long-Term Incentive Plan ("1987 Plan") provides for the
awarding of stock options, stock appreciation rights, performance units,
and Class A Common stock to key employees.  The number of shares authorized
for issuance under the 1987 Plan is 3,250,000.
Stock options may be awarded to purchase Class A Common stock at not less
than 100% of the fair market value on the date the option is granted.
Stock options will vest over an incentive period, conditioned upon the
individual's employment through that period.  The plan expires on December
9, 1997, except for options then outstanding.  In connection with the
Transactions, the number of options and the option price will be adjusted
based on the average market price of Scripps Class A Common Stock for a
specified time before the Transactions are completed, and of New Scripps 
Class A Common Shares after the Transactions are completed.  The number of 
options outstanding is expected to increase and the option exercise price 
is expected to decrease in order to preserve the economic value of the 
outstanding options.

Information related to stock options is as follows:
Number        Price              
                                                                                              of Shares    per Share
Outstanding at December 31, 1991                                                              1,027,300     $16 - 24            
Granted in 1992                                                                                 282,300      24 - 37           
Exercised in 1992                                                                               (4,050)           18            
Forfeited in 1992                                                                              (59,000)      20 - 27           
                                                                                                                                
Outstanding at December 31, 1992                                                              1,246,550      16 - 27           
Granted in 1993                                                                                 667,500      24 - 34           
Exercised in 1993                                                                             (133,775)      16 - 24           
Forfeited in 1993                                                                              (40,775)      18 - 27           
                                                                                                                                
Outstanding at December 31, 1993                                                              1,739,500      16 - 34            
Granted in 1994                                                                                 493,500      27 - 30           
Exercised in 1994                                                                              (87,025)      18 - 26           
Forfeited in 1994                                                                              (20,000)      18 - 26           

                                                                                                                                
Outstanding at December 31, 1994                                                              2,125,975      16 - 34            
Granted in 1995                                                                                  25,000      28 - 34            
Exercised in 1995                                                                             (174,250)      18 - 27            
Forfeited in 1995                                                                               (9,000)      18 - 30            
                                                                                                                                
Outstanding at September 30, 1995                                                             1,967,725     $16 - 34            
                                                                                                                                
Exercisable at September 30, 1995                                                             1,313,725     $16 - 34
Options issued to employees of Scripps Cable totaled 221,750 at September
30, 1995, of which 140,750 were exercisable.  Options issued to employees
of Scripps Cable will vest and become exercisable upon completion of the
Transactions.

Awards of Class A Common Stock will vest over an incentive period,
conditioned upon the individual's employment throughout that period.
During the vesting period shares issued are non-transferable, but the
shares are entitled to all the rights of an outstanding share.  Upon
vesting, when the stock awards become taxable to the employees, additional
awards of cash may also be made.

Information related to awards of Class A Common Stock is as follows:
( in thousands, except share data )                                    (Unaudited)                                             
                                                                For the nine months ended               For the years ended
                                                                       September 30,                          December 31,
                                                                    1995          1994          1994          1993       1992
Shares of Class A Common stock:                                                                                                 
     Awarded                                                         17,500       53,000         53,000       32,000      16,750
     Forfeited                                                        1,250        2,810          2,810        4,270       3,500
Compensation expense recognized:                                                                                                
     Continuing operations                                     $        735 $        250   $        435 $        270 $       600
     Scripps Cable                                                       65           50             65           30         100
Restricted shares issued to employees of Scripps Cable will vest upon
completion of the Transactions.  There were 13,500 unvested shares issued
to employees of Scripps Cable at September 30, 1995.
12.    DISCONTINUED OPERATIONS
  
Summarized operating results for the discontinued cable television
operations are as follows:
( in thousands )                                                         (Unaudited) 
                                                                For the nine months ended             For the years ended
                                                                        September 30,                     December 31,
                                                                    1995          1994          1994          1993       1992
Operating revenues                                              $   207,855  $   189,595    $   255,356  $   251,792 $   238,116
                                                                                                                                
Income before income taxes and minority interests                    46,188       27,572         33,526       44,811      43,488
Income taxes                                                       (17,538)     (13,287)        (3,484)     (20,363)    (27,440)
Minority interests                                                                 (155)          (155)        (673)     (1,089)
                                                                                                                                
Net income                                                      $    28,650  $    14,130    $    29,887  $    23,775 $    14,959
In 1994 customers of the Sacramento system were awarded special rebates
     totaling $3,000,000 in connection with litigation concerning the
     system's pricing in the late 1980s.  The rebates reduced net income
     $1,600,000.  Also in 1994 Scripps Cable accrued $6,500,000 as an
     estimate of the ultimate costs of certain lawsuits.  The accrual
     reduced net income $4,200,000.
  
  In 1992 management changed its estimate of a tax deduction received in
     the redemption of a partnership interest in certain of its cable
     television systems.  The resulting change in the liability for prior
     year income taxes decreased net income $8,400,000.  In 1994 the IRS
     proposed adjustments related to certain intangible assets and the
     redemption of the partnership interest.  Based upon the proposed
     adjustments management again changed its estimate of the tax
     liabilities for prior years.  The resulting change in the liability
     for prior year income taxes increased 1994 net income $11,800,000.

Summarized balance sheet data for the discontinued cable television
operations are as follows:
( in thousands )                                                              (Unaudited)                      As of      
                                                                               September 30,                December 31,       
                                                                                  1995                 1994            1993
Property, plant, and equipment                                              $     288,411        $     294,229   $     300,506
Goodwill and other intangible assets                                               95,275              101,717          85,295
Other assets                                                                       29,324               34,926          37,271
Deferred income tax liabilities                                                  (77,166)             (77,691)        (64,305)
Other liabilities                                                                (30,084)             (30,444)        (28,868)
Net assets of discontinued cable television operations                            305,760              322,737         329,899
The major components of cash flow for discontinued operations are as
follows:
( in thousands )                                                      (Unaudited)                                                  
                                                                For the nine months ended               For the years ended
                                                                      September 30,                           December 31,
                                                                    1995          1994          1994          1993       1992
Income from discontinued operations                             $    28,650  $    14,130    $    29,887  $    23,775 $    14,959
Depreciation and amortization                                        41,105       44,264         57,331       60,029      57,580
Other, net                                                           12,823        3,453        (8,594)        (275)       3,576
                                                                                                                                
Net cash provided by discontinued operating activities          $    82,578  $    61,847    $    78,624  $    83,529 $    76,115
                                                                                                                                
Capital expenditures                                            $  (30,119)  $  (28,753)    $  (41,616)  $  (67,019) $  (58,299)
Other, net                                                            1,091        (322)          1,120        3,012     (2,818)
                                                                                                                                
Net cash provided by (used in) investing activities of          $  (29,028)  $  (29,075)    $  (40,496)  $  (64,007) $  (61,117)
discontinued cable operations
13.    SUMMARIZED QUARTERLY FINANCIAL INFORMATION (Unaudited)
  
Summarized financial information is as follows:
( in thousands, except per share data )                                                                                         
                                                             1st            2nd            3rd            4th              
1995                                                       Quarter        Quarter        Quarter        Quarter         Total
Operating revenues:                                                                                                             
   Newspapers                                          $     151,607  $     161,112  $     155,913                 $     468,632
   Television                                                 66,968         77,080         67,663                       211,711
   Entertainment                                              26,694         21,115         21,155                        68,964
                                                                                                                                
   Total operating revenues                                  245,269        259,307        244,731                       749,307
                                                                                                                                
Operating expenses:                                                                                                             
   Employee compensation and benefits                         83,820         84,233         84,861                       252,914
   Newsprint and ink                                          26,871         29,381         32,008                        88,260
   Program rights and production costs                        15,546         12,523         14,081                        42,150
   Other operating expenses                                   62,732         65,191         63,299                       191,222
   Depreciation and amortization                              16,063         16,429         17,140                        49,632
                                                                                                                                
   Total operating expenses                                  205,032        207,757        211,389                       624,178
                                                                                                                                
Operating income                                              40,237         51,550         33,342                       125,129
Interest expense                                             (3,353)        (2,829)        (2,441)                       (8,623)
Net gains and unusual items                                                                                                     
Miscellaneous, net                                               782            394          1,427                         2,603
Income taxes                                                (16,971)       (21,127)       (14,187)                      (52,285)
Minority interests                                             (935)          (868)          (784)                       (2,587)
                                                                                                                                
Income from continuing operations                             19,760         27,120         17,357                        64,237
Income from discontinued operations (net of income             9,354          9,019         10,277                        28,650
taxes)
                                                                                                                                
Net income                                             $      29,114  $      36,139  $      27,634                 $      92,887
                                                                                                                                
Per share of common stock:                                                                                                      
     Income from continuing operations                         $ .25          $ .34          $ .22                         $ .80
     Income from discontinued operations                         .12            .11            .13                           .36
                                                                                                                                
     Net income                                                $ .36          $ .45          $ .35                        $ 1.16
                                                                                                                                
Weighted average shares outstanding                           79,854         79,927         80,010                        79,930
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .13          $ .13                         $ .37
( in thousands, except per share data )                                                                                         
                                                             1st            2nd            3rd            4th              
1994                                                       Quarter        Quarter        Quarter        Quarter         Total
Operating revenues:                                                                                                             
   Newspapers                                          $     142,037  $     151,765  $     147,145  $     161,991  $     602,938
   Broadcasting                                               60,353         73,892         68,200         85,739        288,184
   Entertainment                                              20,978         18,676         16,689         17,130         73,473
                                                                                                                                
   Total operating revenues                                  223,368        244,333        232,034        264,860        964,595
                                                                                                                                
Operating expenses:                                                                                                             
   Employee compensation and benefits                         77,574         79,577         77,337         84,141        318,629
   Newsprint and ink                                          20,657         22,131         23,586         27,786         94,160
   Program rights and production costs                        12,285         14,473         13,557         19,767         60,082
   Other operating expenses                                   56,150         57,543         59,870         75,615        249,178
   Depreciation and amortization                              14,283         14,903         14,548         15,202         58,936
                                                                                                                                
   Total operating expenses                                  180,949        188,627        188,898        222,511        780,985
                                                                                                                                
Operating income                                              42,419         55,706         43,136         42,349        183,610
Interest expense                                             (4,576)        (4,529)        (3,829)        (3,340)       (16,274)
Net gains and unusual items                                                  31,621                      (16,970)         14,651
Miscellaneous, net                                               172          (371)          (188)          (530)          (917)
Income taxes                                                (16,681)       (35,685)       (15,231)       (12,844)       (80,441)
Minority interests                                           (1,917)        (2,886)        (2,265)          (765)        (7,833)
                                                                                                                                
Income from continuing operations                             19,417         43,856         21,623          7,900         92,796
Income from discontinued operations (net of income             5,680          3,968          4,482         15,757         29,887
taxes)
                                                                                                                                
Net income                                             $      25,097  $      47,824  $      26,105  $      23,657  $     122,683
                                                                                                                                
Per share of common stock:                                                                                                      
     Income from continuing operations                         $ .26          $ .59          $ .29          $ .10         $ 1.22
     Income from discontinued operations                         .08            .05            .06            .20            .39
                                                                                                                                
