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                                  UNITED STATES
                       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


                                  JULY 16, 1997
                             -----------------------
                        (Date of earliest event reported)








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



<TABLE>
<S>                             <C>                          <C>
            MARYLAND                    33-69482                   52-1494660
    (State of incorporation)     (Commission File Number)         (IRS Employer
                                                              Identification Number)

</TABLE>

               2000 W. 41st Street, Baltimore, Maryland 21211-1420
       -------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)




       Registrant's telephone number, including area code: (410) 467-5005
                                                           --------------



================================================================================
<PAGE>


ITEM 5. OTHER EVENTS

     As previously  reported,  Sinclair  Broadcast  Group,  Inc. (the "Company")
entered into acquisition  agreements on July 16, 1997 (the "Heritage Acquisition
Agreements") with The News Corporation  Limited,  Heritage Media Group, Inc. and
certain  subsidiaries of Heritage Media  Corporation  (collectively  "Heritage")
pursuant  to which the  Company  will  acquire  the  assets  of, or the right to
program pursuant to Local Marketing Agreements ("LMAs"), six television stations
in three  markets  and the assets of 24 radio  stations  in seven  markets  (the
"Heritage Acquisition").  The Company is filing with this report on Form 8-K the
audited  financial  statements of Heritage Media Services,  Inc. -- Broadcasting
Segment  ("HMSI"),  which  includes all the assets to be acquired by the Company
pursuant to the Heritage Acquisition Agreements. The Company is also filing with
this Current Report on Form 8-K pro forma financial  information for the Company
showing the effect of the Heritage  Acquisition  and certain other  transactions
completed by the Company since January 1, 1996 (the "1996 Acquisitions").


THE TENDER OFFER

     On November  17,  1997,  the Company  commenced a tender offer (the "Tender
Offer") for all of its outstanding 10% Senior  Subordinated  Notes due 2003 (the
"1993 Notes") and a solicitation  of consents  ("Consents")  from the holders of
the 1993 Notes to eliminate or modify  certain  covenants  and other  provisions
contained in the indenture  relating to the 1993 Notes.  The consummation of the
Tender  Offer is  conditioned  on,  among other  things,  the valid  tender of a
majority  of the  outstanding  1993  Notes,  the  Company  having  obtained  the
requisite  financing  for  payment of the  tendered  1993 Notes and the  Company
having obtained consent from lenders under the Third Amended and Restated Credit
Agreement  dated as of May 20, 1997 with the Chase  Manhattan Bank, as agent (as
amended from time to time, the "Bank Credit Agreement"), to purchase of the 1993
Notes. The Tender Offer will expire on December 16, 1997,  unless  extended,  at
which  time the  Company  expects  to  purchase  all of the 1993  Notes  validly
tendered  with a portion  of the net  proceeds  of a  proposed  offering  by the
Company of $150,000,000 in principal  amount of Senior  Subordinated  Notes (the
"Offering") or funds  available under the Bank Credit  Agreement.  If all of the
1993 Notes are accepted for purchase pursuant to the Tender Offer and if 100% of
the 1993 Notes are entitled to receive  payments (the  "Consent  Payment") to be
made in connection with the timely giving of Consents,  the total  consideration
and  expenses  payable in  connection  with the Tender  Offer are expected to be
approximately $108.3 million and $0.3 million, respectively.



ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS



(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED

     The  financial statements required by this item are submitted in a separate
section of this report.


HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

     Independent Auditors' Report

     Consolidated Balance Sheet as of December 31, 1996

     Consolidated Statement of Operations for the Year Ended December 31, 1996

     Consolidated  Statement of Stockholder's Equity for the Year Ended December
31, 1996

     Consolidated Statement of Cash Flows for the Year Ended December 31, 1996

     Notes to Consolidated Financial Statements

     Unaudited Financial Statements

     Consolidated Balance Sheet as of September 30, 1997

     Consolidated  Statements  of Operations for the Nine Months Ended September
30, 1996 and 1997

<PAGE>


     Consolidated  Statements  of Cash Flows for the Nine Months Ended September
30, 1996 and 1997

     Notes to Consolidated Financial Statements


(B) PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF SINCLAIR

     The following Pro Forma  Consolidated  Financial Data include the unaudited
pro forma  consolidated  balance  sheet as of September 30, 1997 (the "Pro Forma
Consolidated Balance Sheet") and the unaudited pro forma consolidated  statement
of  operations  for the year ended  December  31, 1996 and the nine months ended
September 30, 1997 (the "Pro Forma Consolidated  Statement of Operations").  The
unaudited Pro Forma Consolidated Balance Sheet is adjusted to give effect to the
Heritage Acquisition,  the completion of the Tender Offer (assuming that 100% of
the  outstanding  1993 Notes are purchased and that the holders  thereof receive
the Consent  Payment) and the Offering and the  application of $108.6 million of
the net proceeds of the Offering to pay the consideration  payable in connection
with,  and expenses of, the Tender Offer,  with remaining  amounts  retained for
general corporate  purposes,  as if such transactions  occurred on September 30,
1997. The unaudited Pro Forma Consolidated  Statement of Operations for the year
ended  December  31,  1996 and the nine  months  ended  September  30,  1997 are
adjusted to give effect to the 1996  Acquisitions,  the issuance of $200,000,000
in  liquidation  amount  of the  Company's  11 5/8%  High  Yield  Trust  Offered
Preferred  Securities  (the  "HYTOPS")  issued on March 14,  1997,  (the "HYTOPS
Issuance"), the issuance of $200,000,000 in principal amount of the Company's 9%
Senior  Subordinated  Notes due 2007 (the "1997  Notes")  issued on July 2, 1997
(the "July Debt  Issuance"),  the  September  23,  1997  public  offering by the
Company of  4,345,000  shares  (including  shares  sold on  September  30,  1997
pursuant to the  exercise of an  overallotment  option) of Class A Common  Stock
(the "Common Stock Offering"), and the September 23, 1997 public offering by the
Company of $172.5 million aggregate  liquidation value (including shares sold on
September 30, 1997 pursuant to the exercise of an  overallotment  option) of its
Series  D  Convertible   Exchangeable  Preferred  Stock  (the  "Preferred  Stock
Offering"),  the  Heritage  Acquisition,  the  completion  of the  Tender  Offer
(assuming  that 100% of the  outstanding  1993 Notes are  purchased and that the
holders  thereof  receive  the  Consent   Payment)  and  the  Offering  and  the
application  of $108.6  million of the net  proceeds of the  Offering to pay the
consideration  payable in  connection  with,  and expenses of, the Tender Offer,
with  remaining  amounts  retained for general  corporate  purposes,  as if such
transactions   occurred  at  the  beginning  of  such  periods.  The  pro  forma
adjustments are based upon available  information and certain  assumptions  that
the Company believes are reasonable.  The Pro Forma Consolidated  Financial Data
should  be  read  in  conjunction  with  the  Company's  Consolidated  Financial
Statements  as of and for the year ended  December  31, 1996 and  related  notes
thereto, the Company's unaudited consolidated financial statements as of and for
the nine  months  ended  September  30,  1997 and  related  notes  thereto,  the
historical  financial  data of Flint T.V.,  Inc.  ("Flint-TV"),  the  historical
financial data of Superior  Communications,  Inc.  ("Superior"),  the historical
financial  data of KSMO and WSTR,  the  historical  financial data of River City
Broadcasting, L.P. ("River City") and the historical financial data of HMSI, all
of which have been filed with the Securities and Exchange  Commission as part of
either (i) the Company's  Annual Report on Form 10-K for the year ended December
31,  1996 (as  amended),  together  with the  report  of  Arthur  Andersen  LLP,
independent certified public accountants; (ii) the Company's Quarterly Report on
Form 10-Q for the quarter  ended  September  30,  1997;  or (iii) the  Company's
Current Reports on Form 8-K and Form 8-K/A filed May 10, 1996, May 13, 1996, May
17, 1996, May 29, 1996,  August 30, 1996,  September 5, 1996 and August 26, 1997
and October 8, 1997. The unaudited Pro Forma Consolidated  Financial Data do not
purport to  represent  what the  Company's  results of  operations  or financial
position  would  have been had any of the  above  events  occurred  on the dates
specified  or to project  the  Company's  results  of  operations  or  financial
position for or at any future period or date.

(C) EXHIBITS

   Exhibit         
     No.                    Description
  ----------                -----------
    23.1           Consent of Arthur Andersen LLP.


<PAGE>

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



<TABLE>
<CAPTION>
                                                             CONSOLIDATED      HERITAGE
                                                              HISTORICAL    ACQUISITION(A)
                                                             -------------- --------------------
                           ASSETS
<S>                                                          <C>            <C>
CURRENT ASSETS:
 Cash and cash equivalents .................................  $   10,336
 Accounts receivable, net of allowance for doubtful accounts      96,492
 Current portion of program contract costs   ...............      54,186       $     1,270
 Prepaid expenses and other current assets   ...............       5,790
 Deferred barter costs  ....................................       4,474             2,201
 Deferred tax asset  .......................................       5,533
                                                              ----------       ------------
   Total current assets ....................................     176,811             3,471
PROGRAM CONTRACT COSTS, less current portion ...............      49,607               262
LOANS TO OFFICERS AND AFFILIATES ...........................      11,210
PROPERTY AND EQUIPMENT, net   ..............................     161,301            22,666
NON-COMPETE AND CONSULTING AGREEMENTS,
 net  ......................................................       1,225
OTHER ASSETS   .............................................     145,302           (63,000)
ACQUIRED INTANGIBLE BROADCASTING ASSETS,
 net  ......................................................   1,335,320           545,839
                                                              ----------       -----------
   Total Assets   ..........................................  $1,880,776       $   509,238
                                                              ==========       ===========
<CAPTION>
                            LIABILITIES AND
                         STOCKHOLDERS' EQUITY
<S>                                                           <C>       
CURRENT LIABILITIES:
 Accounts payable ..........................................  $    4,191
 Accrued liabilities .......................................      33,575
 Current portion of long-term liabilities-
  Notes payable and commercial bank financing   ............      35,344
  Capital leases payable   .................................          --
  Notes and capital leases payable to affiliates   .........       2,481
  Program contracts payable   ..............................      62,993       $     1,080
 Deferred barter revenues  .................................       5,124
                                                              ----------        ------------
   Total current liabilities  ..............................     143,708             1,080
LONG-TERM LIABILITIES:
  Notes payable and commercial bank financing   ............     880,719       $   507,000 (e)
  Capital leases payable   .................................          --
  Notes and capital leases payable to affiliates   .........      20,635
  Program contracts payable   ..............................      75,688             1,158
  Other long-term liabilities ..............................       4,640
                                                              ----------       ------------
   Total liabilities .......................................   1,125,390           509,238
                                                              ----------       -----------
MINORITY INTEREST IN CONSOLIDATED SUBSID-
 IARIES                                                            3,837                --
                                                              ----------       -----------
COMPANY OBLIGATED MANDATORILY REDEEM-
 ABLE SECURITY OF SUBSIDIARY TRUST HOLD-
 ING SOLELY KDSM SENIOR DEBENTURES                               200,000                --
                                                              ----------       -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Series B Preferred Stock .................................          11
  Series D Preferred Stock .................................          35
  Class A Common Stock  ....................................         134
  Class B Common Stock  ....................................         258
  Additional paid-in capital  ..............................     553,801
  Additional paid-in capital - deferred compensation  ......        (779)
  Additional paid-in capital - equity put options  .........      23,117
  Accumulated deficit   ....................................     (25,028)
                                                              ----------       ------------
   Total stockholders' equity ..............................     551,549                --
                                                              ----------       -----------
   Total Liabilities and Stockholders' Equity   ............  $1,880,776       $   509,238
                                                              ==========       ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                        CONSOLIDATED
                                                                                                        HISTORICAL,
                                                                                                         HERITAGE
                                                                 CONSOLIDATED       TENDER OFFER        ACQUISITION,
                                                                HISTORICAL AND          AND            TENDER OFFER,
                                                             HERITAGE ACQUISITION    OFFERING(B)        AND OFFERING
                                                             ---------------------- ------------------ --------------
                           ASSETS
<S>                                                          <C>                    <C>                <C>
CURRENT ASSETS:
 Cash and cash equivalents .................................      $   10,336           $  37,754 (c)    $   48,090
 Accounts receivable, net of allowance for doubtful accounts          96,492                                96,492
 Current portion of program contract costs   ...............          55,456                                55,456
 Prepaid expenses and other current assets   ...............           5,790                                 5,790
 Deferred barter costs  ....................................           6,675                                 6,675
 Deferred tax asset  .......................................           5,533                                 5,533
                                                                  ----------             -------           ----------
   Total current assets ....................................         180,282              37,754           218,036
PROGRAM CONTRACT COSTS, less current portion ...............          49,869                                49,869
LOANS TO OFFICERS AND AFFILIATES ...........................          11,210                                11,210
PROPERTY AND EQUIPMENT, net   ..............................         183,967                               183,967
NON-COMPETE AND CONSULTING AGREEMENTS,
 net  ......................................................           1,225                                 1,225
OTHER ASSETS   .............................................          82,302               6,088 (d)        88,390
ACQUIRED INTANGIBLE BROADCASTING ASSETS,
 net  ......................................................       1,881,159                             1,881,159
                                                                  ----------           ---------        ----------
   Total Assets   ..........................................      $2,390,014           $  43,842        $2,433,856
                                                                  ==========           =========        ==========
<CAPTION>
                            LIABILITIES AND
                         STOCKHOLDERS' EQUITY
<S>                                                               <C>                                   <C>       
CURRENT LIABILITIES:
 Accounts payable ..........................................      $    4,191                            $    4,191
 Accrued liabilities .......................................          33,575                                33,575
 Current portion of long-term liabilities-
  Notes payable and commercial bank financing   ............          35,344                                35,344
  Capital leases payable   .................................              --                                    --
  Notes and capital leases payable to affiliates   .........           2,481                                 2,481
  Program contracts payable   ..............................          64,073                                64,073
 Deferred barter revenues  .................................           5,124                                 5,124
                                                                  ----------          ----------         ----------
   Total current liabilities  ..............................         144,788                               144,788
LONG-TERM LIABILITIES:
  Notes payable and commercial bank financing   ............       1,387,719           $  50,000 (f)     1,437,719
  Capital leases payable   .................................              --                                    --
  Notes and capital leases payable to affiliates   .........          20,635                                20,635
  Program contracts payable   ..............................          76,846                                76,846
  Other long-term liabilities ..............................           4,640                                 4,640
                                                                  ----------           ---------        ----------
   Total liabilities .......................................       1,634,628              50,000         1,684,628
                                                                  ----------           ---------        ----------
MINORITY INTEREST IN CONSOLIDATED SUBSID-
 IARIES                                                                3,837                  --             3,837
                                                                  ----------           ---------        ----------
COMPANY OBLIGATED MANDATORILY REDEEM-
 ABLE SECURITY OF SUBSIDIARY TRUST HOLD-
 ING SOLELY KDSM SENIOR DEBENTURES                                   200,000                  --           200,000
                                                                  ----------           ---------        ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Series B Preferred Stock .................................              11                                    11
  Series D Preferred Stock .................................              35                                    35
  Class A Common Stock  ....................................             134                                   134
  Class B Common Stock  ....................................             258                                   258
  Additional paid-in capital  ..............................         553,801                               553,801
  Additional paid-in capital - deferred compensation  ......            (779)                                 (779)
  Additional paid-in capital - equity put options  .........          23,117                                23,117
  Accumulated deficit   ....................................         (25,028)             (6,158)(g)       (31,186)
                                                                  ----------           ---------        ----------
   Total stockholders' equity ..............................         551,549              (6,158)          545,391
                                                                  ----------           ---------        ----------
   Total Liabilities and Stockholders' Equity   ............      $2,390,014           $  43,842        $2,433,856
                                                                  ==========           =========        ==========
</TABLE>