     Net income                                                $ .34          $ .64          $ .35          $ .30         $ 1.61
                                                                                                                                
Weighted average shares outstanding                           74,762         74,776         75,638         79,808         76,246
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .11          $ .11          $ .11          $ .44
( in thousands, except per share data )                                                                                         
                                                             1st            2nd            3rd            4th              
1993                                                       Quarter        Quarter        Quarter        Quarter         Total
Operating revenues:                                                                                                             
   Newspapers                                          $     134,463  $     143,632  $     137,414  $     152,545  $     568,054
   Broadcasting                                               61,845         77,401         67,178         77,870        284,294
   Entertainment                                              19,625         18,644         24,964         21,508         84,741
   Other                                                       4,529          3,597                                        8,126
                                                                                                                                
   Total operating revenues                                  220,462        243,274        229,556        251,923        945,215
                                                                                                                                
Operating expenses:                                                                                                             
   Employee compensation and benefits                         82,760         84,637         83,288         85,924        336,609
   Newsprint and ink                                          21,218         23,386         22,176         22,282         89,062
   Program rights and production costs                        13,110         15,553         21,195         13,873         63,731
   Other operating expenses                                   56,689         64,542         60,067         71,704        253,002
   Depreciation and amortization                              15,483         14,571         15,332         15,463         60,849
                                                                                                                                
   Total operating expenses                                  189,260        202,689        202,058        209,246        803,253
                                                                                                                                
Operating income                                              31,202         40,585         27,498         42,677        141,962
Interest expense                                             (7,791)        (6,642)        (5,974)        (5,990)       (26,397)
Net gains and unusual items                                   23,162          1,774        (2,922)         72,360         94,374
Miscellaneous, net                                               869        (1,254)          (852)        (1,176)        (2,413)
Income taxes                                                (19,133)       (15,216)        (8,802)       (43,236)       (86,387)
Minority interests                                           (1,881)        (2,555)        (1,856)        (9,936)       (16,228)
                                                                                                                                
Income from continuing operations                             26,428         16,692          7,092         54,699        104,911
Income from discontinued operations (net of income             6,170          5,395          6,975          5,235         23,775
taxes)
                                                                                                                                
Net income                                             $      32,598  $      22,087  $      14,067  $      59,934  $     128,686
                                                                                                                                
Per share of common stock:                                                                                                      
     Income from continuing operations                         $ .35          $ .22          $ .10          $ .73         $ 1.41
     Income from discontinued operations                         .08            .07            .09            .07            .32
                                                                                                                                
     Net income                                                $ .44          $ .30          $ .19          $ .80         $ 1.72
                                                                                                                                
Weighted average shares outstanding                           74,613         74,627         74,639         74,722         74,650
                                                                                                                                
Cash dividends per share of common stock                       $ .11          $ .11          $ .11          $ .11          $ .44
The sum of the quarterly net income per share amounts may not equal the
reported annual amount and the sum of the income from continuing operations
per share and the income from discontinued operations per share may not
equal the net income per share amount because each is computed
independently based upon the weighted average number of shares outstanding
for that period.
THE E.W. SCRIPPS COMPANY                                                                                                        
VALUATION AND QUALIFYING ACCOUNTS                                                                                  SCHEDULE VIII
( in thousands )                                                                                                                
                      COLUMN A                           COLUMN B      COLUMN C     COLUMN D       COLUMN E          COLUMN F
                                                                                                                         
                                                                                                   INCREASE              
                                                                       ADDITIONS   DEDUCTIONS     (DECREASE)                    
                                                          BALANCE     CHARGED TO     AMOUNTS       RECORDED           BALANCE
                                                         BEGINNING     COSTS AND     CHARGED     ACQUISITIONS         END OF
                   CLASSIFICATION                        OF PERIOD     EXPENSES      OFF-NET    (DIVESTITURES)        PERIOD
YEAR ENDED DECEMBER 31, 1994:                                                                                                   
Allowance for doubtful                                                                                                          
    accounts receivable                               $       5,049 $      3,317 $      4,429                   $          3,937
Allowance for sales returns                                     679                        78                                601
                                                                                                                                
Total receivable allowances                           $       5,728 $      3,317 $      4,507                   $          4,538
                                                                                                                                
                                                                                                                                
YEAR ENDED DECEMBER 31, 1993:                                                                                                   
Allowance for doubtful                                                                                                          
    accounts receivable                               $       4,709 $      5,116 $      4,249 $          (527)  $          5,049
Allowance for sales returns                                   6,148        1,262          876          (5,855)               679
                                                                                                                                
Total receivable allowances                           $      10,857 $      6,378 $      5,125 $        (6,382)  $          5,728
                                                                                                                                
                                                                                                                                
YEAR ENDED DECEMBER 31, 1992:                                                                                                   
Allowance for doubtful                                                                                                          
    accounts receivable                               $       4,575 $      6,160 $      6,307 $            281  $          4,709
Allowance for sales returns                                   4,631        5,833        4,316                              6,148
                                                                                                                                
Total receivable allowances                           $       9,206 $     11,993 $     10,623 $            281  $         10,857
DESCRIPTION OF SCRIPPS CABLE

                                  BUSINESS

General - Scripps Cable operates cable television systems in Florida,
California, Colorado, Georgia, Indiana, Kentucky, South Carolina,
Tennessee, Virginia, and West Virginia.  In the periods between January 1,
1990 and September 30, 1995, Scripps Cable purchased several cable
television systems adjacent to existing service areas.

Cable television delivers a variety of channels and television programming,
primarily video entertainment and informational programming, to subscribers
who pay a monthly fee for the services they receive.  Television and radio
signals are received off-air or via satellite delivery by antennas,
microwave relay stations and satellite earth stations and are modulated,
amplified and distributed over a network of coaxial and fiber optic cable
to the subscribers' television sets.  Cable television systems generally
operate pursuant to non-exclusive franchises awarded by local governmental
authorities for specified periods of time.
                                     
Subscriber information as of the end of the past five years and at
September 30, 1995 for Scripps Cable systems is as follows:
( in thousands )                                                                                                       Premium
                                                                                                                       Subs. as
                                                        Homes            Basic        Penetration       Premium           a % of
     Cable Television System Cluster                   Passed             Subs            Rate         Subs (1)           Basic
September 30, 1995                                                                                                    
Sacramento, CA cluster                                     446.9            231.3             52%           328.3             142%
Chattanooga, TN cluster                                    179.1            111.9             62%            67.9              61%
Knoxville, TN cluster                                      149.6            106.4             71%            54.4              51%
Atlanta, GA cluster                                         97.9             74.1             76%            45.5              61%
Bluefield, WV cluster                                       74.8             54.9             73%            30.4              55%
Lake County, FL cluster                                     70.5             49.3             70%            18.8              38%
Rome, GA cluster                                            63.9             49.5             77%            36.7              74%
Elizabethtown, KY cluster                                   48.9             43.1             88%            24.5              57%
Longmont, CO cluster                                        52.8             38.0             72%            29.2              77%
                                                                                                                                  
Total                                                    1,184.4            758.5             64%           635.7              84%
                                                                                                                                  
                                                                                                                                  
            December 31, 1994                                                                                                     
Sacramento, CA cluster                                     442.0            222.8             50%           361.4             162%
Chattanooga, TN cluster                                    176.4            110.1             62%            74.9              68%
Knoxville, TN cluster                                      149.7            105.2             70%            53.3              51%
Atlanta, GA cluster                                         97.9             71.2             73%            48.4              68%
Bluefield, WV cluster                                       74.4             54.2             73%            30.9              57%
Lake County, FL cluster                                     69.0             50.8             74%            20.2              40%
Rome, GA cluster                                            60.6             47.0             78%            37.3              79%
Elizabethtown, KY cluster                                   48.8             42.2             86%            24.2              57%
Longmont, CO cluster                                        51.2             35.7             70%            29.7              83%
                                                                                                                                  
Total                                                    1,170.0            739.2             63%           680.3              92%
( in thousands )                                                                                                       Premium
                                                                                                                       Subs. as
                                                        Homes            Basic        Penetration       Premium           a % of
     Cable Television System Cluster                   Passed             Subs            Rate         Subs (1)           Basic
December 31, 1993                                                                                                     
Sacramento, CA cluster                                     436.4            210.8             48%           307.8             146%
Chattanooga, TN cluster                                    172.9            105.8             61%            71.4              67%
Knoxville, TN cluster                                      146.0            101.5             70%            50.3              50%
Atlanta, GA cluster                                         97.6             66.9             69%            38.1              57%
Bluefield, WV cluster                                       73.3             51.2             70%            30.6              60%
Lake County, FL cluster                                     67.2             47.4             71%            18.8              40%
Rome, GA cluster                                            56.3             44.6             79%            33.9              76%
Elizabethtown, KY cluster                                   48.3             40.3             83%            20.7              51%
Longmont, CO cluster                                        48.8             32.5             67%            28.0              86%
                                                                                                                                  
Total                                                    1,146.8            701.0             61%           599.6              86%
                                                                                                                                
            December 31, 1992                                                                                                     
Sacramento, CA cluster                                     427.9            204.7             48%           270.5             132%
Chattanooga, TN cluster                                    173.0             99.8             58%            76.8              77%
Knoxville, TN cluster                                      143.1             97.0             68%            50.7              52%
Atlanta, GA cluster                                         97.4             64.6             66%            40.2              62%
Bluefield, WV cluster                                       72.6             49.5             68%            34.1              69%
Lake County, FL cluster                                     65.8             45.4             69%            17.9              39%
Rome, GA cluster                                            53.8             42.4             79%            41.7              98%
Elizabethtown, KY cluster                                   48.0             39.8             83%            17.7              44%
Longmont, CO cluster                                        47.2             29.9             63%            27.1              91%
                                                                                                                                  
Total                                                    1,128.8            673.1             60%           576.7              86%
                                                                                                                                  
            December 31, 1991                                                                                                     
Sacramento, CA cluster                                     418.0            203.8             49%           245.1             120%
Chattanooga, TN cluster                                    164.1             96.0             59%            68.4              71%
Knoxville, TN cluster                                      140.6             90.9             65%            46.2              51%
Atlanta, GA cluster                                         95.2             58.8             62%            36.1              61%
Bluefield, WV cluster                                       66.3             47.6             72%            29.8              63%
Lake County, FL cluster                                     63.4             42.7             67%            14.7              34%
Rome, GA cluster                                            52.2             40.2             77%            36.1              90%
Elizabethtown, KY cluster                                   47.5             38.2             80%            14.2              37%
Longmont, CO cluster                                        45.8             27.3             60%            23.2              85%
                                                                                                                                  