                                                   (Continued on following page)

                                       1


<PAGE>


                  NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)

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



<TABLE>
<CAPTION>
                                                                                       HERITAGE
                                                            HERITAGE      KOKH        ACQUISITION
                                                            ----------   ----------   -----------
<S>                                                         <C>          <C>          <C>
Purchase Price ..........................................                               $630,000
 Add:
   Liabilities acquired--
   Current portion of program contracts payable .........     $ 1,461    $  (381)          1,080
   Long-term portion of program contracts payable  ......       1,761       (603)          1,158
 Less:
   Assets acquired--
   Current portion of program contract costs ............       2,140       (870)          1,270
   Deferred barter costs   ..............................       2,278        (77)          2,201
   Program contract costs, less current portion .........       1,075       (813)            262
   Property and equipment  ..............................      28,387     (5,721)         22,666
   Sale of KOKH   .......................................                                 60,000
                                                                                        --------
   Acquired intangibles .................................                               $545,839
                                                                                        ========
</TABLE>



(b) To reflect  the  proceeds  of the  Offering,  net of $3,600 of  underwriting
    discounts and  commissions  and estimated  expenses and the application of a
    portion of the net proceeds therefrom to complete the Tender Offer.

(c) To record the increase in cash and cash  equivalents  resulting from the net
    proceeds of the Offering after giving effect to the Tender Offer as follows:


          Offering proceeds  ....................................... $ 150,000
          Underwriting discounts, commissions and estimated expenses    (3,600)
          Tender Offer Expenses ....................................      (346)
          Tender Offer .............................................  (108,300)
                                                                     ---------
          Pro forma adjustment  .................................... $  37,754
                                                                     =========



(d) To record underwriting  discounts and commissions and estimated expenses and
    the deferred tax asset  related to the Offering net of the  write-off of the
    deferred financing costs related to the 1993 Notes.

(e) To reflect the  incurrence of $507,000 of  borrowings  under the Bank Credit
    Agreement in connection with the Heritage Acquisition.

(f) To reflect the increase in  indebtedness  resulting  from the Offering after
    giving effect to the Tender Offer as follows:



          Indebtedness incurred  ......  $  150,000
          Indebtedness repaid .........    (100,000)
                                          ----------
          Pro forma adjustment   ......  $   50,000
                                          ==========



(g) To reflect the extraordinary loss of $6,158, net of the tax effect,  related
    to the  Tender  Offer and the  write-off  of the  deferred  financing  costs
    related to the 1993 Notes.


                                        2

<PAGE>

                        SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                     FOR THE YEAR ENDED DECEMBER 31, 1996
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                      CONSOLIDATED   FLINT-
                                                       HISTORICAL     TV(A)   SUPERIOR(B)   KSMO(C)
                                                      -------------- -------- ------------- ---------
<S>                                                     <C>           <C>        <C>        <C>
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions                                                  $ 346,459     $1,012     $4,431     $7,694
 Revenues realized from station barter arrange-
 ments                                                     32,029                            2,321
                                                        ---------     ------     ------     ------
  Total revenues ....................................     378,488      1,012      4,431     10,015
                                                        ---------     ------     ------     ------
OPERATING EXPENSES:
 Program and production   ...........................      66,652        101        539      1,550
 Selling, general and administrative  ...............      75,924        345      2,002      2,194
 Expenses realized from barter arrangements .........      25,189                            2,276
 Amortization of program contract costs and net
 realizable value adjustments   .....................      47,797        125        736        601
 Amortization of deferred compensation   ............         739
 Depreciation and amortization of property and
 equipment ..........................................      11,711          4        373        374
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   .................................      58,530                   529
 Amortization of excess syndicated programming ......       3,043
                                                        ---------
  Total operating expenses   ........................     289,585        575      4,179      6,995
                                                        ---------     ------     ------     ------
  Broadcast operating income (loss)   ...............      88,903        437        252      3,020
                                                        ---------     ------     ------     ------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense       (84,314)                 (457)      (823)
 Interest income ....................................       3,136
 Subsidiary trust minority interest expense .........
 Other income (expense)   ...........................         342         19          4          7
                                                        ---------     ------     ------     ------
  Income (loss) before provision (benefit) for
  income taxes   ....................................       8,067        456       (201)     2,204
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................       6,936
                                                        ---------     ------     ------     ------
NET INCOME (LOSS)   .................................   $   1,131     $  456     $ (201)    $2,204
                                                        =========     ======     ======     ======
NET INCOME (LOSS) AVAILABLE TO COM-
 MON STOCKHOLDERS                                       $   1,131
                                                        =========
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................   $    0.03
                                                        =========
WEIGHTED AVERAGE COMMON AND COM-
 MON EQUIVALENT SHARES OUTSTAND-
 ING                                                       37,381
                                                        =========
</TABLE>
<TABLE>
<CAPTION>
                                                                         RIVER CITY(E)                       1996
                                                                  ----------------------------            ACQUISITION
                                                      WSTR(D)     RIVER CITY     WSYX          WYZZ(F)    ADJUSTMENTS
                                                      ----------- ------------ --------------- --------- ------------------
<S>                                                   <C>          <C>           <C>             <C>   
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions .............................................. $  7,488     $  86,869     $(10,783)       $1,838
 Revenues realized from station barter arrange-
 ments                                                   1,715
                                                      --------     ---------     --------       -------     ----------
  Total revenues ....................................    9,203        86,869      (10,783)        1,838
                                                      --------     ---------     --------       -------     ----------
OPERATING EXPENSES:
 Program and production   ...........................      961        10,001         (736)          214
 Selling, general and administrative  ...............    2,173        39,786       (3,950)          702     $   (3,577)(h)
 Expenses realized from barter arrangements .........    1,715
 Amortization of program contract costs and net
 realizable value adjustments   .....................    1,011         9,721         (458)          123
 Amortization of deferred compensation   ............                                                              194 (j)
 Depreciation and amortization of property and
 equipment ..........................................      284         6,294       (1,174)            6           (943)(k)
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   .................................       39        14,041       (3,599)            3          4,034 (m)
 Amortization of excess syndicated programming ...... --------     ---------     --------       -------     ----------
  Total operating expenses   ........................    6,183        79,843       (9,917)        1,048           (292)
                                                      --------     ---------     --------       -------     ----------
  Broadcast operating income (loss)   ...............    3,020         7,026         (866)          790            292
                                                      --------     ---------     --------       -------     ----------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense     (1,127)      (12,352)                                  (17,409)(q)
 Interest income ....................................       15           195                                    (1,636)(w)
 Subsidiary trust minority interest expense .........
 Other income (expense)   ...........................                   (149)            (8)
                                                      --------     ---------     --------       -------     ----------
</TABLE>
<PAGE>
<TABLE>

  Income (loss) before provision (benefit) for
<S>                                                      <C>          <C>            <C>            <C>        <C>     
  income taxes   ....................................    1,908        (5,280)        (874)          790        (18,753)
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................                                                           (7,900)(y)
                                                      --------     ---------     --------       -------     ----------
NET INCOME (LOSS)   ................................. $  1,908     $  (5,280)    $   (874)       $  790     $  (10,853)
                                                      ========     =========     ========       =======     ==========
NET INCOME (LOSS) AVAILABLE TO COM-
 MON STOCKHOLDERS
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................
WEIGHTED AVERAGE COMMON AND COM-
 MON EQUIVALENT SHARES OUTSTAND-
 ING
</TABLE>
<TABLE>
<CAPTION>
                                                                                             1996 ACQUISITIONS,
                                                                            JULY              HYTOPS ISSUANCE
                                                         HYTOPS             DEBT                  AND JULY
                                                        ISSUANCE          ISSUANCE             DEBT ISSUANCE
                                                      ----------------- -------------------- -------------------
<S>                                                                                              <C>       
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions ..............................................                                            $  445,008
 Revenues realized from station barter arrange-
 ments ..............................................                                                36,065
                                                        -----------       ------------           ----------
  Total revenues ....................................                                               481,073
                                                        -----------       ------------           ----------
OPERATING EXPENSES:
 Program and production   ...........................                                                79,282
 Selling, general and administrative  ...............                                               115,599
 Expenses realized from barter arrangements .........                                                29,180
 Amortization of program contract costs and net
 realizable value adjustments   .....................                                                59,656
 Amortization of deferred compensation   ............                                                   933
 Depreciation and amortization of property and
 equipment ..........................................                                                16,929
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   .................................   $       500 (n)   $        450 (o)           74,527
 Amortization of excess syndicated programming ......                                                 3,043
                                                        -----------       ------------           ----------
  Total operating expenses   ........................           500                450              379,149
                                                        -----------       ------------           ----------
  Broadcast operating income (loss)   ...............          (500)              (450)             101,924
                                                        -----------       ------------           ----------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense          11,820 (r)        (18,000) (s)        (122,662)
 Interest income ....................................                                                 1,710
 Subsidiary trust minority interest expense .........       (23,250)(x)                             (23,250)
 Other income (expense)   ...........................                                                   215
                                                        -----------       ------------           ----------
  Income (loss) before provision (benefit) for
  income taxes   ....................................       (11,930)           (18,450)             (42,063)
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................        (4,772)(y)         (7,380)(y)          (13,116)
                                                        -----------       ------------           ----------
NET INCOME (LOSS)   .................................   $    (7,158)      $    (11,070)          $  (28,947)
                                                        ===========       ============           ==========
NET INCOME (LOSS) AVAILABLE TO COM-
 MON STOCKHOLDERS
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................
WEIGHTED AVERAGE COMMON AND COM-
 MON EQUIVALENT SHARES OUTSTAND-
 ING
</TABLE>

                                                   (Continued on following page)