Total                                                    1,093.1            645.5             59%           513.8              80%
( in thousands )                                                                                                       Premium
                                                                                                                       Subs. as
                                                        Homes            Basic        Penetration       Premium           a % of
     Cable Television System Cluster                   Passed             Subs            Rate         Subs (1)           Basic
December 31, 1990                                                                                                     
Sacramento, CA cluster                                     401.3            196.0             49%           224.4             114%
Chattanooga, TN cluster                                    157.3             88.3             56%            61.2              69%
Knoxville, TN cluster                                      138.0             83.9             61%            42.6              51%
Atlanta, GA cluster                                         93.7             57.5             61%            39.0              68%
Bluefield, WV cluster                                       65.8             46.3             70%            24.3              52%
Rome, GA cluster                                            54.4             42.2             78%            22.5              53%
Lake County, FL cluster                                     59.5             39.3             66%            14.9              38%
Elizabethtown, KY cluster                                   46.9             36.2             77%            13.8              38%
Longmont, CO cluster                                        44.6             25.0             56%            20.4              82%
                                                                                                                                  
Total                                                    1,061.5            614.7             58%           463.1              75%
                                                                                                                                  
(1) Each subscription to a premium                                                                                                
programming service is counted as one
subscriber.
Revenues and Pricing - The composition of Scripps Cable operating revenues
for the most recent five years and for the nine months ended September 30,
1995 is as follows:
( in thousands )                                                                                                                  
                                          For the nine months
                                           ended September 30,                    For the years ended December 31,  
                                            1995         1994         1994          1993         1992         1991          1990
Basic and cable                                                                                                                   
     programming services               $  137,092   $  123,730   $  165,682    $  171,703   $  163,069   $  145,258    $  125,256
Premium programming services                38,945       36,447       49,242        46,401       44,559       45,280        42,050
Other monthly services                      13,055       12,720       17,422        14,611       13,002       13,807        13,634
Advertising                                  9,428        7,925       11,367         8,870        8,394        7,071         5,663
Installation and other                       9,335        8,773       11,643        10,207        9,094        6,775         6,212
                                                                                                                                  
Total operating revenues                $  207,855   $  189,595   $  255,356    $  251,792   $  238,118   $  218,191    $  192,815
Scripps Cable systems carry a wide variety of entertainment and information
services.  Basic cable generally consists of video programming broadcast by
local television stations, locally produced programming, public,
educational and government access channels, and distant broadcast
television signals.  Federal law requires customers to purchase the basic
cable package in order to receive additional services.  Advertiser-
supported video programming such as ESPN and CNN and other entertainment
and information services are included in various cable programming service
packages.  Premium programming consists of non-advertiser-supported
entertainment services such as Home Box Office and Showtime.  A customer
generally pays an initial installation charge and fixed monthly fees for
basic, cable programming, premium programming and other services, such as
the rental of converters and remote control devices.  These monthly fees
constitute the primary source of revenues for Scripps Cable's systems.

Certain of Scripps Cable systems are equipped with addressable decoding
converters which enable the systems to offer interactive services, such as
pay-per-view programming, for which the systems charge additional fees.
Addressable decoding converters also enable the systems to change customer
services without visiting the customer's home.  Most of Scripps Cable's
systems also offer customers home shopping services, which pay the systems
a share of revenues from sales of products in the systems' service areas.
The systems also receive revenue from the sale of available advertising
spots on advertiser-supported programming.
Rates for cable television services are established by each system.
Pursuant to the Cable Television Consumer Protection Act of 1992 (the "1992
Cable Act") the Federal Communications Commission ("FCC") adopted
regulations that permit franchising authorities to set rates for basic
service and the provision of cable related equipment.  To the extent that
existing rates are found to exceed those permitted by the FCC, franchising
authorities are able to require cable television systems to reduce the
rates and provide refunds for up to a one-year period initially calculated
from the effective date of the FCC's regulations.  The FCC will also, upon
a complaint by a customer or franchising authority, determine whether rates
for regulated non-basic service tiers (except for service offered on a per-
channel or per-program basis) are unreasonable and, if so found, reduce
such rates and provide refunds from the date of such complaint.  In
addition, the FCC's regulations, as they now stand, limit the ability to
increase revenues by increasing rates for regulated services.  It is
possible that, pursuant to further review by the franchising authorities
and the FCC, certain additional rate reductions may be required.

Basic and cable service tier complaints have been filed against Scripps
Cable systems with local franchise authorities and with the FCC's Cable
Services Bureau, several of which have been resolved.  Basic and cable
service tier refunds ordered to date total less than $300,000.  A number of
basic and cable service tier complaints remain undecided.  Management does
not expect the refunds to be awarded, if any, to have a material impact on
Scripps Cable's results of operations or financial position.

Various cable operators have initiated litigation challenging certain
aspects of the 1992 Cable Act.  The constitutionality of the basic scheme
of rate regulation under the 1992 Cable Act has been upheld by a federal
district court, and the FCC's rate regulation rules were upheld by a
federal appeals court in June 1995.  An appeal of that decision has been
filed with the United States Supreme Court.  The outcome of the remainder
of this litigation can not be predicted.  Management of Scripps Cable
believes that the regulation of the cable television industry, including
the rates charged for regulated services under present FCC rules and the
cable industry's restructuring of rates and services in response to the
1992 Cable Act, remain a matter of interest to Congress, the FCC and other
regulatory authorities.  There can be no assurances as to what, if any,
future actions such legislative and regulatory authorities may take or the
effect thereof on Scripps Cable.

Competition - Cable television systems are operated under franchises
granted by local authorities which are subject to renewal and re-
negotiation from time to time.  The 1992 Cable Act prohibits franchising
authorities from granting exclusive cable television franchises and from
unreasonably refusing to award additional competitive franchises; it also
permits municipal authorities to operate cable television systems in their
communities without a franchise.  Therefore, there is a potential for
direct competition in Scripps Cable's franchise areas.

All of Scripps Cable's systems compete for subscribers with other methods
of delivering entertainment and information programming to the subscriber's
home, such as broadcast television, multi-channel, multi-point distribution
systems, master and satellite antenna systems, direct broadcast satellite
services, and home systems such as video cassette and laser disc players.
Management of Scripps Cable believes competition will increase as new
technologies such as more advanced "wireless cable systems" and broadcast
satellite delivery services improve and gain consumer acceptance.  The
attractiveness of cable television compared to satellite delivery systems
may be enhanced now that most satellite-distributed program signals are
being electronically scrambled to permit reception only with authorized
decoding equipment, generally at a cost to the viewer, making unauthorized
reception of such scrambled signals by earth station viewers more
difficult.

In the past federal cross-ownership restrictions have limited entry into
the cable television business by potentially formidable competitors, such
as the telephone companies.  Recent court and administrative decisions have
removed certain of the restrictions, and proposals recently under
consideration by Congress and cases currently pending in the courts could
result in the elimination of other such restrictions.  While the regulatory
scheme for telephone company offerings of video services remains uncertain,
telephone companies are beginning to offer FCC-approved trials of such
services.  One such trial is being pursued by Bell South in a segment of
Scripps Cable's Atlanta, Georgia cluster.  Most observers believe that the
telephone companies will be formidable competitors in offering video
services and that their entry into the video market will hasten consumer
demand for interactive telecommunications capabilities through any system
providing video services.  State regulations, however, in many cases
restrict a cable operator's ability to offer competing interactive
telecommunications services.  (See "Regulation and Legislation.")
Relatedly, many observers believe that competition from the telephone
companies in the video marketplace will impose on cable operators the need
to serve a sufficiently large number of subscribers in contiguous regions
so as to permit the cable operator to compete in the offering of
interactive telecommunications services.
Management of Scripps Cable cannot predict the extent to which competition
will materialize from other cable television operators, other distribution
systems for delivering video programming to the home, or other potential
competitors, or to the extent of its effect on Scripps Cable's systems.

Programming - Scripps Cable purchases programming from a variety of
suppliers, the charge for which is generally based upon the number of
subscribers receiving the service.  Program costs have risen in recent
years and are expected to continue to increase due to additional
programming offered subscribers, increased costs to produce or purchase
programming, regulation and other factors.  Program costs as a percentage
of basic and premium programming service revenues have also risen in recent
years due to reductions in basic revenue per subscriber as a result of re-
regulation (see "Revenues and Pricing") and to discounts offered to
subscribers receiving multiple premium channels.

Under the Copyright Act of 1976 cable television system operators are
granted compulsory licenses permitting the carriage of the copyrighted
works of local and distant broadcast signals for a statutory fee.  The
Copyright Royalty Tribunal is empowered to review and adjust such fees.
FCC rules on syndicated exclusivity provide that if a local broadcast
licensee has purchased the exclusive local distribution rights for a
particular syndicated program, such licensee is generally entitled to
insist that a local cable television system operator delete that program
from any distant television signal carried by the cable television system.

Under the 1992 Cable Act local broadcast stations may require cable
television operators to pay a fee for the right to continue to carry their
local television signals.  Alternatively, a local broadcaster may demand
carriage under the 1992 Cable Act's "must-carry" provisions.

Regulation and Legislation - The cable television industry is subject to
extensive regulation on the federal, state, and local levels.  Many aspects
of such regulations are currently the subject of judicial proceedings and
administrative or legislative proposals.  The 1992 Cable Act has
significantly expanded the scope of cable television regulation.  The FCC
was required to complete a number of rule-making proceedings under the 1992
Cable Act, the majority of which, including certain of those related to
rate regulation (see "Revenues and Pricing"), have been completed.

The 1992 Act, among other things: (i) reimposed rate regulations on most
cable television systems (see "Revenues and Pricing"); (ii) reimposed "must
carry" rules with respect to local broadcast television signals; (iii)
granted all broadcasters the option to refuse carriage of their signals;
(iv) required that vertically integrated cable television companies not
unreasonably refuse to deal with any multichannel programming distributor
or discriminate in the price, terms, and conditions of carriage of
programming between cable television operators and other multichannel
programming distributors if the effect would be to impede retail
competition; and (v) established cross-ownership rules with respect to
cable television systems and direct broadcast satellite systems, multi-
channel multipoint distribution systems, and satellite master antenna
systems.

The provisions of local cable television franchises are subject to federal
regulation under the Cable Communications Policy Act of 1984 (the "1984
Act").  Pursuant to the 1984 Act, local franchising authorities are given
the right to award and renew one or more franchises for the community over
which they have jurisdiction, the fees for which are prohibited from
exceeding 5% of a cable television system's gross annual revenues.

It is generally agreed that there is a need for a substantial revision of
the statutes governing telecommunications, and the relationship between
cable television and telephone services is a substantial part of the on-
going legislative effort to accomplish that goal.  While legislation is by
no means assured, changes could bring some relief to cable operators from
the 1992 rate regulation requirements as well as provide a frame work for
telephone company competition in the delivery of video services.

Management believes Scripps Cable is in substantial compliance with all
applicable regulatory requirements.
SELECTED FINANCIAL DATA

The following selected combined financial data are derived from the
combined financial statements of Scripps Cable.  The data should be read in
conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations of Scripps Cable" and the combined
financial statements and notes thereto included elsewhere herein.  The
income statement data for the years ended December 31, 1994, 1993, and 1992
and the balance sheet data as of December 31, 1994 and 1993 have been
derived from the audited combined financial statements of Scripps Cable.
The income statement data for the years ended December 31, 1991 and 1990
and the nine months ended September 30, 1995 and 1994, and the balance
sheet data as of September 30, 1995 and 1994 and as of December 31, 1992,
1991, and 1990 are derived from the unaudited combined financial statements
of Scripps Cable, which, in the opinion of management, include all
adjustments (consisting of normal recurring adjustments) necessary for a
fair presentation of financial position and results of operations for such
periods.  Operating results for the nine month periods ended September 30
are not necessarily indicative of results that may be expected for the full
year or for future interim periods.