                                        3

<PAGE>

                         SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                          1996 ACQUISITIONS,       COMMON
                                                                           HYTOPS ISSUANCE     STOCK OFFERING
                                                                               AND JULY         AND PREFERRED
                                                                            DEBT ISSUANCE      STOCK OFFERING
                                                                          -------------------- ----------------
<S>                                                                       <C>                  <C>
REVENUES:
 Station broadcast revenues, net of agency commissions ..................     $  445,008
 Revenues realized from station barter arrangements .....................         36,065
                                                                              ----------         ----------
   Total revenues  ......................................................        481,073                 --
                                                                              ----------         ----------
OPERATING EXPENSES:
 Program and production  ................................................         79,282
 Selling, general and administrative ....................................        115,599
 Expenses realized from barter arrangements   ...........................         29,180
 Amortization of program contract costs and net realizable value adjust-
 ments                                                                            59,656
 Amortization of deferred compensation  .................................            933
 Depreciation and amortization of property and equipment  ...............         16,929
 Amortization of acquired intangible broadcasting assets, non-compete and
 consulting agreements and other assets .................................         74,527
 Amortization of excess syndicated programming   ........................          3,043
                                                                              ----------         ----------
   Total operating expenses .............................................        379,149                 --
                                                                              ----------         ----------
  Broadcast operating income (loss)  ....................................        101,924                 --
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .....................       (122,662)            21,769 (t)
 Gain on sale of station ................................................             --
 Interest income   ......................................................          1,710
 Subsidiary trust distributions   .......................................        (23,250)
 Other income (expense)  ................................................            215
                                                                              ----------         ----------
  Income (loss) before provision (benefit) for income taxes  ............        (42,063)            21,769
PROVISION (BENEFIT) FOR INCOME TAXES ....................................        (13,116)             8,708 (y)
                                                                              ----------         ----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................        (28,947)            13,061
EXTRAORDINARY ITEM.   ...................................................             --                 --
                                                                              ----------         ----------
NET INCOME (LOSS)  ......................................................     $  (28,947)        $   13,061
                                                                              ==========         ==========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS
NET INCOME (LOSS) PER COMMON AND COMMON EQUIVA-
 LENT SHARE:
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................
EXTRAORDINARY ITEM ......................................................
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING   ...................................................
</TABLE>
<TABLE>
<CAPTION>
                                                                          1996 ACQUISITIONS,
                                                                           HYTOPS ISSUANCE,
                                                                              JULY DEBT
                                                                              ISSUANCE,               HERITAGE(g)
                                                                             COMMON STOCK      --------------------------
                                                                             OFFERING AND
                                                                           PREFERRED STOCK      HERITAGE             
                                                                               OFFERING        ACQUISITION       KOKH
                                                                          -------------------- -------------------------
<S>                                                                          <C>                <C>           <C>
REVENUES:
 Station broadcast revenues, net of agency commissions ..................    $   445,008        $   95,302    $ (7,953)
 Revenues realized from station barter arrangements .....................         36,065             4,292        (178)
                                                                             -----------        ----------    --------
   Total revenues  ......................................................        481,073            99,594      (8,131)
                                                                             -----------        ----------    --------
OPERATING EXPENSES:
 Program and production  ................................................         79,282            20,089      (1,871)
 Selling, general and administrative ....................................        115,599            31,916      (1,722)
 Expenses realized from barter arrangements   ...........................         29,180             3,478         (70)
 Amortization of program contract costs and net realizable value adjust-
 ments                                                                            59,656             3,165      (1,208)
 Amortization of deferred compensation  .................................            933                --          --
 Depreciation and amortization of property and equipment  ...............         16,929             5,472      (1,022)
 Amortization of acquired intangible broadcasting assets, non-compete and
 consulting agreements and other assets .................................         74,527             8,460        (367)
 Amortization of excess syndicated programming   ........................          3,043                --          --
                                                                             -----------        ----------    --------
   Total operating expenses .............................................        379,149            72,580      (6,260)
                                                                             -----------        ----------    --------
  Broadcast operating income (loss)  ....................................        101,924            27,014      (1,871)
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .....................       (100,893)          (17,949)      1,025
 Gain on sale of station ................................................             --             6,031          --
 Interest income   ......................................................          1,710                --          --
 Subsidiary trust distributions   .......................................        (23,250)               --          --
 Other income (expense)  ................................................            215              (203)         --
                                                                             -----------        ----------    --------
  Income (loss) before provision (benefit) for income taxes  ............        (20,294)           14,893        (846)
PROVISION (BENEFIT) FOR INCOME TAXES ....................................         (4,408)            7,853        (466)
                                                                             -----------        ----------    --------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................        (15,886)            7,040        (380)
EXTRAORDINARY ITEM.   ...................................................             --                --          --
                                                                             -----------        ----------    --------
NET INCOME (LOSS)  ......................................................    $   (15,886)       $    7,040    $   (380)
                                                                             ===========        ==========    ========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS ......................    $   (26,236)
                                                                             ===========
NET INCOME (LOSS) PER COMMON AND COMMON EQUIVA-
 LENT SHARE:
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................    $     (0.37)
                                                                             ===========
EXTRAORDINARY ITEM ......................................................    $        --
                                                                             ===========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS ......................    $     (0.60)
                                                                             ===========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING   ...................................................         43,405 (aa)
                                                                             ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                                            1996 ACQUISITIONS,
                                                                                             HYTOPS ISSUANCE,
                                                                                                JULY DEBT
                                                                                                ISSUANCE,
                                                                                               COMMON STOCK
                                                                                                OFFERING,
                                                                                             PREFERRED STOCK       OFFERING
                                                                            HERITAGE         OFFERING AND THE,       AND
                                                                           ACQUISITION           HERITAGE           TENDER
                                                                           ADJUSTMENTS         ACQUISITION          OFFER
                                                                          ----------------- -------------------- -----------------
<S>                                                                              <C>            <C>                     <C>
REVENUES:
 Station broadcast revenues, net of agency commissions ..................                       $  532,357
 Revenues realized from station barter arrangements .....................                           40,179
                                                                            -----------         ----------         ----------
   Total revenues  ......................................................            --            572,536                 --
                                                                            -----------         ----------         ----------
OPERATING EXPENSES:
 Program and production  ................................................                           97,500
 Selling, general and administrative ....................................        (1,808)(i)        143,985
 Expenses realized from barter arrangements   ...........................                           32,588
 Amortization of program contract costs and net realizable value adjust-
 ments ..................................................................                           61,613
 Amortization of deferred compensation  .................................                              933
 Depreciation and amortization of property and equipment  ...............          (900)(l)         20,479
 Amortization of acquired intangible broadcasting assets, non-compete and
 consulting agreements and other assets .................................         9,531 (p)         92,151
 Amortization of excess syndicated programming   ........................                            3,043
                                                                            -----------         ----------         ----------
   Total operating expenses .............................................         6,823            452,292                 --
                                                                            -----------         ----------         ----------
  Broadcast operating income (loss)  ....................................        (6,823)           120,244                 --
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .....................       (17,776)(u)       (135,593)            (3,776)(2)
 Gain on sale of station ................................................                            6,031
 Interest income   ......................................................                            1,710
 Subsidiary trust distributions   .......................................                          (23,250)
 Other income (expense)  ................................................                               12
                                                                            -----------         ----------         ----------
  Income (loss) before provision (benefit) for income taxes  ............       (24,599)           (30,846)            (3,776)
PROVISION (BENEFIT) FOR INCOME TAXES ....................................        (9,840)(y)         (6,861)            (1,560)(4)
                                                                            -----------         ----------         ----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................       (14,759)           (23,985)            (2,216)
EXTRAORDINARY ITEM.   ...................................................            --                 --             (6,444)(2)
                                                                            -----------         ----------         ----------
NET INCOME (LOSS)  ......................................................   $   (14,759)        $  (23,985)        $   (8,660)
                                                                            ===========         ==========         ==========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS                                              $  (34,335)
                                                                                                ==========
NET INCOME (LOSS) PER COMMON AND COMMON EQUIVA-
 LENT SHARE:
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................                       $    (0.55)
                                                                                                ==========
EXTRAORDINARY ITEM ......................................................                       $       --
                                                                                                ==========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS                                              $    (0.79)
                                                                                                ==========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING   ...................................................                           43,405
                                                                                                ==========


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                          1996 ACQUISITIONS,
                                                                           HYTOPS ISSUANCE,
                                                                              JULY DEBT
                                                                              ISSUANCE,
                                                                             COMMON STOCK
                                                                               OFFERING,
                                                                           PREFERRED STOCK
                                                                              OFFERING,
                                                                               HERITAGE
                                                                             ACQUISITION,
                                                                              OFFERING,
                                                                           AND TENDER OFFER,
                                                                          -------------------
<S>                                                                           <C>
REVENUES:
 Station broadcast revenues, net of agency commissions ..................     $  532,357
 Revenues realized from station barter arrangements .....................         40,179
                                                                              ----------
   Total revenues  ......................................................        572,536
                                                                              ----------
OPERATING EXPENSES:
 Program and production  ................................................         97,500
 Selling, general and administrative ....................................        143,985
 Expenses realized from barter arrangements   ...........................         32,588
 Amortization of program contract costs and net realizable value adjust-
 ments ..................................................................         61,613
 Amortization of deferred compensation  .................................            933
 Depreciation and amortization of property and equipment  ...............         20,479
 Amortization of acquired intangible broadcasting assets, non-compete and
 consulting agreements and other assets .................................         92,151
 Amortization of excess syndicated programming   ........................          3,043
                                                                              ----------
   Total operating expenses .............................................        452,292
                                                                              ----------
  Broadcast operating income (loss)  ....................................        120,244
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .....................       (139,369)
 Gain on sale of station ................................................          6,031
 Interest income   ......................................................          1,710
 Subsidiary trust distributions   .......................................        (23,250)
 Other income (expense)  ................................................             12
                                                                              ----------
  Income (loss) before provision (benefit) for income taxes  ............        (34,622)
PROVISION (BENEFIT) FOR INCOME TAXES ....................................         (8,421)
                                                                              ----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................        (26,201)
EXTRAORDINARY ITEM.   ...................................................         (6,444)
                                                                              ----------
NET INCOME (LOSS)  ......................................................     $  (32,645)
                                                                              ==========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS ......................        (42,995)
                                                                              ==========
NET INCOME (LOSS) PER COMMON AND COMMON EQUIVA-
 LENT SHARE:
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................     $    (0.60)
                                                                              ==========
EXTRAORDINARY ITEM ......................................................     $    (0.15)
                                                                              ==========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS ......................     $    (0.99)
                                                                              ==========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING   ...................................................         43,405
                                                                              ==========
</TABLE>


                                        4

<PAGE>


                         SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                                                                        JULY
                                                              CONSOLIDATED       HYTOPS                 DEBT
                                                               HISTORICAL       ISSUANCE              ISSUANCE
                                                              -------------- --------------------- ---------------
                          REVENUES:
<S>                                                             <C>                 <C>                      <C>
 Station broadcast revenues, net of agency commissions ......   $ 333,028
 Revenues realized from station barter arrangements .........      31,289
                                                                ---------       -----------           -----------
  Total revenues   ..........................................     364,317                --                    --
                                                                =========       ===========           ===========
OPERATING EXPENSES:
 Program and production  ....................................      68,776
 Selling, general and administrative ........................      78,637
 Expenses realized from barter arrangements   ...............      26,279
 Amortization of program contract costs and net realizable
   value adjustments ........................................      47,069
 Amortization of deferred compensation  .....................         350
 Depreciation and amortization of property and equipment ....      12,786
 Amortization of acquired intangible broadcasting assets,
 non-compete and consulting agreements and other assets .....      51,717                88 (dd)      $       225 (ee)
                                                                ---------       -----------           -----------
  Total operating expenses  .................................     285,614                88                   225
                                                                ---------       -----------           -----------
  Broadcast operating income (loss)  ........................      78,703               (88)                 (225)
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .........     (77,342)            2,894 (gg)           (9,000) (hh)
 Gain on Sale of Station ....................................          --
 Interest income   ..........................................       1,364
 Subsidiary trust distributions   ...........................     (12,852)           (4,618) (ll)
 Other income   .............................................          36
                                                                ---------       -----------           -----------
  Income (loss) before provision (benefit) for income taxes       (10,091)           (1,812)               (9,225)
PROVISION (BENEFIT) FOR INCOME TAXES ........................      (4,170)             (725) (y)           (3,690) (y)
                                                                ---------       -----------           -----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................      (5,921)           (1,087)               (5,535)
EXTRAORDINARY ITEM ..........................................          --                --                    --
                                                                ---------       -----------           -----------
NET INCOME (LOSS)  ..........................................   $  (5,921)      $    (1,087)          $    (5,535)
                                                                =========       ===========           ===========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................   $  (6,096)
                                                                =========
NET INCOME (LOSS) PER COMMON SHARE AND
 COMMON EQUIVALENT SHARE:   .................................
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................   $   (0.15)
                                                                =========
EXTRAORDINARY ITEM ..........................................   $      --
                                                                =========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................   $   (0.16)
                                                                =========
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING ..............................      38,929
                                                                =========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                                 HYTOPS' ISSUANCE,
                                                                                     JULY DEBT
                                                                                     ISSUANCE,              HERITAGE(g)
                                                               COMMON STOCK         COMMON STOCK     -------------------------
                                                               OFFERING AND         OFFERING AND
                                                              PREFERRED STOCK        PREFERRED        HERITAGE
                                                                 OFFERING          STOCK OFFERING    ACQUISITION      KOKH
                                                              ------------------- ------------------ -------------------------
                          REVENUES:
<S>                                                                <C>              <C>              <C>           <C>
 Station broadcast revenues, net of agency commissions ......                       $   333,028      $  73,049     $ (5,696)
 Revenues realized from station barter arrangements .........                            31,289          3,860         (195)
                                                                -----------         -----------      ---------     --------
  Total revenues   ..........................................            --             364,317         76,909       (5,891)
                                                                ===========         ===========      =========     ========
OPERATING EXPENSES:
 Program and production  ....................................                            68,776         24,578       (1,758)
 Selling, general and administrative ........................                            78,637         15,037       (1,137)
 Expenses realized from barter arrangements   ...............                            26,279          3,053         (105)
 Amortization of program contract costs and net realizable
   value adjustments ........................................                            47,069          1,275         (470)
 Amortization of deferred compensation  .....................                               350             --           --
 Depreciation and amortization of property and equipment ....                            12,786          4,238         (678)
 Amortization of acquired intangible broadcasting assets,
   non-compete and consulting agreements and other assets ...                            52,030          6,326         (275)
                                                                -----------         -----------      ---------     --------
  Total operating expenses  .................................            --             285,927         54,507       (4,423)
                                                                -----------         -----------      ---------     --------
  Broadcast operating income (loss)  ........................            --              78,390         22,402       (1,468)

OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .........        15,420 (ii)        (68,028)       (13,412)       1,008
 Gain on Sale of Station ....................................                                --          9,401           --
 Interest income   ..........................................                             1,364             --           --
 Subsidiary trust distributions   ...........................                           (17,470)            --           --
 Other income   .............................................                                36           (276)          --
                                                                -----------         -----------      ---------     --------
  Income (loss) before provision (benefit) for income taxes          15,420              (5,708)        18,115         (460)
PROVISION (BENEFIT) FOR INCOME TAXES ........................         6,168 (y)          (2,417)         9,546         (242)
                                                                -----------         -----------      ---------     --------
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................         9,252              (3,291)         8,569         (218)
EXTRAORDINARY ITEM ..........................................            --                  --             --           --
                                                                -----------         -----------      ---------     --------
NET INCOME (LOSS)  ..........................................   $     9,252         $    (3,291)     $   8,569     $   (218)
                                                                ===========         ===========      =========     ========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................                       $   (11,054)
                                                                                    ===========
NET INCOME (LOSS) PER COMMON SHARE AND
 COMMON EQUIVALENT SHARE:   .................................
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................                       $     (0.08)
                                                                                    ===========
EXTRAORDINARY ITEM ..........................................                       $        --
                                                                                    ===========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................                       $     (0.26)
                                                                                    ===========
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING ..............................                            43,274 (aa)
                                                                                    ===========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                           
                                                                                    HYTOPS ISSUANCE,
                                                                                       JULY DEBT
                                                                                       ISSUANCE,
                                                                                      COMMON STOCK
                                                                                        OFFERING,
                                                                                     PREFERRED STOCK
                                                                                        OFFERING
                                                                 HERITAGE                 AND           TENDER OFFER
                                                                ACQUISITION             HERITAGE            AND
                                                                ADJUSTMENTS           ACQUISITION         OFFERING
                                                              --------------------- ------------------ -----------------
                          REVENUES:
<S>                                                                   <C>               <C>                     <C>
 Station broadcast revenues, net of agency commissions ......                           $ 400,381
 Revenues realized from station barter arrangements .........                              34,954
                                                                 ------------           ---------         -----------
  Total revenues   ..........................................              --             435,335                  --
                                                                 ============           =========         ===========
OPERATING EXPENSES:
 Program and production  ....................................                              91,596
 Selling, general and administrative ........................          (1,412) (bb)        91,125
 Expenses realized from barter arrangements   ...............                              29,227
 Amortization of program contract costs and net realizable
   value adjustments ........................................                              47,874
 Amortization of deferred compensation  .....................                                 350
 Depreciation and amortization of property and equipment ....            (897) (cc)        15,449
 Amortization of acquired intangible broadcasting assets,
   non-compete and consulting agreements and other assets ...           7,167 (ff)         65,248
                                                                 ------------           ---------         -----------
  Total operating expenses  .................................           4,858             340,869                  --
                                                                 ------------           ---------         -----------
  Broadcast operating income (loss)  ........................          (4,858)             94,466                  --
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .........         (13,621) (jj)       (94,053)             (2,832) (kk)
 Gain on Sale of Station ....................................                               9,401
 Interest income   ..........................................                               1,364
 Subsidiary trust distributions   ...........................                             (17,470)
 Other income   .............................................                                (240)
                                                                 ------------           ---------         -----------
  Income (loss) before provision (benefit) for income taxes           (18,479)             (6,532)             (2,832)
PROVISION (BENEFIT) FOR INCOME TAXES ........................          (7,392) (y)           (505)             (1,170)
                                                                 ------------           ---------         -----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................         (11,087)             (6,027)             (1,662)
EXTRAORDINARY ITEM ..........................................              --                  --              (6,280) (z)
                                                                 ------------           ---------         -----------
NET INCOME (LOSS)  ..........................................    $    (11,087)          $  (6,027)        $    (7,942)
                                                                 ============           =========         ===========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................                           $ (13,790)
                                                                                        =========
NET INCOME (LOSS) PER COMMON SHARE AND
 COMMON EQUIVALENT SHARE:   .................................
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................                           $   (0.14)
                                                                                        =========
EXTRAORDINARY ITEM ..........................................                           $      --
                                                                                        =========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................                           $   (0.32)
                                                                                        =========
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING ..............................                              43,274
                                                                                        =========
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                              HYTOPS ISSUANCE,
                                                                 JULY DEBT
                                                                 ISSUANCE,
                                                                COMMON STOCK
                                                                  OFFERING,
                                                               PREFERRED STOCK
                                                                  OFFERING
                                                                  HERITAGE
                                                                ACQUISITION,
                                                                  TENDER,
                                                                 OFFER AND
                                                                  OFFERING
                                                              -----------------
REVENUES:
<S>                                                                <C>
 Station broadcast revenues, net of agency commissions ......      400,381
 Revenues realized from station barter arrangements .........       34,954
                                                                 ---------
  Total revenues   ..........................................      435,335
                                                                 =========
OPERATING EXPENSES:
 Program and production  ....................................       91,596
 Selling, general and administrative ........................       91,125
 Expenses realized from barter arrangements   ...............       29,227
 Amortization of program contract costs and net realizable
   value adjustments ........................................       47,874
 Amortization of deferred compensation  .....................          350
 Depreciation and amortization of property and equipment ....       15,449
 Amortization of acquired intangible broadcasting assets,
   non-compete and consulting agreements and other assets ...       65,248
                                                                 ---------
  Total operating expenses  .................................      340,869
                                                                 ---------
  Broadcast operating income (loss)  ........................       94,466
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .........      (96,885)
 Gain on Sale of Station ....................................        9,401
 Interest income   ..........................................        1,364
 Subsidiary trust distributions   ...........................      (17,470)
 Other income   .............................................         (240)
                                                                 ---------
  Income (loss) before provision (benefit) for income taxes         (9,364)
PROVISION (BENEFIT) FOR INCOME TAXES ........................       (1,675)
                                                                 ---------
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................       (7,689)
EXTRAORDINARY ITEM ..........................................       (6,280)
                                                                 ---------
NET INCOME (LOSS)  ..........................................    $ (13,969)
                                                                 =========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................    $ (21,732)
                                                                 =========
NET INCOME (LOSS) PER COMMON SHARE AND
 COMMON EQUIVALENT SHARE:   .................................
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................    $   (0.18)
                                                                 =========
EXTRAORDINARY ITEM ..........................................    $   (0.15)
                                                                 =========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................    $   (0.50)
                                                                 =========
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING ..............................       43,274
                                                                 =========
</TABLE>


                                        5

<PAGE>


                         SINCLAIR BROADCAST GROUP, INC.
             NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
(a) The  Flint-TV  column  reflects the results of  operations  for WSMH for the
    period from January 1, 1996 to February 28, 1996,  the date the  acquisition
    of Flint-TV was consummated.
(b) The Superior  column reflects the results of operations for Superior for the
    period  from  January 1, 1996 to May 7, 1996,  the date the  acquisition  of
    Superior was consummated.
(c) The KSMO  column  reflects  the  results of  operations  for the period from
    January 1, 1996 to June 30, 1996 as the  transaction was consummated in July
    1996.
(d) The WSTR  column  reflects  the  results of  operations  for the period from
    January  1, 1996 to July 31,  1996 as the  transaction  was  consummated  in
    August 1996.
(e) The River City  column  reflects  the results of  operations  for River City
    (including  KRRT, Inc.) for the period from January 1, 1996 to May 31, 1996,
    the date the River City acquisition was consummated. The WSYX column removes
    the  results  of WSYX from the  results  of River City for the period as the
    Company has not yet acquired WSYX. See "Business of Sinclair -- Broadcasting
    Acquisition  Strategy" contained in the Company's Current Report on Form 8-K
    filed on October 8, 1997.
(f) The WYZZ  column  reflects  the  results of  operations  for the period from
    January 1, 1996 to June 30, 1996 as the  transaction was consummated in July
    1996.
(g) The  Heritage   Acquisition  column  reflects  the  Pro  Forma  Consolidated
    Statement of Operations  for the period from January 1, 1996 to December 31,
    1996 and the Pro Forma  Consolidated  Statement of Operations for the period
    from January 1, 1997 to  September  30,  1997.  The KOKH column  removes the
    results of KOKH from the results of Heritage for both periods to reflect the
    sale of  KOKH,  which  is  required  pursuant  to the  Heritage  Acquisition
    Agreements  and with  respect to which the Company has entered into a letter
    of intent. See "Business of Sinclair -- 1997 Acquisitions"  contained in the
    Company's Current Report on Form 8-K filed on October 8, 1997.
(h) To adjust River City operating  expenses for non-recurring LMA payments made
    to KRRT,  Inc.  for KRRT,  Inc.  debt  service and to adjust  River City and
    Superior  operating  expenses for employment  contracts and other  corporate
    overhead expenses not assumed at the time of the 1996 Acquisitions.
(i) To adjust Heritage  operating expenses for corporate overhead expenses which
    the  Company  does not expect to incur  upon  consummation  of the  Heritage
    Acquisition on a going-forward basis.
(j) To  record  compensation  expense  related  to  options  granted  under  the
    Company's Long-Term Incentive Plan:


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



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

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



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



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





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


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



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


                                        6

<PAGE>


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


(o) To record amortization  expense on other assets that relate to the July Debt
    Issuance for one year ($4,500 over 10 years).


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


(q) To  record  interest  expense  for  the  year  ended  December  31,  1996 on
    acquisition financing relating to Superior of $59,850 (under the Bank Credit
    Agreement  at 8.0% for four  months),  KSMO and WSTR of $10,425  and $7,881,
    respectively  (both under the Bank Credit Agreement at 8.0% for six months),
    River City (including  KRRT) of $868,300 (under the Bank Credit Agreement at
    8.0% for five  months)  and of $851 for  hedging  agreements  related to the
    River City financing and WYZZ of $20,194 (under the Bank Credit Agreement at
    8.0% for six months) and eliminate  interest expense  recorded.  No interest
    expense  has been  recorded  for  Flint-TV as it has been  assumed  that the
    proceeds  from the  issuance  of  $300,000,000  in  principal  amount of the
    Company's 10% Senior  Subordinated  Notes due 2005 (the "1995 Notes") issued
    on August 23, 1995 were used to purchase Flint-TV.


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

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



<TABLE>
<CAPTION>

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



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


(t) To record the interest  expense  reduction of $23,055 related to application
    of the net proceeds of the Common Stock  Offering  and the  Preferred  Stock
    Offering to the  outstanding  balance  under the revolving  credit  facility
    offset by an increase in  commitment  fees of $1,286 for the  available  but
    unused portion of revolving credit facility.


(u) To record interest  expense on acquisition  financing of $507,000 (under the
    Bank  Credit  Agreement  at  6.72%)  and  $630 of  commitment  fees  for the
    available  but  unused  portion  of the  revolving  credit  facility  and to
    eliminate interest expense of $16,924 recorded by Heritage.


(v) To record interest expense including deferred financing costs related to the
    Offering and to eliminate  interest  expense  including  deferred  financing
    costs related the Tender Offer.


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



<PAGE>


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


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


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


(z) To record the  extraordinary  loss,  net of the tax  effect,  related to the
    Tender Offer and the  write-off of the deferred  financing  costs related to
    the 1993 Notes.


                                        7

<PAGE>


(aa) Weighted  average  shares  outstanding  on a pro forma basis  assumes  that
     1,150,000  shares of Series B Preferred  Stock were  converted to 4,181,818
     shares of Class A Common Stock and the  Company's  Incentive  Stock Options
     and Long-Term  Incentive Plan Options were  outstanding as of the beginning
     of the period, and that the 4,345,000 shares of Class A Common Stock issued
     in the  Common  Stock  Offering  converted  to  Class A Common  Stock  were
     outstanding as of the beginning of the period.


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



(cc) To record  depreciation  expenses  related to acquired  tangible  assets of
     $2,663 and eliminate  depreciation  expense of $3,560 recorded by Heritage.
     Tangible  assets are to be  depreciated  over lives  ranging from 5 to 29.5
     years.


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


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


(ee) To record amortization  expense on other assets for six months ($4,500 over
     10 years).


(ff) To record  amortization  expense related to acquired  intangible  assets of
     $13,218 and eliminate  amortization expense of $6,051 recorded by Heritage.
     Intangible  assets  are to be  amortized  over lives  ranging  from 1 to 40
     years.


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

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



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


(ii) To record the interest expense  reduction of $16,331 related to application
     of the net proceeds of the Common Stock  Offering and the  Preferred  Stock
     Offering to the  outstanding  balance under the revolving  credit  facility
     offset by an  increase in  commitment  fees of $911 for the  available  but
     unused portion of the revolving credit facility.


(jj) To record interest expense on acquisition  financing of $507,000 (under the
     Bank  Credit  Agreement  at  6.72%)  and  $473 of  commitment  fees for the
     available but unused portion of the revolving credit facility and eliminate
     interest expense of $12,404 recorded by Heritage for the nine months ended.


(kk) To record interest expense  including  deferred  financing costs related to
     the Offering and to eliminate interest expense including deferred financing
     costs related to the Tender Offer for the nine months ended.


(ll) To record subsidiary trust minority  interest expense  ($200,000  aggregate
     liquidation value HYTOPS).

<TABLE>
<CAPTION>
<S>                                                                                         <C>
     Subsidiary trust minority interest expense for six months  ........................    $ (11,625)
     Subsidiary trust minority interest expense recorded by the Company for three months        7,007
                                                                                            ---------
     Pro forma adjustment   ............................................................    $  (4,618)
                                                                                            =========
</TABLE>


                                        8



<PAGE>

                          HERITAGE MEDIA SERVICES, INC.


                        CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 1996


                                    CONTENTS


<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         -----
<S>                                                                                      <C>
Report of Independent Public Accountants .............................................    F-2
Consolidated Financial Statements
 Consolidated Balance Sheet  .........................................................    F-3
 Consolidated Statement of Operations ................................................    F-4
 Consolidated Statement of Stockholders' Equity   ....................................    F-5
 Consolidated Statement of Cash Flows ................................................    F-6
 Notes to Consolidated Financial Statements ..........................................    F-7
Unaudited Financial Statements
 Unaudited Consolidated Balance Sheets as of December 31, 1996 and September 30, 1997.   F-14
 Unaudited Consolidated Statements of Operations for the Nine Months Ended September
   30, 1996 and 1997   ...............................................................   F-15
 Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September
   30, 1996 and 1997   ...............................................................   F-16
 Notes to Financial Statements  ......................................................   F-17
</TABLE>


                                       F-1

<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Stockholders of
Sinclair Broadcast Group, Inc. and Subsidiaries:


     We have audited the  accompanying  consolidated  balance  sheet of Heritage
Media Services,  Inc. --  Broadcasting  Segment as of December 31, 1996, and the
related  consolidated  statements of operations,  stockholder's  equity and cash
flows for the year then ended. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

     We conducted  our audit 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 audit provides a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly,  in all material  respects,  the financial  position of Heritage
Media Services,  Inc. -- Broadcasting  Segment, as of December 31, 1996, and the
results  of its  operations  and its cash  flows  for the year  then  ended,  in
conformity with generally accepted accounting principles.

                                                  ARTHUR ANDERSEN LLP



Baltimore, Maryland,
July 30, 1997


                                       F-2

<PAGE>

              HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 1996
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
<S>                                                                                  <C>
                                                  ASSETS
CURRENT ASSETS
 Cash and cash equivalents ......................................................    $   2,151
 Accounts receivable, net of allowance for doubtful accounts of $1,348  .........       20,036
 Current portion of program contract costs   ....................................        1,006
 Prepaid expenses and other current assets   ....................................          138
 Deferred barter costs  .........................................................        1,911
 Deferred tax asset  ............................................................          215
                                                                                     ---------
 Total current assets   .........................................................       25,457
PROGRAM CONTRACT COSTS, less current portion ....................................        1,867
PROPERTY AND EQUIPMENT, net   ...................................................       30,005
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net ....................................      163,626
OTHER ASSETS   ..................................................................          821
                                                                                     ---------
 Total Assets  ..................................................................    $ 221,776
                                                                                     =========
                           LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable ...............................................................    $     148
 Accrued liabilities ............................................................        5,251
 Deferred revenues   ............................................................          428
 Deferred barter revenues  ......................................................        1,746
 Current portion of program contracts payable   .................................        2,079
                                                                                     ---------
   Total current liabilities  ...................................................        9,652
PROGRAM CONTRACTS PAYABLE  ......................................................        1,534
DUE TO AFFILIATE  ...............................................................      178,393
DEFERRED TAX LIABILITY  .........................................................          563
OTHER LONG-TERM LIABILITIES   ...................................................          152
                                                                                     ---------
   Total Liabilities ............................................................      190,294
                                                                                     ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
 Common stock, $1.00 par value, 3,576,000 shares authorized and 2,591,586 shares
   issued and outstanding  ......................................................        2,592
 Common stock, no par value, 300 shares authorized and 200 shares issued and out-
   standing .....................................................................           --
 Additional paid-in capital   ...................................................       66,174
 Accumulated deficit ............................................................      (37,284)
                                                                                     ---------
   Total Stockholders' Equity ...................................................       31,482
                                                                                     ---------
   Total Liabilities and Stockholders' Equity   .................................    $ 221,776
                                                                                     =========
</TABLE>

The accompanying notes are an integral part of this consolidated balance sheet.


                                       F-3

<PAGE>


              HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
<S>                                                                                <C>
REVENUES:
 Station broadcast revenues, net of agency commissions of $16,727  ............    $  95,302
 Revenues realized from station barter arrangements ...........................        4,292
                                                                                   ---------
   Total revenue   ............................................................       99,594
                                                                                   ---------
OPERATING EXPENSES:
 Programming and production ...................................................       20,089
 Selling, general and administrative ..........................................       31,916
 Expenses realized from station barter arrangements ...........................        3,478
 Amortization of program contract costs and net realizable value adjustments ..        3,165
 Depreciation and amortization of property and equipment  .....................        5,472
 Amortization of acquired intangible broadcasting assets  .....................        8,460
                                                                                   ---------
   Total operating expenses ...................................................       72,580
                                                                                   ---------
   Broadcast operating income  ................................................       27,014
                                                                                   ---------
OTHER INCOME (EXPENSE):
 Interest expense  ............................................................      (17,949)
 Gain on sale of assets  ......................................................        6,031
 Other expense  ...............................................................         (203)
                                                                                   ---------
   Income before income tax provision   .......................................       14,893
INCOME TAX PROVISION  .........................................................       (7,853)
                                                                                   ---------
 Net income  ..................................................................    $   7,040
                                                                                   =========
</TABLE>

  The accompanying notes are an integral part of this consolidated statement.

                                       F-4

<PAGE>


              HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                                 (IN THOUSANDS)




<TABLE>
<CAPTION>
                                           COMMON STOCK       ADDITIONAL
                                        -------------------    PAID-IN      ACCUMULATED     STOCKHOLDER'S
                                         SHARES     AMOUNT     CAPITAL        DEFICIT          EQUITY
                                        --------   --------   -----------   -------------   --------------
<S>                                       <C>       <C>         <C>          <C>              <C>
BALANCE
 December 31, 1995 ..................     2,592     $2,592      $14,368      $ (13,804)       $   3,156
 Parent capital contributions  ......        --         --       43,024             --           43,024
 Parent non-cash contribution  ......        --         --        8,782             --            8,782
 Dividends to parent  ...............        --         --           --        (30,520)         (30,520)
 Net income  ........................        --         --           --          7,040            7,040
                                          -----     ------      -------      ---------        ---------
BALANCE,
 December 31, 1996 ..................     2,592     $2,592      $66,174      $ (37,284)       $  31,482
                                          =====     ======      =======      =========        =========
</TABLE>

  The accompanying notes are an integral part of this consolidated statement.

                                       F-5
<PAGE>


              HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
<S>                                                                                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income  .....................................................................   $  7,040
 Adjustments to reconcile net income to net cash flows from operating activities:
   Depreciation and amortization of property and equipment   .....................      5,472
   Amortization:
    Acquired intangible broadcasting assets   ....................................      8,460
    Program contract costs and net realizable adjustments ........................      3,165
    Deferred finance costs  ......................................................        316
   Gain on sale of assets   ......................................................     (6,031)
   Amortization of deferred compensation   .......................................        135
 Changes in assets and liabilities, net of effects of acquisitions:   ............
   Increase in accounts receivable, net ..........................................     (1,681)
   Increase in other assets ......................................................       (147)
   Decrease in prepaid expenses   ................................................        810
   Increase in deferred tax asset ................................................        (77)
   Decrease in accounts payable and accrued liabilities   ........................     (3,486)
   Net effect of change in deferred barter revenues and deferred barter costs  ...        (53)
   Increase in deferred revenues  ................................................        151
   Decrease in deferred tax liability   ..........................................        (24)
   Decrease in other long-term liabilities .......................................        (44)
 Payments on program contracts payable  ..........................................     (2,565)
                                                                                     --------
      Net cash flows from operating activities   .................................     11,441
                                                                                     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisition of property and equipment  ..........................................     (6,938)
 Proceeds from sale of assets  ...................................................     13,759
 Payments for acquisitions  ......................................................     (9,384)
                                                                                     --------
      Net cash flows from investing activities   .................................     (2,563)
                                                                                     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends to parent  ............................................................    (30,520)
 Decrease in due to affiliate  ...................................................    (21,030)
 Capital contributions made by parent   ..........................................     43,024
                                                                                     --------
      Net cash flows from financing activities   .................................     (8,526)
                                                                                     --------
NET INCREASE IN CASH AND CASH EQUIVALENTS  .......................................        352
CASH AND CASH EQUIVALENTS, beginning of period   .................................      1,799
                                                                                     --------
CASH AND CASH EQUIVALENTS, end of period   .......................................   $  2,151
                                                                                     ========
SUPPLEMENTAL DISCLOSURE:
 Program rights acquired .........................................................   $  3,674
                                                                                     ========
</TABLE>


   The accompanying notes are an integral part of this consolidated statement.

                                       F-6

<PAGE>


               HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1996


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

     Heritage Media Services, Inc. ("HMSI"), an Iowa corporation operates in two
segments - Marketing  Services and  Broadcasting.  The parent company of HMSI is
Heritage Media Corporation  ("HMC"),  a Delaware  corporation.  The accompanying
consolidated  financial  statements  include the accounts of the  television and
radio operations,  which are collectively referred to hereafter as "the Company,
the  Companies  or the  Broadcasting  Segment."  The Company  owns and  operates
television and radio stations throughout the United States. Also included in the
accompanying  consolidated financial statements are the results of operations of
WFGX-TV Channel 35 in Ft. Walton Beach,  Florida,  pursuant to a Local Marketing
Agreement ("LMA").


Disclosure of Certain Significant Risks and Uncertainties

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

     In the opinion of management, credit risk with respect to trade receivables
is limited due to the large number of  diversified  customers and the geographic
diversification  of the Company's  customer base. The Company  performs  ongoing
credit  evaluations  of its customers and believes that adequate  allowances for
any  uncollectable  trade  receivables are maintained.  At December 31, 1996, no
receivable  from  any  customer  exceeded  5% of  stockholder's  equity,  and no
customer accounted for more than 10% of net revenues in 1996.


Acquired Intangible Broadcasting Assets

     Acquired intangible broadcasting assets are being amortized over periods of
4 to 40 years.  These amounts result from the acquisition of certain  television
and radio  station  license  and  nonlicense  assets  (see Note 9). The  Company
monitors  the  individual  financial  performance  of each of the  stations  and
continually  evaluates the  realizability  of intangible and tangible assets and
the  existence of any  impairment to its  recoverability  based on the projected
undiscounted cash flows of the respective stations.