SCRIPPS CABLE                                                                                                                     
SELECTED FINANCIAL DATA
( in millions )                                                                                                                   
                                                        For the nine months
                                                         ended September 30,                 For the years ended December 31,
                                                          1995        1994       1994       1993       1992       1991       1990
Summary of Operations                                                                                                             
     Operating revenues                                 $  207.9   $  189.6   $  255.4   $  251.8   $  238.1   $  218.2   $  192.8
                                                                                                                                  
     Operating income                                                                                                             
          Operating income excluding unusual items      $   43.6   $   30.4   $   42.8   $   45.2   $   43.7   $   35.7   $   26.8
          Unusual items                                               (3.0)      (9.5)                           (12.0)           
               Total operating income                       43.6       27.4       33.3       45.2       43.7       23.7       26.8
     Interest expense                                     (25.8)     (25.3)     (33.8)     (29.8)     (30.9)     (34.0)     (34.5)
     Net gains and unusual items                             1.5                                                                  
     Miscellaneous, net                                    (1.9)      (2.3)      (3.0)      (2.4)      (2.4)      (1.8)      (1.1)
     Income taxes                                          (6.6)      (2.7)       10.6      (8.3)     (14.9)      (0.6)        1.2
     Net income (loss)                                  $   10.8   $  (2.9)   $    7.1   $    4.7   $  (4.5)   $ (12.7)   $  (7.6)
                                                                                                                                  
                                                                                                                                  
Other Financial Data                                                                                                              
     EBITDA (see page 70) - excluding unusual items     $   84.7   $   74.7   $  100.1   $  105.3   $  101.3   $   91.6   $   84.4
     EBITDA as a percentage of operating revenues          40.7%      39.4%      39.2%      41.8%      42.5%      42.0%      43.8%
     Depreciation and amortization                          41.1       44.3       57.3       60.0       57.6       55.9       57.6
     Net cash flow from operating activities                62.0       43.7       56.7       65.4       51.4       50.1       43.6
     Investing activity:                                                                                                          
          Capital expenditures                            (30.1)     (28.8)     (41.6)     (67.0)     (58.3)     (36.8)     (35.9)
          Other (investing)/divesting activity, net          2.5     (26.4)     (24.6)      (3.8)      (3.0)      (4.6)      (2.8)
     Total assets                                          419.4      443.8      438.4      430.1      419.9      420.7      429.7
     Long-term debt and advances from parent company       303.4      338.9      336.3      325.0      318.3      310.7      336.3
     Stockholders' equity (deficiency)                    (21.8)     (42.6)     (32.6)     (39.7)     (44.4)     (40.0)     (32.4)
Scripps Cable acquired several cable television systems adjacent to
existing service areas in the periods presented.  In 1995 Scripps Cable
sold its Barbourville, Ky. system.

In 1994 customers of the Sacramento cable television system were awarded
special rebates in connection with litigation concerning the system's
pricing in the late 1980s.  The rebates and related legal fees totaled $3.0
million and reduced net income $1.7 million.  In the fourth quarter of 1994
Scripps Cable accrued $6.5 million as an estimate of the ultimate costs of
certain lawsuits.  The accrual reduced 1994 net income $4.0 million.

In 1992 management changed its estimate of a tax deduction related to the
redemption of a partnership interest in certain of Scripps Cable's cable
television systems.  The resulting change in the liability for prior year
income taxes decreased 1992 net income $8.4 million.  In the fourth quarter
of 1994 the Internal Revenue Service proposed adjustments related to
certain intangible assets and the redemption of the partnership interest.
Based upon the proposed adjustments management again changed its estimate
of the tax liabilities for prior years.  The resulting change in the
liability for prior year income taxes and the deferred income tax liability
increased 1994 net income $11.8 million.

In 1991 Scripps Cable settled a lawsuit alleging violations of antitrust
and unfair trade practice laws.  The settlement and related legal fees
totaled $12.0 million and reduced net income $7.9 million.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                        OPERATIONS OF SCRIPPS CABLE

Scripps Cable's revenues are primarily earned from subscriber fees for
basic, cable programming and premium television services (including pay-per-
view programming), and the rental of converters and remote control devices.
Historically Scripps Cable's revenue growth has been primarily achieved
through internal subscriber growth, acquisitions, and increases in rates
for services provided to cable television subscribers.  Regulations adopted
by the Federal Communications Commission ("FCC") pursuant to the 1992 Cable
Act have affected Scripps Cable's ability to increase rates for certain
subscriber services or to restructure its rates for certain services.  The
rate regulation, which is described more fully under "Revenues and Pricing"
in this Form 8-K, is generally intended to reduce subscriber rates and to
limit future rate increases for basic and certain other cable programming
services.

RESULTS OF OPERATIONS

Earnings before interest, income taxes, corporate management fees,
depreciation, and amortization ("EBITDA") is included in the discussion of
results of operations because:

   Changes in depreciation and amortization are often unrelated to current
   performance.  Management believes the year-over-year change in EBITDA is a
   more useful measure of year-over-year performance than the change in
   operating income because, combined with information on capital spending
   plans, it is a more reliable indicator of results that may be expected in
   future periods.

   Financial analysts use EBITDA to value cable television businesses.

   Acquisitions of cable television businesses are based on multiples of
   EBITDA.
                                     
 EBITDA should not, however, be construed as an alternative measure of the
 amount of Scripps Cable's income or cash flow from operating activities.
Combined results of operations are as follows:
( in thousands, except per subscriber                  (Unaudited) 
information )                                      For the nine months ended                       For the years ended
                                                       September 30,                                   December 31,        
                                                1995    Change      1994          1994   Change        1993    Change       1992
Operating revenues:                                                                                                               
     Basic and cable                                                                                                              
          programming services              $  137,092  10.8 %  $  123,730    $  165,682  (3.5)%   $  171,703   5.3 %   $  163,069
     Premium programming services               38,945   6.9 %      36,447        49,242   6.1 %       46,401   4.1 %       44,559
     Other monthly service                      13,055   2.6 %      12,720        17,422  19.2 %       14,611  12.4 %       13,002
     Advertising                                 9,428  19.0 %       7,925        11,367  28.2 %        8,870   5.7 %        8,394
     Installation and miscellaneous              9,335   6.4 %       8,773        11,643  14.1 %       10,207  12.2 %        9,094
                                                                                                                                  
Total operating revenues                       207,855   9.6 %     189,595       255,356   1.4 %      251,792   5.7 %      238,118
                                                                                                                                  
Operating expenses:                                                                                                               
     Employee compensation and benefits         32,359   5.5 %      30,673        41,343   5.4 %       39,237   2.4 %       38,332
     Program costs                              52,286  14.8 %      45,529        61,614  10.9 %       55,548   8.4 %       51,225
     Other                                      38,526  (0.5)%      38,722        52,271   1.0 %       51,747   9.5 %       47,267
     Depreciation and amortization              41,105  (7.1)%      44,264        57,331  (4.5)%       60,029   4.3 %       57,580
                                                                                                                                  
Total operating expenses                       164,276   3.2 %     159,188       212,559   2.9 %      206,561   6.3 %      194,404
                                                                                                                                  
Operating income                                                                                                                  
     excluding unusual items                    43,579  43.3 %      30,407        42,797  (5.4)%       45,231   3.5 %       43,714
Unusual items                                                      (2,993)       (9,493)                                          
                                                                                                                                  
Operating income                                43,579              27,414        33,304               45,231               43,714
Interest expense                              (25,823)            (25,295)      (33,789)             (29,805)             (30,934)
Corporate management fee                       (2,657)             (2,218)       (2,957)              (2,293)              (2,252)
Other credits (charges)                            812                (60)          (69)                (139)                (113)
Net gains                                        1,502                                                                            
Income taxes                                   (6,603)             (2,749)        10,590              (8,273)             (14,872)
                                                                                                                                  
Net income (loss)                           $   10,810          $  (2,908)    $    7,079           $    4,721           $  (4,457)
                                                                                                                                  
                                                                                                                                  
Other Financial and Statistical Data:                                                                                             
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
EBITDA excluding unusual items              $   84,684  13.4 %  $   74,671    $  100,128  (4.9)%   $  105,260   3.9 %   $  101,294
                                                                                                                                  
Percent of operating revenues:                                                                                                    
    Operating income                            21.0 %              16.0 %        16.8 %               18.0 %               18.4 %
    EBITDA                                      40.7 %              39.4 %        39.2 %               41.8 %               42.5 %
                                                                                                                                  
Capital expenditures                        $   30,119   4.8 %  $   28,753    $   41,616 (37.9)%   $   67,019  15.0 %   $   58,299
                                                                                                                                  
Average number of basic subscribers              750.0   5.3 %       712.5         717.7   4.9 %        684.3   4.2 %        656.7
                                                                                                                                  
Average monthly revenue                                                                                                           
    per basic subscriber                       $ 30.79   4.1 %     $ 29.57       $ 29.65  (3.3)%      $ 30.66   1.5 %      $ 30.22
                                                                                                                                  
Program costs as a percent                                                                                                        
    of basic and premium revenue                29.7 %              28.4 %        28.7 %               25.5 %               24.7 %
                                                                                                                                  
Homes passed at end of period                  1,184.4   1.8 %     1,163.0       1,170.0   2.0 %      1,146.8   1.6 %      1,128.8
                                                                                                                                  
Basic subscribers at end of period               758.5   4.8 %       724.1         739.2   5.4 %        701.0   4.1 %        673.1
                                                                                                                                  
Penetration at end of period                    64.0 %              62.3 %        63.2 %               61.1 %               59.6 %
The following items affected the comparability of the Scripps Cable reported
results of operations:

     In 1995 Scripps Cable sold its cable television system in
     Barbourville, Kentucky.  The sale resulted in a pre-tax gain of $1.5
     million, $0.9 million after-tax.

     In 1994 customers of the Sacramento cable television system were
     awarded special rebates in connection with litigation concerning the
     system's pricing in the late 1980s.  The rebates and related legal fees
     totaled $3.0 million and reduced 1994 nine month and full year net income
     $1.7 million.

     In the fourth quarter of 1994 Scripps Cable accrued $6.5 million as an
     estimate of the ultimate costs of certain lawsuits.  The accrual reduced
     1994 net income $4.0 million.

     In 1992 management changed its estimate of a tax deduction related to
     the redemption of a partnership interest in certain of Scripps Cable's
     cable television systems.  The resulting change in the liability for prior
     year income taxes decreased 1992 net income $8.4 million.  In the fourth
     quarter of 1994 the Internal Revenue Service proposed adjustments related
     to certain intangible assets and the redemption of the partnership
     interest.  Based upon the proposed adjustments management again changed its
     estimate of the tax liabilities for prior years.  The resulting change in
     the liability for prior year income taxes and the deferred income tax
     liability increased 1994 net income $11.8 million.