     Intangible  assets,  at cost,  as of  December  31,  1996,  consist  of the
following (in thousands):


<TABLE>
<CAPTION>
                                                                     AMORTIZATION
                                                                        PERIOD          1996
                                                                    ---------------   ---------
<S>                                                                   <C>              <C>
   Goodwill, net of accumulated amortization of $48,077 .........          40 years    $135,925
   FCC licenses, net of accumulated amortization of $2,612 ......     14 - 25 years      26,754
   Other, net of accumulated amortization of $635 ...............      4 - 25 years         947
                                                                                       --------
                                                                                       $163,626
                                                                                       ========
</TABLE>


                                       F-7

<PAGE>


               HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

Property and Equipment

     Property and  equipment are stated at cost less  accumulated  depreciation.
Depreciation is recorded on the  straight-line  basis over the estimated  useful
lives of the assets. Property and equipment at December 31, 1996, are summarized
as follows (in thousands):



                                              USEFUL LIFE       1996
                                            ---------------   ------------
   Land .................................         --           $   2,685
   Broadcasting equipment ...............    5 - 25 years         41,268
   Buildings and improvements   .........   12 - 30 years          7,369
   Other equipment  .....................    4 -  8 years          9,904
                                                               ---------
                                                                  61,226
   Less: Accumulated depreciation  ......                        (31,221)
                                                               ---------
                                                               $  30,005
                                                               =========

Programming

     The Company has agreements with  distributors  for the rights to television
programming  over contract  periods which generally run from one to seven years.
Contract payments are made in installments over terms that are generally shorter
than the contract period.  Each contract is recorded as an asset and a liability
when the  license  period  begins  and the  program is  available  for its first
showing.  The  portion  of the  program  contracts  payable  within  one year is
reflected  as a  current  liability  in the  accompanying  consolidated  balance
sheets.


     The  rights  to  program   materials  are  reflected  in  the  accompanying
consolidated  balance  sheet at the lower of  unamortized  cost or estimated net
realizable  value.  Estimated net realizable  values are based upon management's
expectation  of  future  advertising  revenues  net of sales  commissions  to be
generated by the program  material.  Amortization  of program  contract costs is
charged to operations by the  straight-line  method over the contract  period or
based on usage,  whichever  yields the greater  amortization  for each  program.
Program  contract  costs,  estimated  by  management  to  be  amortized  in  the
succeeding year, are classified as current assets.  Payments of program contract
liabilities  are  typically  paid on a scheduled  basis and are not  affected by
adjustments for amortization or estimated net realizable value.


Barter Transactions


     Certain program  contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts are
recorded  as  the  programs  are  aired  at  the  estimated  fair  value  of the
advertising  air  time  given  in  exchange  for  the  program  rights.  Network
programming is excluded from these calculations.


     The Company  broadcasts  certain  customers'  advertising  in exchange  for
equipment,  merchandise and services. The estimated fair value of the equipment,
merchandise  or services  received is recorded as deferred  barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred barter
revenues.  The deferred  barter costs are  expensed or  capitalized  as they are
used,  consumed or received.  Deferred  barter  revenues are  recognized  as the
related advertising is aired.


Other Assets


     Debt issuance  costs are amortized to interest  expense using the effective
interest method over the period of the related debt agreement.


                                       F-8

<PAGE>


               HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

Revenues

     Broadcast revenues are derived primarily from local,  regional and national
advertising and network  compensation.  Advertising revenues are recognized upon
the airing of  commercials,  while network  revenues are  recognized  monthly as
earned.  Revenues are presented  net of  advertising  agency and national  sales
representatives' commissions.


Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of

     The Company  adopted the  provisions of SFAS No. 121,  "Accounting  for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of " on
January 1, 1996.  This  statement  requires that  long-lived  assets and certain
identifiable  intangibles be reviewed for impairment  whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying  amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired,  the
impairment  to be  recognized  is measured  by the amount by which the  carrying
amount of the assets exceed the fair value of the assets.  Assets to be disposed
of are reported at the lower of the carrying  amount or fair value less costs to
sell. Initial adoption of this statement,  as of January 1, 1996, did not have a
material impact on the Company's financial position or results of operations.


Local Marketing Agreements

     The  Company  generally  enters  into LMAs and  similar  arrangements  with
stations  located in markets in which the Company  already  owns and  operates a
station and, in connection with  acquisitions,  pending  regulatory  approval of
transfer of license  assets.  Under the terms of these  agreements,  the Company
makes  specified  periodic  payments to the  owner-operator  in exchange for the
grant to the Company of the right to program and sell advertising on a specified
portion of the  station's  inventory of  broadcast  time.  Nevertheless,  as the
holder  of  the  FCC  license,  the  owner-operator  retains  full  control  and
responsibility  for the  operation  of the station,  including  control over all
programming broadcast on the station. 


2. ACCRUED EXPENSES:

     Accrued  expenses  consist of the  following  at  December  31,  1996,  (in
thousands):





                                                   1996
                                                  -------
          Commissions  ........................   $1,449
          Payroll and employee benefits  ......      960
          Other  ..............................    2,842
                                                  ------
                                                  $5,251
                                                  ======


3. DUE TO AFFILIATE:

     The Company has an arrangement  with HMSI whereby HMSI will provide certain
management  and other  services to the Company.  The services  provided  include
consultation  and direct  management  assistance  with respect to operations and
strategic planning.  The Broadcasting  Segment was allocated  approximately $2.0
million of corporate overhead expenses for these services.


     In order to fund  acquisitions and provide  operating  funds,  HMSI entered
into a bank credit  agreement.  The debt used to finance  acquisitions  and fund
daily  operations of the  Broadcasting  Segment was recorded by the Broadcasting
Segment as affiliate borrowings in the accompanying  consolidated balance sheet.
HMSI allocates interest at a rate of approximately 10.0%, which approximates the
average rate 


                                       F-9

<PAGE>


               HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )


paid  on the borrowings. Associated with the HMSI debt, the Broadcasting Segment
was  allocated  approximately  $.6  million  of  deferred  financing  costs. The
deferred  financing  costs  are being amortized over the term of the bank credit
agreement.


4. PROGRAM CONTRACTS PAYABLE:

     Future payments required under program contracts payable as of December 31,
1996, are as follows (in thousands):


          1997   .......................................    $  2,079
          1998   .......................................       1,151
          1999   .......................................         324
          2000   .......................................          59
                                                            --------
                                                               3,613
          Less: Current portion ........................      (2,079)
                                                            --------
          Long-term portion of program contracts payable    $  1,534
                                                            ========

     The Company has estimated the fair value of its program  contract  payables
and  noncancellable  commitments at approximately $2.6 million and $0.4 million,
respectively, at December 31, 1996, based on future cash flows discounted at the
Company's current borrowing rate.


Broadcast Program Rights

     The Company has entered into  contracts for broadcast  program  rights that
expire  at  various  dates  during  the  next  four  years.  Contracts  totaling
approximately $0.5 million relate to programs which are not currently  available
for use and,  therefore,  are not  reflected  as  assets or  liabilities  in the
accompanying consolidated balance sheet at December 31, 1996.


5. INCOME TAXES:


     HMC files a consolidated  federal tax return and separate state tax returns
for each of its subsidiaries in certain filing jurisdictions. It is HMC's policy
to pay the  federal  income  tax  provision  of the  Company.  The  accompanying
financial  statements  have been prepared in accordance with the separate return
method of FASB 109,  whereby the  allocation of the federal tax provision due to
HMC is based on what the subsidiary's current and deferred federal tax provision
would have been had the subsidiary  filed a federal income tax return outside of
its  consolidated  group.  The Company is not required to reimburse  HMC for its
federal  tax  provision.  Accordingly,  this  amount  is  recorded  as a capital
contribution in the accompanying  consolidated financial statements.  No federal
deferred  tax assets or  liabilities  are  recorded  because  those  amounts are
considered  currently  paid to or  received  by HMC.  The  federal and state tax
provision  was  calculated  based on  pretax  income,  plus or  minus  permanent
book-to-tax differences, times the statutory tax rate of 40%. The Company had no
alternative  minimum tax credit  carryforwards  as of  December  31,  1996.  The
effective  tax  rate of 53%  exceeds  the  statutory  tax rate of 40% due to the
effects of non-deductible goodwill. 


                                      F-10

<PAGE>


              HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

   The   provision for income taxes consists of the following as of December 31,
         1996 (in thousands):



          Current:
            Federal ........................    $6,762
            State   ........................     1,192
                                                ------
                                                 7,954
                                                ------
          Deferred:
            Federal ........................        --
            State   ........................      (101)
                                                ------
                                                  (101)
                                                ------
          Provision for income taxes  ......    $7,853
                                                ======

     The following  table  summarizes  the state tax effects of the  significant
types of temporary  differences  between financial reporting basis and tax basis
which were generated during the year ended December 31, 1996.



          Deferred Tax Assets:
            Bad debt reserve  ..................   $ 80
            Accruals ...........................    135
                                                   ----
                                                   $215
                                                   ====
          Deferred Tax Liability:
            Depreciation   .....................   $563
                                                   ----
                                                   $563
                                                   ====

6. EMPLOYEE BENEFIT PLAN:


     Company employees are covered by HMC's Retirement Savings Plan (the "Plan")
whereby participants may contribute portions of their annual compensation to the
Plan and  certain  contributions  may be made at the  discretion  of the Company
based on criteria set forth in the Plan  agreement.  Participants  are generally
100% vested in Company  contributions  after five years of  employment  with the
Company. Company expenses under the Plan were not material in 1996. 


7. RELATED PARTY TRANSACTIONS:


     The  Company  regularly  receives  certain  advances  from  HMC  which  are
evidenced by a subordination  agreement.  These advances are noninterest-bearing
and subordinated to borrowings under the credit  agreements but may be repaid if
such repayment does not result in covenant violations under those agreements.


8. CONTINGENCIES AND OTHER COMMITMENTS:


Leases and Contracts

     The  Company   and  its   subsidiaries   lease   certain   real   property,
transportation  and  other  equipment  under  noncancellable   operating  leases
expiring  at  various  dates  through  2010.  The  Company  also  has  long-term
contractual  obligations  with two major  broadcast  ratings  firms that provide
monthly  ratings  services and guaranteed  store  contracts.  Rent expense under
theses leases for the year ended December 31, 1996 aggregated approximately $1.6
million.


                                      F-11

<PAGE>

               HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

     Future minimum payments under the leases are as follows (in thousands):



          1997  .....................   $1,287
          1998  .....................    1,167
          1999  .....................    1,097
          2000  .....................      973
          2001 and thereafter  ......    4,662
                                        ------
                                        $9,186
                                        ======

Litigation

     The Company is a party to lawsuits  which are  generally  incidental to its
business.  Management  of the Company  does not believe the  resolution  of such
matters will have a significant  effect on its liquidity,  financial position or
results of operations.


9. ACQUISITIONS:

     In February  1996,  the  Company  acquired  WMYU and WWST-FM in  Knoxville,
Tennessee,  for $6.5 million.  Also in February 1996, the Company  completed the
sale of KEVN-TV, Rapid City, South Dakota. As a result of this sale, the Company
recognized a gain of $6.0 million.

     In March 1996, HMC contributed the stock of KIHT-FM to the Company for $7.2
million.  Because HMC and the Company are under common control, the transactions
were  accounted  for at  historical  cost in a manner  similar  to a pooling  of
interests. Accordingly, the consolidated financial statements include the assets
and liabilities and results of operations of the contributed subsidiary from the
dates of acquisition by HMC.

     The  acquisitions  discussed  above  were  recognized  in the  consolidated
financial statements as follows (in thousands):


                                                                 1996
                                                              -----------
          Purchase price - cash paid by Parent, net of cash
            acquired   ....................................    $  9,384
          Less: Assets acquired ...........................      (3,388)
          Add: Liabilities assumed ........................       1,176
                                                               --------
               Goodwill purchased  ........................    $  7,172
                                                               ========

10. FINANCIAL INFORMATION BY SEGMENT:

     The  Company  operates in two  principal  business  segments --  television
broadcasting  and radio  broadcasting.  At December  31,  1996,  the  television
segment included five television  stations for which the Company is the licensee
and one station which is operated under a local marketing  agreement.  These six
stations operate in six different markets in the continental United States.

     The radio group currently operates 23 radio stations, including three under
an  LMA  pending   acquisition,   and  has  recently  announced  two  additional
transactions  involving trades of existing stations in like-kind exchanges.  The
radio group will own and  operate 24 stations  (seven AM, 17 FM) in seven of the
top 50 largest markets by population  after all pending  transactions  have been
completed. The holdings include at least three stations (and two FM stations) in
every market.


                                      F-12

<PAGE>


               HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )


                                                      1996
                                                 ---------------
                                                 (IN THOUSANDS)
          TELEVISION
            Net broadcasting revenue .........      $ 46,316
            Station operating expenses  ......        30,982
            Station operating income .........        15,334
            Total assets .....................        83,848
            Capital expenditures  ............         5,791
          RADIO
            Net broadcasting revenue .........      $ 53,278
            Station operating expenses  ......        41,598
            Station operating income .........        11,680
            Total assets .....................       137,928
            Capital expenditures  ............         1,147
          CONSOLIDATED
            Net broadcasting revenue .........      $ 99,594
            Station operating expenses  ......        72,580
            Station operating income .........        27,014
            Total assets .....................       221,776
            Capital expenditures  ............         6,938

11. SUBSEQUENT EVENTS:

     On January 7, 1997,  the Company  completed  the  purchase of the assets of
WHRR-FM, serving Rochester, New York, for $1.9 million. On January 24, 1997, the
Company  completed the purchase of the assets of KXTR-FM,  serving  Kansas City,
Missouri, for $9.7 million.

     On January 21, 1997,  the Company  announced  plans to trade its Knoxville,
Tennessee  stations,  WMYU-FM and WWST-FM for KQRC-FM  serving Kansas City, in a
like-kind  exchange.  On  February  18,  1997,  the Company  announced  plans to
exchange  WVAW-FM,  its station in Cincinnati,  for WGH-FM,  WVCL-FM and WGH-AM,
serving  Norfolk,  Virginia,  plus $5 million cash. The Company will operate the
Norfolk  stations under a LMA. Both  transactions are subject to approval by the
Federal Communications Commission (the "FCC").

     In July  1997,  The News  Corporation  Limited  entered  into an asset sale
agreement  with Sinclair  Broadcast  Group,  Inc.  ("Sinclair")  to sell certain
television and radio assets of the Broadcasting  Segment of HMC to Sinclair upon
the  closing of the  proposed  merger  agreement  between  The News  Corporation
Limited and HMC. The merger remains  contingent upon FCC approval.  The proposed
sale price to Sinclair is $630 million in cash. The sale is expected to occur in
the first quarter of 1998. 


                                      F-13

<PAGE>


              HERITAGE MEDIA SERVICES INC. -- BROADCASTING SEGMENT
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                       DECEMBER 31,     SEPTEMBER 30,
                                                                           1996             1997
                                                                       --------------   --------------
<S>                                                                      <C>              <C>
                                         ASSETS
Current Assets:
 Cash and cash equivalents   .......................................     $   2,151        $   2,037
 Accounts receivable, net of allowance for doubtful accounts  ......        20,036           20,546
 Deferred barter costs .............................................         1,911            2,278
 Prepaid expenses and other current assets  ........................           138            1,447
 Deferred tax asset ................................................           215              215
 Current portion of program contract costs  ........................         1,006            2,140
                                                                         ---------        ---------
   Total current assets   ..........................................        25,457           28,663
Property and equipment, net  .......................................        30,005           28,387
Acquired intangible broadcasting assets, net   .....................       163,626          169,673
Program contract costs, less current portion   .....................         1,867            1,075
Other assets  ......................................................           821              359
                                                                         ---------        ---------
   Total assets  ...................................................     $ 221,776        $ 228,157
                                                                         =========        =========
                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Accounts payable   ................................................     $     148        $     323
 Deferred barter revenues ..........................................         1,746            1,938
 Accrued liabilities   .............................................         5,251            1,389
 Deferred revenues  ................................................           428               90
 Current portion of program contracts payable  .....................         2,079            1,461
                                                                         ---------        ---------
   Total current liabilities .......................................         9,652            5,201
Long-Term Liabilities:
 Due to affiliate   ................................................       178,393          180,191
 Deferred tax liability   ..........................................           563              563
 Program contracts payable   .......................................         1,534            1,761
 Other long-term liabilities .......................................           152              390
                                                                         ---------        ---------
   Total liabilities   .............................................       190,294          188,106
                                                                         ---------        ---------
Commitments and contingencies   ....................................
Stockholders' equity:
 Common stock, $1.00 par value, 3,576,000 shares authorized and
   2,591,586 issued and outstanding   ..............................         2,592            2,592
 Common stock, no par value, 300 shares authorized and 200 shares
   issued and outstanding ..........................................            --               --
 Additional paid-in capital  .......................................        66,174           66,174
 Accumulated deficit   .............................................       (37,284)         (28,715)
                                                                         ---------        ---------
   Total stockholders' equity   ....................................        31,482           40,051
                                                                         ---------        ---------
   Total liabilities and stockholders' equity  .....................     $ 221,776        $ 228,157
                                                                         =========        =========
</TABLE>

The  accompanying  notes are an integral  part of these  unaudited  consolidated
statements.

                                      F-14

<PAGE>

              HERITAGE MEDIA SERVICES INC. -- BROADCASTING SEGMENT
                      CONSOLIDATED STATEMENTS OF OPERATIONS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                         1996           1997
                                                                       ------------   ------------
<S>                                                                     <C>            <C>
Revenues:
 Station broadcast revenues, net of agency commissions  ............    $  66,631      $  73,049
 Revenues realized from station barter arrangements  ...............        3,059          3,860
                                                                        ---------      ---------
   Total revenues   ................................................       69,690         76,909
Operating Expenses:
 Program and production   ..........................................       22,374         24,578
 Selling, general and administrative  ..............................       14,743         15,037
 Expenses realized from station barter arrangements  ...............        2,228          3,053
 Depreciation and amortization of property and equipment   .........        4,025          4,238
 Amortization of program contract costs and net realizable value ad-
   justments .......................................................        1,093          1,275
 Amortization of acquired intangible broadcasting assets   .........        6,296          6,326
                                                                        ---------      ---------
   Total operating expenses  .......................................       50,759         54,507
                                                                        ---------      ---------
   Broadcast operating income   ....................................       18,931         22,402
Other Income (Expense):
 Interest expense   ................................................      (14,246)       (13,412)
 Gain on sale of assets   ..........................................        6,031              3
 Gain on exchange of assets  .......................................           --          9,401
 Other (expense) ...................................................         (152)          (279)
                                                                        ---------      ---------
 Income before income tax provision   ..............................       10,564         18,115
                                                                        ---------      ---------
Income Tax Provision   .............................................        5,567          9,546
                                                                        ---------      ---------
   Net Income ......................................................    $   4,997      $   8,569
                                                                        =========      =========
</TABLE>

The  accompanying  notes are an integral  part of these  unaudited  consolidated
statements

                                      F-15

<PAGE>


             HERITAGE MEDIA SERVICES INC. -- BROADCASTING SEGMENT
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                      1996           1997
                                                                                    -----------   --------------
<S>                                                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income .....................................................................   $  4,997        $  8,569
 Adjustments to reconcile net income to net cash flows from operating activities:
   Depreciation and amortization of property and equipment  .....................      4,025           4,238
   Amortization:
    Acquired intangible broadcasting assets  ....................................      6,296           6,326
    Program contract costs and net realizable adjustments   .....................      1,093           1,275
    Deferred finance costs ......................................................        201             249
   Gain on sale of assets  ......................................................     (6,031)             (3)
   Gain of exchange of assets ...................................................         --          (9,401)
 Changes in assets and liabilities, net of effects of acquisitions:
   Decrease (increase) in accounts receivable, net ..............................      3,324            (510)
   (Increase) decrease in other assets ..........................................     (1,178)            462
   Increase in prepaid expenses and other current assets ........................       (529)         (1,308)
   Decrease in accounts payable and accrued liabilities  ........................     (1,208)         (3,687)
   Net effect of change in deferred barter revenues and deferred barter costs ...       (361)           (176)
   Decrease in deferred revenues ................................................        (99)           (338)
   Increase in deferred tax liability  ..........................................         24              --
   Decrease (increase) in other long-term liabilities ...........................        (27)            238
Payments on program contracts payable  ..........................................     (1,836)         (2,008)
                                                                                    --------        ----------
     Net cash flows from operating activities   .................................      8,691           3,926
                                                                                    --------        ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Payments for acquisitions ......................................................     (8,022)        (13,146)
 Acquisition of property and equipment ..........................................     (6,029)         (2,510)
 Proceeds from exchange of assets   .............................................         --          11,979
 Proceeds from sale of assets ...................................................     13,759              --
                                                                                    --------        ----------
     Net cash flows used in investing activities   ..............................       (292)         (3,677)
                                                                                    --------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends paid, contributions received, net ....................................     12,504              --
 (Decrease) in due to affiliate  ................................................    (20,889)           (363)
                                                                                    --------        ----------
     Net cash used in financing activities   ....................................     (8,385)           (363)
                                                                                    --------        ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  ...........................         14            (114)
CASH AND CASH EQUIVALENTS, beginning of period  .................................      1,799           2,151
                                                                                    --------        ----------
CASH AND CASH EQUIVALENTS, end of period  .......................................   $  1,813        $  2,037
                                                                                    ========        ==========
SUPPLEMENTAL DISCLOSURE:
 Program rights acquired   ......................................................   $  3,292        $  1,617
                                                                                    ========        ==========
</TABLE>

The  accompanying  notes are an integral  part of these  unaudited  consolidated
statements.

                                      F-16

<PAGE>

               HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997



1. ORGANIZATION

Basis of Presentation

     Heritage Media Services,  Inc. ("HMSI") operates in two segments  Marketing
Services  and  Broadcasting.  The  parent  company  of  HMSI is  Heritage  Media
Corporation ("HMC"). The accompanying  consolidated financial statements include
the accounts of the  television  and radio  operations,  which are  collectively
referred  to  hereafter  as "the  Company,  the  Companies  or the  Broadcasting
Segment." The Company owns and operates television and radio stations throughout
the United  States.  Also included in the  accompanying  consolidated  financial
statements  are the results of  operations  of WFGX-TV  Channel 35 in Ft. Walton
Beach, Florida, pursuant to a LMA.


2. DUE TO AFFILIATE

     The Company has an arrangement  with HMSI whereby HMSI will provide certain
management  and other  services to the Company.  The services  provided  include
consultation  and direct  management  assistance  with respect to operations and
strategic planning.  The Broadcasting  Segment was allocated  approximately $3.0
million of corporate overhead expenses for these services.

     In order to fund  acquisitions and provide  operating  funds,  HMSI entered
into a bank credit  agreement.  The debt used to finance  acquisitions  and fund
daily  operations of the  Broadcasting  Segment was recorded by the Broadcasting
Segment as affiliate borrowings in the accompanying  consolidated balance sheet.
HMSI allocates interest at a rate of approximately 10.0%, which approximates the
average rate paid on the borrowings.


3. BROADCASTING SEGMENT SALE

     In July  1997,  The News  Corporation  Limited  entered  into an asset sale
agreement  with Sinclair  Broadcast  Group,  Inc.  ("Sinclair")  to sell certain
television and radio assets of the Broadcasting  Segment of HMC to Sinclair upon
the  closing of the  proposed  merger  agreement  between  The News  Corporation
Limited and HMC.  The  proposed  sale price to Sinclair is $630 million in cash.
The sale is expected to occur in the first quarter of 1998.  Subsequent to July,
the  merger  between  The News  Corporation  Limited  and HMC was  approved  and
completed. The proposed sale to Sinclair is now contingent upon FCC approval and
the  expiration of the  applicable  waiting  period under the Hart  Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act").


                                      F-17

<PAGE>



                                   SIGNATURE


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


                                                  SINCLAIR BROADCAST GROUP, INC.

                                                 By: /s/ DAVID B. AMY
                                                    ----------------------------

                                                    David B. Amy
                                                    Chief Financial Officer/
                                                    Principal Accounting Officer

Dated: December 5, 1997
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 164008}]
{"company-data": {"conformed-name": "SINCLAIR BROADCAST GROUP INC", "cik": "0000912752", "assigned-sic": "4833", "irs-number": "521494660", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26076", "film-number": "97733242"}, "business-address": {"street1": "2000 WEST 41ST ST", "city": "BALTIMORE", "state": "MD", "zip": "21211", "phone": "4104675005"}, "mail-address": {"street1": "2000 W 41ST ST", "city": "BALTIMORE", "state": "MD", "zip": "21211"}}
================================================================================

                                  UNITED STATES
                       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

                                  JULY 16, 1997
                             -----------------------
                        (Date of earliest event reported)

                         SINCLAIR BROADCAST GROUP, INC.
             (Exact name of Registrant as specified in its charter)
MARYLAND                    33-69482                   52-1494660
    (State of incorporation)     (Commission File Number)         (IRS Employer
                                                              Identification Number)
2000 W. 41st Street, Baltimore, Maryland 21211-1420
       -------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (410) 467-5005
                                                           --------------

================================================================================
ITEM 5. OTHER EVENTS

     As previously  reported,  Sinclair  Broadcast  Group,  Inc. (the "Company")
entered into acquisition  agreements on July 16, 1997 (the "Heritage Acquisition
Agreements") with The News Corporation  Limited,  Heritage Media Group, Inc. and
certain  subsidiaries of Heritage Media  Corporation  (collectively  "Heritage")
pursuant  to which the  Company  will  acquire  the  assets  of, or the right to
program pursuant to Local Marketing Agreements ("LMAs"), six television stations
in three  markets  and the assets of 24 radio  stations  in seven  markets  (the
"Heritage Acquisition").  The Company is filing with this report on Form 8-K the
audited  financial  statements of Heritage Media Services,  Inc. -- Broadcasting
Segment  ("HMSI"),  which  includes all the assets to be acquired by the Company
pursuant to the Heritage Acquisition Agreements. The Company is also filing with
this Current Report on Form 8-K pro forma financial  information for the Company
showing the effect of the Heritage  Acquisition  and certain other  transactions
completed by the Company since January 1, 1996 (the "1996 Acquisitions").