Rate regulations adopted by the FCC significantly affected Scripps Cable's
operating results in 1994 and in 1993.  The effects of price decreases
resulting from the regulations were partially offset by subscriber growth
in 1994.  After declining year-over-year for five straight quarters, EBITDA
increased in the fourth quarter of 1994 and in each quarter of 1995.

Program costs have increased due to the growth in the number of
subscribers, additional programming offered subscribers, and increased
costs to produce or purchase programming.  Program costs as a percentage of
basic and premium programming service revenues increased sharply in 1994
due to the full-year impact of rate regulation on revenues.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operating activities was $56.7 million in 1994, $65.4
million in 1993, and $51.4 million in 1992.  The decrease in 1994 was
primarily due to the effects of rate regulation.  Cash flow from operating
activities was $62.0 million for the nine months ended September 30, 1995
compared to $43.7 million in the 1994 nine month period.  The increase was
primarily due to improved operating performance.

In the third quarter of 1995 Scripps Cable reached an agreement to acquire
cable television systems adjacent to its Knoxville and Chattanooga systems
for $62.5 million.  The acquisition is expected to be completed by the
first quarter of 1996.  Scripps Cable invests heavily in its cable plant,
continually replacing and modernizing its technology by rebuilding and
upgrading its systems with fiber optic cable.  Capital expenditures
decreased in 1994 as the rebuilds of the Knoxville and Chattanooga systems
were substantially completed.  Acquisitions of cable television systems and
capital expenditures are financed through cash flow from operating
activities and, if necessary, additional advances.
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders,
The E.W. Scripps Company:

We have audited the accompanying combined balance sheets of The E.W.
Scripps Company ("EWS") Cable Television Operations ("Scripps Cable") (see
Note 1) as of December 31, 1994 and 1993, and the related combined
statements of income and retained earnings and of cash flows for each of
the three years in the period ended December 31, 1994. These financial
statements are the responsibility of EWS's management.  Our responsibility
is to express an opinion on the 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, such combined financial statements present fairly, in all
material respects, the financial position of Scripps Cable at December 31,
1994 and 1993, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 1994 in conformity
with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
Cincinnati, Ohio
November 9, 1995
SCRIPPS CABLE                                                                                                             
COMBINED BALANCE SHEETS
( in thousands )                                                              (Unaudited)                           
                                                                             September 30,             December 31,          
                                                                                 1995              1994           1993
ASSETS                                                                                                              
CURRENT ASSETS :                                                                                                          
Cash and cash equivalents                                                   $         970    $       2,103   $       2,096
Accounts receivable (less allowances -                                             11,532            9,914           7,850
$1,355, $1,115, and $1,267)
Inventories                                                                        15,314           10,433          14,379
Refundable property taxes                                                                           10,400           7,580
Deferred income taxes                                                               5,421            5,401           4,896
Miscellaneous                                                                       1,855            3,186           3,365
Total current assets                                                               35,092           41,437          40,166
                                                                                                                          
PROPERTY, PLANT, AND EQUIPMENT :                                                                                          
Land and improvements                                                               3,700            3,704           2,087
Buildings and improvements                                                          9,577            9,230           8,872
Equipment                                                                         570,544          548,275         520,354
Total property, plant, and equipment                                              583,821          561,209         531,313
Less accumulated depreciation                                                     295,410          266,980         230,807
Net property, plant, and equipment                                                288,411          294,229         300,506
                                                                                                                          
GOODWILL AND OTHER INTANGIBLE ASSETS :                                                                                    
Goodwill                                                                           40,885           40,671          12,848
Non-competition agreements                                                          5,800            5,800          13,400
Franchise costs                                                                   159,273          159,541         159,452
Customer lists                                                                      1,719            1,719           1,719
Other intangible assets                                                             7,100            7,053           7,053
Total goodwill and other intangible assets                                        214,777          214,784         194,472
Less accumulated amortization                                                     119,502          113,067         109,177
Net goodwill and other intangible assets                                           95,275          101,717          85,295
                                                                                                                          
OTHER ASSETS                                                                          623              993           4,097
                                                                                                                          
TOTAL ASSETS                                                                $     419,401    $     438,376   $     430,064

See notes to combined financial statements.
SCRIPPS CABLE                                                                                                             
COMBINED BALANCE SHEETS
( in thousands )                                                              (Unaudited)                           
                                                                              September 30,           December 31,          
                                                                                 1995              1994           1993
LIABILITIES AND STOCKHOLDER'S DEFICIENCY                                                                                  
CURRENT LIABILITIES :                                                                                                     
Accounts payable                                                            $      13,607    $      14,915   $      12,773
Customer deposits and unearned revenue                                              2,401            3,089           1,005
Accrued liabilities :                                                                                                     
      Employee compensation and benefits                                            1,398            1,276             237
      Copyright and programming costs                                               7,302            7,312           6,507
      Commitments and contingencies                                                 6,500            6,500                
      Property taxes                                                                3,159            1,674           1,591
      Interest on advances from parent company                                      1,618            1,618           1,635
      Income taxes                                                                  6,966            (437)           1,843
      Miscellaneous                                                                 5,688            5,632           7,287
Total current liabilities                                                          48,639           41,579          32,878
                                                                                                                          
DEFERRED INCOME TAXES                                                              79,737           80,622          66,701
                                                                                                                          
ADVANCES FROM PARENT COMPANY                                                      303,371          336,332         324,979
                                                                                                                          
OTHER LONG-TERM OBLIGATIONS                                                         9,490           12,489          45,231
                                                                                                                          
STOCKHOLDER'S DEFICIENCY :                                                                                                
Capital stock                                                                       1,801            1,801           1,801
Additional paid-in capital                                                         35,144           35,144          35,144
Retained earnings (deficit)                                                      (58,781)         (69,591)        (76,670)
Total stockholder's deficiency                                                   (21,836)         (32,646)        (39,725)
                                                                                                                          
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCY                              $     419,401    $     438,376   $     430,064
                                                                                                                
                                                                                                                          
See notes to combined financial statements.
SCRIPPS CABLE                                                                                                                   
COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS
( in thousands )                                          (Unaudited)                                                             
                                                   For the nine months ended                          For the years ended
                                                          September 30,                                   December 31,
                                                       1995             1994              1994              1993          1992
OPERATING REVENUES :                                                                                                            
Basic services                                  $         137,092   $   123,730    $        165,682    $   171,703   $   163,069
Premium programming services                               38,945        36,447              49,242         46,401        44,559
Other monthly services                                     13,055        12,720              17,422         14,611        13,002
Advertising                                                 9,428         7,925              11,367          8,870         8,394
Installation and miscellaneous                              9,335         8,773              11,643         10,207         9,094
Total operating revenues                                  207,855       189,595             255,356        251,792       238,118
                                                                                                                                
OPERATING EXPENSES :                                                                                                            
Employee compensation and benefits                         32,359        30,673              41,343         39,237        38,332
Cable television programming costs                         52,286        45,529              61,614         55,548        51,225
Other operating expenses                                   38,526        41,715              61,764         51,747        47,267
Depreciation and amortization                              41,105        44,264              57,331         60,029        57,580
Total operating expenses                                  164,276       162,181             222,052        206,561       194,404
                                                                                                                                
OPERATING INCOME                                           43,579        27,414              33,304         45,231        43,714
                                                                                                                                
OTHER CREDITS (CHARGES) :                                                                                                       
Interest on advances from parent company                 (25,571)      (25,038)            (33,447)       (28,916)      (30,479)
Other interest expense                                      (252)         (257)               (342)          (889)         (455)
Corporate management fee                                  (2,657)       (2,218)             (2,957)        (2,293)       (2,252)
Gain on sale of cable television system                     1,502                                                               
Miscellaneous, net                                            812          (60)                (69)          (139)         (113)
Net other credits (charges)                              (26,166)      (27,573)            (36,815)       (32,237)      (33,299)
                                                                                                                                
INCOME (LOSS) BEFORE INCOME TAXES                          17,413         (159)             (3,511)         12,994        10,415
                                                                                                                                
PROVISION (CREDIT) FOR INCOME TAXES                         6,603         2,749            (10,590)          8,273        14,872
                                                                                                                                
NET INCOME (LOSS)                                          10,810       (2,908)               7,079          4,721       (4,457)
                                                                                                                                
RETAINED EARNINGS (DEFICIT) :                                                                                                   
Beginning of year                                        (69,591)      (76,670)            (76,670)       (81,391)      (76,934)
                                                                                                                                
End of period                                   $        (58,781)   $  (79,578)    $       (69,591)    $  (76,670)   $  (81,391)
                                                                                                                                
                                                                                                                                
See notes to combined financial statements.
SCRIPPS CABLE                                                                                                                   
COMBINED STATEMENTS OF CASH FLOWS
( in thousands )                                           (Unaudited)                                                             
                                                   For the nine months ended                        For the years ended
                                                           September 30,                                 December 31,  
                                                       1995             1994              1994              1993          1992
Cash Flows From Operating Activities:                                                                                           
Net income (loss)                               $          10,810   $   (2,908)    $          7,079    $     4,721   $   (4,457)
Adjustments to reconcile net income (loss)                                                                                      
     to net cash flows from operating                                                                                           
       activities:
     Depreciation and amortization                         41,105        44,264              57,331         60,029        57,580
     Gain on sale of cable television system              (1,502)                                                               
     Deferred income taxes                                  (905)            69               (657)        (3,866)       (4,513)
     Adjustment of liability for prior year                                                (11,800)                        8,400
       income taxes
     Payment of prior year income taxes to                                                  (7,400)                             
       Scripps
     Prepaid franchise fees                                 1,932         1,932               2,574          2,574         2,574
     Refundable property taxes                             10,400       (2,820)             (2,820)        (3,788)       (3,792)
     Commitments and contingencies                                                            6,500                             
     Changes in certain working capital                     1,892         1,498               4,262          6,504       (9,811)
        accounts
     Miscellaneous, net                                   (1,778)         1,657               1,629          (809)         5,383
Net operating activities                                   61,954        43,692              56,698         65,365        51,364
                                                                                                                                
Cash Flows From Investing Activities:                                                                                           
Additions to property, plant, and equipment              (30,119)      (28,753)            (41,616)       (67,019)      (58,299)
Additions to intangible assets                               (78)          (15)                (89)           (62)         (759)
Purchase of subsidiary companies                                                                                                
     and minority interests                                 (259)      (26,361)            (26,501)        (7,121)       (2,471)
Miscellaneous, net                                          2,830          (62)               2,037          3,377           244
Net investing activities                                 (27,626)      (55,191)            (66,169)       (70,825)      (61,285)
                                                                                                                                
Cash Flows From Financing Activities:                                                                                           
Increases in advances from parent company                                15,525              13,455          8,613         9,264
Payments on long-term debt                                                                                    (71)         (119)
Payments on advances from parent company                 (32,961)       (1,557)             (2,102)        (1,906)       (1,728)
Miscellaneous, net                                        (2,500)       (1,250)             (1,875)          (593)           (9)
Net financing activities                                 (35,461)        12,718               9,478          6,043         7,408
                                                                                                                                
Increase (Decrease) in Cash and Cash                      (1,133)         1,219                   7            583       (2,513)
Equivalents
                                                                                                                                
Cash and Cash Equivalents:                                                                                                      
Beginning of year                                           2,103         2,096               2,096          1,513         4,026
                                                                                                                                
End of period                                   $             970   $     3,315    $          2,103    $     2,096   $     1,513
                                                                                                                                
Supplemental Cash Flow Disclosures:                                                                                             
Interest paid                                   $          25,722   $    25,044    $         33,472    $    29,821   $    30,514
Income taxes paid                                             705         4,064              10,947          8,582        11,772
                                                                                                                                
See notes to combined financial statements.
SCRIPPS CABLE
NOTES TO COMBINED FINANCIAL STATEMENTS

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The combined financial statements of The E.W.
Scripps Company ("Scripps") Cable Television Operations ("Scripps Cable") 
include EWS Cable Company ("EWSCC") - 100 shares of no-par capital stock 
authorized, 50 shares issued and outstanding; L-R Cable Company ("LRCC") - 
100 shares of no-par capital stock authorized, 50 shares issued and 
outstanding; Scripps Howard Cable Company ("SHCC") - 100 shares of no-par 
capital stock authorized, 80 shares issued and outstanding; and Scripps 
Howard Cable Company of Sacramento ("SHCCS") - 2,000 shares of no-par 
capital stock authorized, 100 shares issued and outstanding.

EWSCC and LRCC are wholly-owned subsidiaries of Scripps Howard, Inc. ("SHI").  
SHCC and SHCCS are wholly-owned subsidiary companies of Scripps Howard 
Broadcasting Company ("SHB").  Prior to 1993 SHB was 86%-owned by SHI.  
SHI acquired 5.7% of the outstanding shares of SHB in 1993 and Scripps 
acquired the remaining minority interest in SHB in 1994 (see Note 2).

The historical basis in assets and liabilities of the cable television
systems has been carried over.  The historical combined financial
statements do not necessarily reflect the results of operations or
financial position that would have existed if Scripps Cable were an
independent company.  SHI provides certain legal, treasury, accounting,
tax, risk management and other corporate services to Scripps Cable (see
Note 7).

Nature of Business - Scripps Cable operates cable television systems in
several states in the southeastern United States, Colorado, and Sacramento,
California.

Unaudited Interim Financial Statements - The combined financial statements
as of September 30, 1995 and for the nine months ended September 30, 1995
and 1994 are unaudited.  In management's opinion the interim financial
statements include all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of the financial position
and results of operations and cash flows for these periods.

The results for the interim periods are not necessarily indicative of the
results that may be expected for the full year.

Cash and Cash Equivalents - Cash and cash equivalents represent cash on
hand, bank deposits, and highly liquid debt instruments with an original
maturity of up to three months.  Cash equivalents are stated at cost plus
accrued interest, which approximates fair value (see Note 7).

Inventories - Inventories include converters, remote controls, and supplies
used to install and maintain cable television services.  Inventories are
stated at the lower of cost or market. Cost is computed using the first in,
first out ("FIFO") method.
Property, Plant, and Equipment - Property, plant, and equipment is recorded
at cost.  Costs of constructing transmission and distribution systems are
capitalized.  Maintenance and repairs are expensed as incurred.

Depreciation is computed using the straight-line method over estimated
useful lives as follows:

Buildings and improvements                                  35 years
Cable television transmission and distribution systems      10 to 15 years
Other cable television equipment                             5 to 10 years
Office and other equipment                                   3 to 10 years

Goodwill and Other Intangible Assets - Goodwill and other intangible assets
are stated at the lower of unamortized cost or fair value.  At each balance
sheet date management reviews the realizability of goodwill and other
intangible assets based upon undiscounted estimated future net cash flows
of regional groupings of cable television systems.  An impairment loss is
recognized when the unamortized cost of the assets of a grouping of cable
television systems exceeds the undiscounted estimated future net cash
flows.

Goodwill represents the cost of acquisitions in excess of tangible assets
and identifiable intangible assets received and also includes the excess of
cost over book value of shares purchased from minority SHB shareholders
allocated to Scripps Cable.  Goodwill is amortized on the straight-line
basis over periods of up to forty years.

Cable television franchises are amortized on the straight-line basis
generally over the remaining terms of acquired cable systems' franchise
agreements.  Non-competition agreements are amortized on the straight-line
basis over the terms of the agreements.  Other intangible assets are
amortized on the straight-line basis over estimated useful lives not
exceeding forty years.

Income Taxes - Scripps Cable is included in the consolidated federal tax
return of Scripps.

The provision (credit) for income taxes is generally prepared as if Scripps
Cable filed a separate return, however tax benefits for taxable losses and
other deductions that would be limited if Scripps Cable were an independent
company are recognized currently if such losses and benefits are utilized
in the consolidated Scripps provision.

Deferred income taxes are provided for temporary differences between the
tax basis and reported amounts of assets and liabilities that will result
in taxable or deductible amounts in future years.  Scripps Cable's
temporary differences primarily result from accelerated depreciation and
amortization for tax purposes and accrued expenses not deductible for tax
purposes until paid.

Postemployment Benefits - Scripps adopted FAS No. 106 - Employers'
Accounting for Postretirement Benefits Other Than Pensions in 1992.
Postretirement benefits are recognized during the years that employees
render service.  Scripps Cable has no significant postretirement benefit
obligations.  Other postemployment benefits, such as disability-related
benefits and severance, are recognized when the benefits become payable.

Self-Insurance - Scripps is primarily self-insured for employee health,
workers' compensation, and general liability insurance.  Self-insurance
liabilities are estimated based upon claims filed and estimated claims
incurred but not reported.  The cost of such insurance is allocated to
Scripps Cable based upon estimated claims.  The self-insurance liabilities
are not discounted and are classified as Advances From Parent Company in
the accompanying Combined Balance Sheets.

Revenue Recognition - Scripps Cable bills its customers in advance and
recognizes revenue as cable television services are provided.  Credit risk
is managed by disconnecting services to delinquent customers.  Installation
revenues are generally less than direct selling and installation costs and
are recognized on the date of installation.
2.   ACQUISITIONS AND DIVESTITURES
 
Acquisitions
In the third quarter of 1995 SHB reached an agreement to acquire cable
television systems adjacent to the Knoxville and Chattanooga systems for
$62,500,000.
 
Scripps Cable acquired several cable television systems adjacent to
existing service areas in the three years ended December 31, 1994.
 
In 1993 SHI acquired 5.7% of the outstanding shares of SHB and in 1994
Scripps acquired the remaining minority interest in SHB.  The excess of
the cost over the book value of the shares related to SHB's cable
television operations has been recorded as goodwill by Scripps Cable.

The following table presents additional information about the acquisitions:
( in thousands )                                          (Unaudited)                                                             
                                                   For the nine months ended                      For the years ended
                                                          September 30,                                December 31,
                                                       1995             1994              1994              1993          1992
Goodwill and other intangible assets acquired   $             167 $         158 $               233 $          161 $         600
Other assets acquired                                          92            87                 152             90         1,990
Liabilities assumed                                                                                                        (119)
                                                                                                                                
Total cable television system acquisitions                    259           245                 385            251         2,471
Excess of cost over book value of SHB stock                                                                                     
     allocated to Scripps Cable and paid to SHI                          26,116              26,116          6,870              
                                                                                                                                
Total                                           $             259 $      26,361 $            26,501 $        7,121 $       2,471
The acquisitions have been accounted for as purchases.  The acquired
operations have been included in the Combined Statements of Income from
the dates of acquisition.  Pro forma results are not presented because
the combined results of operations would not be significantly different
from the reported amounts.
  
  
Divestitures
In 1995 Scripps Cable sold its cable television system in Barbourville,
Kentucky.  The sale resulted in a pre-tax gain of $1,502,000.
3.INCOME TAXES
  
The IRS is currently examining Scripps' consolidated income tax returns for
the years 1988 through 1991.  In 1995 Scripps reached agreement with the
IRS to settle the audits of its 1985 through 1987 tax returns.  There was
no charge to income as a result of the settlement.

In 1992 management changed its estimate of a tax deduction received in the
redemption of a partnership interest in certain of its cable television
systems.  The resulting change in the liability for prior year income taxes
decreased net income $8,400,000.   In 1994 the IRS proposed adjustments
related to certain intangible assets and the redemption of the partnership
interest.  Based upon the proposed adjustments management again changed its
estimate of the tax liabilities for prior years.  The resulting change in
the liability for prior year income taxes and the deferred income tax
liability increased 1994 net income $11,800,000.

Management believes that adequate provision for income taxes has been made
for all open years.

The approximate effects of the temporary differences giving rise to Scripps
Cable's deferred income tax liabilities (assets) are as follows:
( in thousands )                                                                                                    
                                                                                                        December 31,          
                                                                                                   1994           1993
Accelerated depreciation and amortization                                                    $      85,870   $      71,516
Commitments and contingencies                                                                      (2,470)                
Refundable property taxes                                                                                          (2,900)
Other temporary differences, net                                                                   (1,892)         (1,027)
                                                                                                                          
Total                                                                                               81,508          67,589
State net operating loss carryforwards                                                             (8,949)         (7,516)
Valuation allowance for state deferred tax assets                                                    2,662           1,732
                                                                                                                          
Net deferred tax liability                                                                   $      75,221   $      61,805
Scripps Cable's state net operating loss carryforwards expire from 2000
through 2019.  In 1992 the state of Tennessee extended the loss
carryforward period to 15 years and management reduced its estimate of the
valuation allowance increasing net income $3,600,000.
The provision (credit) for income taxes is as follows:
( in thousands )                                                                                                            
                                                                                                   For the years ended 
                                                                                                         December 31,
                                                                                          1994              1993          1992
Current:                                                                                                                        
     Federal                                                                       $       (10,290)    $    11,905   $    18,431
     State and local                                                                            357            234           954
                                                                                                                                
Total current                                                                               (9,933)         12,139        19,385
                                                                                                                                
Deferred:                                                                                                                       
     Federal                                                                                (2,482)        (4,141)         (744)
     State and local                                                                          1,825            275       (3,769)
                                                                                                                                
Total deferred                                                                                (657)        (3,866)       (4,513)
                                                                                                                                
Total income tax provision (credit)                                                $       (10,590)    $     8,273   $    14,872
The difference between the statutory rate for federal income tax and the
effective income tax rate is as follows:
For the years ended
                                                                                                        December 31,
                                                                                          1994              1993          1992
Statutory rate                                                                              (35.0)%         35.0 %         34.0 %
Effect of:                                                                                                                      
     State and local income taxes                                                              41.0            2.6        (17.9)
     Amortization not deductible for tax purposes                                              30.3           17.8          44.5
     Increase in tax rate to 35% on deferred tax liabilities                                                  10.5              
     Change in estimated tax basis and lives of certain assets                              (336.3)                         80.7
     Miscellaneous                                                                            (1.6)          (2.2)           1.5
                                                                                                                                
Effective income tax rate                                                                  (301.6)%         63.7 %        142.8 %
4.ADVANCES FROM PARENT COMPANY
  
Advances from parent company consisted of the following at December 31:
( in thousands )                                                                                                    
                                                                                                      December 31,          
                                                                                                   1994           1993
9.5% note, due to Scripps through 2017                                                       $     127,019   $     128,504
11% note, due to Scripps through 2017                                                               66,806          67,423
Variable rate borrowings from SHI                                                                  142,507         129,052
                                                                                                                          
Total advances                                                                               $     336,332   $     324,979
Scripps Cable has a variable rate borrowing agreement with SHI.  Interest
on the borrowings is charged at 1% over the prime interest rate.  SHI also
manages Scripps Cable's daily flow of cash (see Note 7).  Net cash
deficiencies are included in variable rate borrowings.  Interest on cash
deficiencies is charged at SHI's short-term borrowing rate.

Scheduled maturities of the 9.5% and 11% notes are as follows:  1995,
$2,319,000; 1996, $2,558,000; 1997, $2,822,000; 1998, $3,114,000; 1999,
$3,436,000; and later years, $179,576,000.  All advances are classified as
non-current as such amounts can be refinanced on a long-term basis.
5.EMPLOYEE BENEFIT PLANS
  
SHI sponsors a defined benefit plan covering substantially all employees of
Scripps Cable.  Benefits are generally based on the employees' compensation
and years of service.  Funding is based on the requirements of the plan and
applicable federal laws.

SHI also sponsors a defined contribution plan covering substantially all
employees of Scripps Cable.  Scripps Cable matches a portion of employees'
voluntary contributions to the plan.

Retirement plans expense allocated to Scripps Cable consisted of the
following:
( in thousands )                                                                                                            
                                                                                                For the years ended
                                                                                                       December 31, 
                                                                                          1994              1993          1992
Service cost                                                                       $            684    $       615   $       450
Interest cost                                                                                   321            284           240
Actual return on plan assets                                                                   (20)             67            30
Net amortization and deferral                                                                    58           (43)            80
                                                                                                                                
Defined benefit plan                                                                          1,043            923           800
Defined contribution plan                                                                       429            373           346
                                                                                                                                
Total retirement plans expense                                                     $          1,472    $     1,296   $     1,146
Assumptions used in the accounting for the defined benefit plan were 
as follows:
For the years ended
                                                                                                        December 31,
                                                                                          1994              1993          1992
Discount rate as of December 31                                                                8.5%           7.0%          8.0%
Expected long-term rate of return on plan assets                                               9.5%           8.0%          9.0%
Rate of increase in compensation levels                                                        5.0%           3.5%          4.5%
Scripps Cable's allocation of the funded status of the defined benefit 
plan at December 31 was as follows:
( in thousands )                                                                                                            
                                                                                                  For the years ended
                                                                                                        December 31,
                                                                                          1994              1993          1992
Actuarial present value of projected benefits                                      $          4,462    $     4,631   $     3,579
Plan assets at fair value                                                                     2,411            851           891
                                                                                                                                
Projected benefits in excess of plan assets                                        $          2,051    $     3,780   $     2,688
Plan assets primarily consist of marketable equity and fixed-income
securities.
6.COMMITMENTS AND CONTINGENCIES
  
In 1994 Scripps Cable accrued $6,500,000 as an estimate of the ultimate
costs of certain lawsuits.  Scripps Cable is also involved in other
litigation arising in the ordinary course of business, none of which is
expected to result in material loss.

In 1994 customers of the Sacramento cable television system were awarded
special rebates in connection with litigation concerning the system's
pricing in the late 1980s.  The rebates and related legal fees totaled
$2,993,000.

Minimum payments on non-cancelable leases at December 31, 1994 were as
follows:  1995, $415,000; 1996, $214,000; 1997, $195,000; 1998, $170,000;
1999, $134,000; and later years, $710,000.

Rental expense for cancelable and non-cancelable leases was as follows:
1994, $3,790,000; 1993, $4,270,000; and 1992, $4,000,000.

7.PARENT COMPANY RELATIONSHIP

Scripps Cable participates in SHI's controlled disbursement system, where
the bank sends daily notification of checks presented for payment.  SHI
transfers funds from other sources to cover checks presented for payment.
This program generally results in book overdrafts as a result of checks
outstanding.  These book overdrafts have been classified as Accounts
Payable in the Combined Balance Sheets.

SHI also manages Scripps Cable's daily flow of cash.  Cash excesses or
deficiencies earn or incur interest at appropriate short-term market rates.
Cash deficiencies are classified as Advances From Parent Company in the
accompanying Combined Balance Sheets (see Note 4).

The balance of advances, including cash deficiencies, at December 31, 1994
and 1993 was $336,332,000 and $324,979,000.  Interest charged on advances
and cash deficiencies was $33,447,000 in 1994, $28,916,000 in 1993, and
$30,479,000 in 1992.  Interest accrued on the advances at December 31 was
$1,618,000 in 1994 and $1,635,000 in 1993.

The federal tax provision (credit) allocated to Scripps Cable was
($12,772,000) in 1994, $7,764,000 in 1993, and $17,687,000 in 1992.  The
current federal income tax payable (receivable) at December 31 was
($350,000) in 1994 and $2,510,000 in 1993.

Scripps Cable also purchases certain materials and services from SHI. The
prices charged are generally equal to prices that Scripps Cable would have
been able to negotiate on its own.  SHI also provides management services
to all of its subsidiaries.  Scripps Cable's share of the cost of such
services was $2,957,000 in 1994, $2,293,000 in 1993, and $2,252,000 in
1992.

8. PROPOSED TRANSACTION
                                     
In October 1995 Scripps reached a definitive agreement that will result in
Scripps Cable being owned by Comcast Corporation ("Comcast") through a tax-
free transaction.  In the transaction Scripps will transfer to its
shareholders ownership of its non-cable operations in a separate entity
("New Scripps").  Following the transaction each Scripps shareholder will
receive one share in New Scripps and shares of Comcast in exchange for each
share of Scripps owned prior to the transaction.  The number of Comcast
shares received by Scripps shareholders will depend upon the market price
of Comcast shares during a specified period shortly prior to closing.
                                     
The transaction is expected to close in 1996 and is conditioned upon, among
other things, approval by Scripps and Comcast shareholders.  Controlling
shareholders in Scripps and Comcast have agreed to vote in favor of the
transaction.

Certain liabilities included in these combined financial statements will
not be assumed by Comcast.  At September 30, 1995 those liabilities totaled
approximately $331,400,000.
FINANCIAL STATEMENTS AND FINANCIAL INFORMATION

See index to financial statements at page F-1 of this 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 :  December 28, 1995    By:  /s/ D. J. Castellini

                                  D. J. Castellini
                                  Senior Vice President, Finance &
                                  Administration
THE E.W. SCRIPPS COMPANY
                                     
          Index to Financial Statements and Financial Information

Item No.                                                       Page

THE E.W. SCRIPPS COMPANY
(A)  1.  Selected Financial Data                                 27

     2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations                     29

     3.  Independent Auditors' Report                            38

     4.  Consolidated Balance Sheets                             39

     5.  Consolidated Statements of Income
             and Retained Earnings                               41

     6.  Consolidated Statements of Cash Flows                   42

     7.  Consolidated Statements of Stockholders' Equity         43

     8.  Notes to Consolidated Financial Statements              44

     9.  Valuation and Qualifying Accounts                       63

SCRIPPS CABLE
(B)  1.  Selected Financial Data                                 69

     2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations of Scripps Cable    70

     3.  Independent Auditors' Report                            73

     4.  Combined Balance Sheets                                 74

     5.  Combined Statements of Income                           76

     6.  Combined Statements of Cash Flows                       77

     7.  Notes to Combined Financial Statements                  78
THE E.W. SCRIPPS COMPANY
                                     
                 Index to Pro Forma Financial Information
                                     

Item No.                                                         Page

(B)  1.  Pro Forma Balance Sheet as of September 30, 1995.       P - 2

     2.  Pro Forma Statements of Income for the Nine Months 
          Ended September 30, 1995.                              P - 4

     3.  Pro Forma Statements of Income for the Year Ended
          December 31, 1994.                                     P - 5

     4.  Notes to Pro Forma Financial Information.               P - 6
THE E.W. SCRIPPS COMPANY                                                                                                        
PRO FORMA BALANCE SHEET                                                                                                         
AS OF SEPTEMBER 30, 1995
( in thousands )                                                                                                               
                                                                REPORTED        SCRIPPS       PRO FORMA             PRO FORMA  
                                                                AMOUNTS         CABLE         ADJUSTMENTS           AMOUNTS
ASSETS                                                                                                                         
CURRENT ASSETS:                                                                                                                 
     Cash and cash equivalents                              $       14,579   $       970   $         970  (A)                   
                                                                                                 (3,823)  (F)                   
                                                                                                 (8,000)  (D)    $       2,756  
     Short-term investments                                         38,000                      (38,000)  (F)                   
     Accounts and notes receivable                                 159,464        12,887                               146,577  
         Less allowances                                             5,377         1,355                                 4,022  
     Net accounts and notes receivable                             154,087        11,532                               142,555  
     Program rights and production costs                            46,199                                              46,199  
     Refundable income taxes                                        23,255                                              23,255  
     Inventories                                                    31,790        15,314                                16,476  
     Deferred income taxes                                          23,771         5,421                                18,350  
     Miscellaneous                                                  22,651         1,855                                20,796  
     Total current assets                                          354,332        35,092        (48,853)               270,387  
                                                                                                                                
INVESTMENTS                                                         52,375           267                                52,108  
                                                                                                                                
PROPERTY, PLANT, AND EQUIPMENT                                                                                                  
     Land and improvements                                          43,460         3,700                                39,760  
     Buildings and improvements                                    190,730         9,577                               181,153  
     Equipment                                                   1,080,825       570,544                               510,281  
     Total property, plant, and equipment                        1,315,015       583,821                               731,194  
     Less accumulated depreciation                                 602,111       295,410                               306,701  
     Net property, plant, and equipment                            712,904       288,411                               424,493  
                                                                                                                                
GOODWILL AND OTHER INTANGIBLE ASSETS                                                                                            
     Goodwill and other intangible assets                          867,783       214,777                               653,006  
     Less accumulated amortization                                 271,804       119,502                               152,302  
     Net goodwill and other intangible assets                      595,979        95,275                               500,704  
                                                                                                                                
OTHER ASSETS:                                                                                                                   
     Program rights and production costs (less current              55,577                                              55,577  
        portion)
     Miscellaneous                                                   9,907           356                                 9,551  
     Total other assets                                             65,484           356                                65,128  
                                                                                                                                
TOTAL ASSETS                                                $    1,781,074   $   419,401   $    (48,853)         $   1,312,820
THE E.W. SCRIPPS COMPANY                                                                                                        
PRO FORMA BALANCE SHEET                                                                                                         
AS OF SEPTEMBER 30, 1995
( in thousands )                                                                                                               
                                                                REPORTED        SCRIPPS       PRO FORMA             PRO FORMA  
                                                                AMOUNTS         CABLE         ADJUSTMENTS           AMOUNTS
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                            
CURRENT LIABILITIES:                                                                                                            
    Current portion of long-term debt                       $       47,043                 $      23,460  (F)    $      70,503  
    Accounts payable                                                91,414   $    13,607           3,061  (A)           80,868  
    Customer deposits and unearned revenue                          23,248         2,401                                20,847  
    Accrued liabilities:                                                                                                        
        Employee compensation and benefits                          31,322         1,398                                29,924  
        Artist and author royalties                                  9,277                                               9,277  
        Copyright and programming costs                              7,523         7,302                                   221  
        Interest                                                     2,297         1,618           1,618  (A)                   
                                                                                                 (1,323)  (E)              974  
        Income taxes                                                 2,345         6,966           6,966  (A)            2,345  
        Miscellaneous                                               47,243        15,347           7,500  (A)           39,396  
    Total current liabilities                                      261,712        48,639          41,282               254,355  
                                                                                                                                
DEFERRED INCOME TAXES                                              161,393        79,737         (2,850)  (A)           78,806  
                                                                                                                                
ADVANCES FROM PARENT COMPANY                                                     303,371         303,371  (A)                   
                                                                                                                                
LONG-TERM DEBT (LESS CURRENT PORTION)                               63,461                      (61,272)  (E)            2,189  
                                                                                                                                
OTHER LONG-TERM OBLIGATIONS AND MINORITY INTERESTS                 133,461         9,490           8,900  (A)          132,871  
                                                                                                                                
STOCKHOLDERS' EQUITY                                             1,161,047      (21,836)       (338,284)  (D)          844,599  
                                                                                                                                
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $    1,781,074   $   419,401  $     (48,853)         $   1,312,820
THE E.W. SCRIPPS COMPANY                                                                                                        
PRO FORMA STATEMENT OF INCOME                                                                                                   
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
( in thousands, except per share data )                                                                                        
                                                                REPORTED        SCRIPPS       PRO FORMA             PRO FORMA  
                                                                AMOUNTS          CABLE       ADJUSTMENTS             AMOUNTS
OPERATING REVENUES:                                                                                                             
    Advertising                                             $      337,234                                       $     337,234  
    Circulation                                                     93,242                                              93,242  
    Other newspaper revenue                                         38,156                                              38,156  
    Total newspapers                                               468,632                                             468,632  
    Broadcasting                                                   211,711                                             211,711  
    Cable television                                               207,855   $   207,855                                        
    Entertainment                                                   68,964                                              68,964  
    Total operating revenues                                       957,162       207,855                               749,307  
                                                                                                                                
OPERATING EXPENSES:                                                                                                             
    Employee compensation and benefits                             285,273        32,359                               252,914  
    Program rights and production costs                             94,436        52,286                                42,150  
    Newsprint and ink                                               88,260                                              88,260  
    Other operating expenses                                       227,799        38,526   $       1,402  (G)                   
                                                                                                     547  (B)          191,222  
    Depreciation                                                    69,089        34,712             100  (G)           34,477  
    Amortization of intangible assets                               21,548         6,393                                15,155  
    Total operating expenses                                       786,405       164,276           2,049               624,178  
                                                                                                                                
OPERATING INCOME                                                   170,757        43,579         (2,049)               125,129  
                                                                                                                                
OTHER CREDITS (CHARGES):                                                                                                        
    Interest on advances from parent                                            (25,571)        (25,571)  (B)                   
    Interest expense                                               (8,875)         (252)           3,402  (E)                   
                                                                                                 (1,818)  (F)          (7,039)  
    Corporate management fees                                                    (2,657)         (2,657)  (B)                   
    Miscellaneous, net                                               3,415         2,314         (1,294)  (F)                   
                                                                                                   1,502  (G)            1,309  
    Net other credits (charges)                                    (5,460)      (26,166)        (26,436)               (5,730)  
                                                                                                                                
                                                                                                                                
INCOME BEFORE TAXES AND MINORITY INTERESTS                         165,297        17,413        (28,485)               119,399  
                                                                                                                                
PROVISION FOR INCOME TAXES                                          69,823         6,603        (10,824)  (C)           52,396  
                                                                                                                                
INCOME BEFORE MINORITY INTERESTS                                    95,474        10,810        (17,661)                67,003  
                                                                                                                                
MINORITY INTERESTS                                                   2,587                                               2,587  
                                                                                                                                
NET INCOME                                                  $       92,887   $    10,810   $    (17,661)         $      64,416  
                                                                                                                                
                                                                                                                                
AVERAGE WEIGHTED SHARES                                             79,930        79,930          79,930                79,930  
                                                                                                                                
EARNINGS PER SHARE                                                   $1.16          $.14          ($.22)                  $.81
THE E.W. SCRIPPS COMPANY                                                                                                        
PRO FORMA STATEMENT OF INCOME                                                                                                   
FOR THE YEAR ENDED DECEMBER 31, 1994
( in thousands, except per share data )                                                                                        
                                                                REPORTED        SCRIPPS       PRO FORMA             PRO FORMA  
                                                                AMOUNTS          CABLE       ADJUSTMENTS             AMOUNTS
OPERATING REVENUES:                                                                                                             
    Advertising                                             $      433,551                                       $     433,551  
    Circulation                                                    116,684                                             116,684  
    Other newspaper revenue                                         52,703                                              52,703  
    Total newspapers                                               602,938                                             602,938  
    Broadcasting                                                   288,184                                             288,184  
    Cable television                                               255,356   $   255,356                                        
    Entertainment                                                   73,473                                              73,473  
    Total operating revenues                                     1,219,951       255,356                               964,595  
                                                                                                                                
OPERATING EXPENSES:                                                                                                             
    Employee compensation and benefits                             359,972        41,343                               318,629  
    Program rights and production costs                            121,696        61,614                                60,082  
    Newsprint and ink                                               94,160                                              94,160  
    Other operating expenses                                       303,809        61,764   $       6,500  (G)                   
                                                                                                     633  (B)          249,178  
    Depreciation                                                    85,883        45,843                                40,040  
    Amortization of intangible assets                               30,384        11,488                                18,896  
    Total operating expenses                                       995,904       222,052           7,133               780,985  
                                                                                                                                
OPERATING INCOME                                                   224,047        33,304         (7,133)               183,610  
                                                                                                                                
OTHER CREDITS (CHARGES):                                                                                                        
    Interest on advances from parent company                                    (33,447)        (33,447)  (B)                   
    Interest expense                                              (16,616)         (342)           6,195  (E)                   
                                                                                                 (3,804)  (F)         (13,883)  
    Corporate management fees                                                    (2,957)         (2,957)  (B)                   
    Net gains and unusual items                                     11,151                         3,500  (G)           14,651  
    Miscellaneous, net                                               (986)          (69)           (335)  (F)          (1,252)  
    Net other credits (charges)                                    (6,451)      (36,815)        (30,848)                 (484)  
                                                                                                                                
INCOME BEFORE TAXES AND MINORITY INTERESTS                         217,596       (3,511)        (37,981)               183,126  
                                                                                                                                
PROVISION FOR INCOME TAXES                                          86,925      (10,590)        (16,293)  (C)           81,222  
                                                                                                                                
INCOME BEFORE MINORITY INTERESTS                                   130,671         7,079        (21,688)               101,904  
                                                                                                                                
MINORITY INTERESTS                                                   7,988                         (155)  (H)            7,833  
                                                                                                                                
NET INCOME                                                  $      122,683   $     7,079   $    (21,533)         $      94,071  
                                                                                                                                
                                                                                                                                
AVERAGE WEIGHTED SHARES                                             76,246        76,246          76,246                76,246  
                                                                                                                                
EARNINGS PER SHARE                                                   $1.61          $.09          ($.28)                 $1.23
THE E.W. SCRIPPS COMPANY
                                     
                 NOTES TO PRO FORMA FINANCIAL INFORMATION
                                     
On October 28, 1995 The E.W. Scripps Company ("Scripps") and Comcast
Corporation ("Comcast") reached an agreement pursuant to which Scripps will
contribute all of its non-cable television assets to Scripps Howard, Inc.
("SHI" - a wholly-owned subsidiary of Scripps and the direct or indirect
parent of all of Scripps' operations) and SHI's cable television system
subsidiaries ("Scripps Cable") will be transferred to and held directly by
Scripps.  Scripps Cable will then be acquired by Comcast through a tax-free
merger (the "Merger") with Scripps.  The remaining SHI business will
continue as "New Scripps", which will be distributed in a tax-free "spin-
off" to Scripps shareholders (the "Spin-Off") and thereafter renamed The
E.W. Scripps Company.  As a condition of the Merger Scripps has agreed to
retire or defease its $61 million aggregate principal amount 7.375% notes
due in 1998 ("Defeasance").  The Merger, Spin-off and Defeasance are
collectively referred to as the "Transactions."   Upon completion of the
Transactions the separate existence of Scripps will cease.  The
accompanying unaudited pro forma balance sheet and statements of income 
of Scripps assume completion of the Transactions.

The pro forma balance sheet as of September 30, 1995 assumes the
Transactions occurred as of that date.  The pro forma statements of income
assume the Transactions were completed at the beginning of those periods.
Pro forma adjustments primarily represent liabilities which will not be
assumed by Comcast, management fees and other items charged to Scripps
Cable that will not be charged to Comcast, and defeasance of Scripps'
7.375% notes due in 1998.  Earnings per share is based on the weighted
average shares outstanding for each period.

The pro forma financial information is not necessarily indicative of the
results which actually would have occurred had the Transactions been
completed as of the dates indicated or which may occur in the future.

Explanation of specific pro forma adjustments are as follows:

(A) Assets not purchased by Comcast.  Liabilities of Scripps Cable not
    assumed by Comcast.

(B) Intercompany interest, management fees and other items that will
    not be charged to Comcast.

(C) Tax effect of pro forma adjustments.

(D) Effect of the Transactions, net of estimated expenses of $8.0 million,
    on Stockholders' Equity.

(E) Defeasance of 7.375% notes and related reduction in interest expense.

(F) Cash and short-term investments used to defease 7.375% notes and
    related reduction in investment income.  Also incurrence of additional
    short-term debt to defease the notes and interest on the short-term
    debt at appropriate short-term rates.

(G) Miscellaneous adjustments and entries to conform classification of
    Scripps and Scripps Cable reported amounts.

(H) Reduction of minority interest in cable television systems owned by
    Scripps Howard Broadcasting Company ("SHB").  SHB was 86% owned by
    Scripps prior to September 1994.
THE E.W. SCRIPPS COMPANY
                                     
                             Index to Exhibits
Item No.                                                       Page

10   Agreement and Plan of Merger by and among 
     The E.W. Scripps Company, Scripps Howard, Inc., 
     and Comcast Corporation                                    (1)
       
12   Computation of Ratio of Earnings to Fixed Charges          E - 2

24   Independent Auditors' Consent                              E - 3

27   Financial Data Schedule                                    E - 4
     
     
     (1)    The Agreement and Plan of Merger will be filed by 
            amendment to this Report on Form 8-K.