THE TENDER OFFER

     On November  17,  1997,  the Company  commenced a tender offer (the "Tender
Offer") for all of its outstanding 10% Senior  Subordinated  Notes due 2003 (the
"1993 Notes") and a solicitation  of consents  ("Consents")  from the holders of
the 1993 Notes to eliminate or modify  certain  covenants  and other  provisions
contained in the indenture  relating to the 1993 Notes.  The consummation of the
Tender  Offer is  conditioned  on,  among other  things,  the valid  tender of a
majority  of the  outstanding  1993  Notes,  the  Company  having  obtained  the
requisite  financing  for  payment of the  tendered  1993 Notes and the  Company
having obtained consent from lenders under the Third Amended and Restated Credit
Agreement  dated as of May 20, 1997 with the Chase  Manhattan Bank, as agent (as
amended from time to time, the "Bank Credit Agreement"), to purchase of the 1993
Notes. The Tender Offer will expire on December 16, 1997,  unless  extended,  at
which  time the  Company  expects  to  purchase  all of the 1993  Notes  validly
tendered  with a portion  of the net  proceeds  of a  proposed  offering  by the
Company of $150,000,000 in principal  amount of Senior  Subordinated  Notes (the
"Offering") or funds  available under the Bank Credit  Agreement.  If all of the
1993 Notes are accepted for purchase pursuant to the Tender Offer and if 100% of
the 1993 Notes are entitled to receive  payments (the  "Consent  Payment") to be
made in connection with the timely giving of Consents,  the total  consideration
and  expenses  payable in  connection  with the Tender  Offer are expected to be
approximately $108.3 million and $0.3 million, respectively.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED

     The  financial statements required by this item are submitted in a separate
section of this report.

HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

     Independent Auditors' Report

     Consolidated Balance Sheet as of December 31, 1996

     Consolidated Statement of Operations for the Year Ended December 31, 1996

     Consolidated  Statement of Stockholder's Equity for the Year Ended December
31, 1996

     Consolidated Statement of Cash Flows for the Year Ended December 31, 1996

     Notes to Consolidated Financial Statements

     Unaudited Financial Statements

     Consolidated Balance Sheet as of September 30, 1997

     Consolidated  Statements  of Operations for the Nine Months Ended September
30, 1996 and 1997
Consolidated  Statements  of Cash Flows for the Nine Months Ended September
30, 1996 and 1997

     Notes to Consolidated Financial Statements

(B) PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF SINCLAIR

     The following Pro Forma  Consolidated  Financial Data include the unaudited
pro forma  consolidated  balance  sheet as of September 30, 1997 (the "Pro Forma
Consolidated Balance Sheet") and the unaudited pro forma consolidated  statement
of  operations  for the year ended  December  31, 1996 and the nine months ended
September 30, 1997 (the "Pro Forma Consolidated  Statement of Operations").  The
unaudited Pro Forma Consolidated Balance Sheet is adjusted to give effect to the
Heritage Acquisition,  the completion of the Tender Offer (assuming that 100% of
the  outstanding  1993 Notes are purchased and that the holders  thereof receive
the Consent  Payment) and the Offering and the  application of $108.6 million of
the net proceeds of the Offering to pay the consideration  payable in connection
with,  and expenses of, the Tender Offer,  with remaining  amounts  retained for
general corporate  purposes,  as if such transactions  occurred on September 30,
1997. The unaudited Pro Forma Consolidated  Statement of Operations for the year
ended  December  31,  1996 and the nine  months  ended  September  30,  1997 are
adjusted to give effect to the 1996  Acquisitions,  the issuance of $200,000,000
in  liquidation  amount  of the  Company's  11 5/8%  High  Yield  Trust  Offered
Preferred  Securities  (the  "HYTOPS")  issued on March 14,  1997,  (the "HYTOPS
Issuance"), the issuance of $200,000,000 in principal amount of the Company's 9%
Senior  Subordinated  Notes due 2007 (the "1997  Notes")  issued on July 2, 1997
(the "July Debt  Issuance"),  the  September  23,  1997  public  offering by the
Company of  4,345,000  shares  (including  shares  sold on  September  30,  1997
pursuant to the  exercise of an  overallotment  option) of Class A Common  Stock
(the "Common Stock Offering"), and the September 23, 1997 public offering by the
Company of $172.5 million aggregate  liquidation value (including shares sold on
September 30, 1997 pursuant to the exercise of an  overallotment  option) of its
Series  D  Convertible   Exchangeable  Preferred  Stock  (the  "Preferred  Stock
Offering"),  the  Heritage  Acquisition,  the  completion  of the  Tender  Offer
(assuming  that 100% of the  outstanding  1993 Notes are  purchased and that the
holders  thereof  receive  the  Consent   Payment)  and  the  Offering  and  the
application  of $108.6  million of the net  proceeds of the  Offering to pay the
consideration  payable in  connection  with,  and expenses of, the Tender Offer,
with  remaining  amounts  retained for general  corporate  purposes,  as if such
transactions   occurred  at  the  beginning  of  such  periods.  The  pro  forma
adjustments are based upon available  information and certain  assumptions  that
the Company believes are reasonable.  The Pro Forma Consolidated  Financial Data
should  be  read  in  conjunction  with  the  Company's  Consolidated  Financial
Statements  as of and for the year ended  December  31, 1996 and  related  notes
thereto, the Company's unaudited consolidated financial statements as of and for
the nine  months  ended  September  30,  1997 and  related  notes  thereto,  the
historical  financial  data of Flint T.V.,  Inc.  ("Flint-TV"),  the  historical
financial data of Superior  Communications,  Inc.  ("Superior"),  the historical
financial  data of KSMO and WSTR,  the  historical  financial data of River City
Broadcasting, L.P. ("River City") and the historical financial data of HMSI, all
of which have been filed with the Securities and Exchange  Commission as part of
either (i) the Company's  Annual Report on Form 10-K for the year ended December
31,  1996 (as  amended),  together  with the  report  of  Arthur  Andersen  LLP,
independent certified public accountants; (ii) the Company's Quarterly Report on
Form 10-Q for the quarter  ended  September  30,  1997;  or (iii) the  Company's
Current Reports on Form 8-K and Form 8-K/A filed May 10, 1996, May 13, 1996, May
17, 1996, May 29, 1996,  August 30, 1996,  September 5, 1996 and August 26, 1997
and October 8, 1997. The unaudited Pro Forma Consolidated  Financial Data do not
purport to  represent  what the  Company's  results of  operations  or financial
position  would  have been had any of the  above  events  occurred  on the dates
specified  or to project  the  Company's  results  of  operations  or  financial
position for or at any future period or date.

(C) EXHIBITS

   Exhibit         
     No.                    Description
  ----------                -----------
    23.1           Consent of Arthur Andersen LLP.
SINCLAIR BROADCAST GROUP, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                           AS OF SEPTEMBER 30, 1997
                            (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)
CONSOLIDATED      HERITAGE
                                                              HISTORICAL    ACQUISITION(A)
                                                             -------------- --------------------
                           ASSETS
CURRENT ASSETS:
 Cash and cash equivalents .................................  $   10,336
 Accounts receivable, net of allowance for doubtful accounts      96,492
 Current portion of program contract costs   ...............      54,186       $     1,270
 Prepaid expenses and other current assets   ...............       5,790
 Deferred barter costs  ....................................       4,474             2,201
 Deferred tax asset  .......................................       5,533
                                                              ----------       ------------
   Total current assets ....................................     176,811             3,471
PROGRAM CONTRACT COSTS, less current portion ...............      49,607               262
LOANS TO OFFICERS AND AFFILIATES ...........................      11,210
PROPERTY AND EQUIPMENT, net   ..............................     161,301            22,666
NON-COMPETE AND CONSULTING AGREEMENTS,
 net  ......................................................       1,225
OTHER ASSETS   .............................................     145,302           (63,000)
ACQUIRED INTANGIBLE BROADCASTING ASSETS,
 net  ......................................................   1,335,320           545,839
                                                              ----------       -----------
   Total Assets   ..........................................  $1,880,776       $   509,238
                                                              ==========       ===========
LIABILITIES AND
                         STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable ..........................................  $    4,191
 Accrued liabilities .......................................      33,575
 Current portion of long-term liabilities-
  Notes payable and commercial bank financing   ............      35,344
  Capital leases payable   .................................          --
  Notes and capital leases payable to affiliates   .........       2,481
  Program contracts payable   ..............................      62,993       $     1,080
 Deferred barter revenues  .................................       5,124
                                                              ----------        ------------
   Total current liabilities  ..............................     143,708             1,080
LONG-TERM LIABILITIES:
  Notes payable and commercial bank financing   ............     880,719       $   507,000 (e)
  Capital leases payable   .................................          --
  Notes and capital leases payable to affiliates   .........      20,635
  Program contracts payable   ..............................      75,688             1,158
  Other long-term liabilities ..............................       4,640
                                                              ----------       ------------
   Total liabilities .......................................   1,125,390           509,238
                                                              ----------       -----------
MINORITY INTEREST IN CONSOLIDATED SUBSID-
 IARIES                                                            3,837                --
                                                              ----------       -----------
COMPANY OBLIGATED MANDATORILY REDEEM-
 ABLE SECURITY OF SUBSIDIARY TRUST HOLD-
 ING SOLELY KDSM SENIOR DEBENTURES                               200,000                --
                                                              ----------       -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Series B Preferred Stock .................................          11
  Series D Preferred Stock .................................          35
  Class A Common Stock  ....................................         134
  Class B Common Stock  ....................................         258
  Additional paid-in capital  ..............................     553,801
  Additional paid-in capital - deferred compensation  ......        (779)
  Additional paid-in capital - equity put options  .........      23,117
  Accumulated deficit   ....................................     (25,028)
                                                              ----------       ------------
   Total stockholders' equity ..............................     551,549                --
                                                              ----------       -----------
   Total Liabilities and Stockholders' Equity   ............  $1,880,776       $   509,238
                                                              ==========       ===========
CONSOLIDATED
                                                                                                        HISTORICAL,
                                                                                                         HERITAGE
                                                                 CONSOLIDATED       TENDER OFFER        ACQUISITION,
                                                                HISTORICAL AND          AND            TENDER OFFER,
                                                             HERITAGE ACQUISITION    OFFERING(B)        AND OFFERING
                                                             ---------------------- ------------------ --------------
                           ASSETS
CURRENT ASSETS:
 Cash and cash equivalents .................................      $   10,336           $  37,754 (c)    $   48,090
 Accounts receivable, net of allowance for doubtful accounts          96,492                                96,492
 Current portion of program contract costs   ...............          55,456                                55,456
 Prepaid expenses and other current assets   ...............           5,790                                 5,790
 Deferred barter costs  ....................................           6,675                                 6,675
 Deferred tax asset  .......................................           5,533                                 5,533
                                                                  ----------             -------           ----------
   Total current assets ....................................         180,282              37,754           218,036
PROGRAM CONTRACT COSTS, less current portion ...............          49,869                                49,869
LOANS TO OFFICERS AND AFFILIATES ...........................          11,210                                11,210
PROPERTY AND EQUIPMENT, net   ..............................         183,967                               183,967
NON-COMPETE AND CONSULTING AGREEMENTS,
 net  ......................................................           1,225                                 1,225
OTHER ASSETS   .............................................          82,302               6,088 (d)        88,390
ACQUIRED INTANGIBLE BROADCASTING ASSETS,
 net  ......................................................       1,881,159                             1,881,159
                                                                  ----------           ---------        ----------
   Total Assets   ..........................................      $2,390,014           $  43,842        $2,433,856
                                                                  ==========           =========        ==========
LIABILITIES AND
                         STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable ..........................................      $    4,191                            $    4,191
 Accrued liabilities .......................................          33,575                                33,575
 Current portion of long-term liabilities-
  Notes payable and commercial bank financing   ............          35,344                                35,344
  Capital leases payable   .................................              --                                    --
  Notes and capital leases payable to affiliates   .........           2,481                                 2,481
  Program contracts payable   ..............................          64,073                                64,073
 Deferred barter revenues  .................................           5,124                                 5,124
                                                                  ----------          ----------         ----------
   Total current liabilities  ..............................         144,788                               144,788
LONG-TERM LIABILITIES:
  Notes payable and commercial bank financing   ............       1,387,719           $  50,000 (f)     1,437,719
  Capital leases payable   .................................              --                                    --
  Notes and capital leases payable to affiliates   .........          20,635                                20,635
  Program contracts payable   ..............................          76,846                                76,846
  Other long-term liabilities ..............................           4,640                                 4,640
                                                                  ----------           ---------        ----------
   Total liabilities .......................................       1,634,628              50,000         1,684,628
                                                                  ----------           ---------        ----------
MINORITY INTEREST IN CONSOLIDATED SUBSID-
 IARIES                                                                3,837                  --             3,837
                                                                  ----------           ---------        ----------
COMPANY OBLIGATED MANDATORILY REDEEM-
 ABLE SECURITY OF SUBSIDIARY TRUST HOLD-
 ING SOLELY KDSM SENIOR DEBENTURES                                   200,000                  --           200,000
                                                                  ----------           ---------        ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Series B Preferred Stock .................................              11                                    11
  Series D Preferred Stock .................................              35                                    35
  Class A Common Stock  ....................................             134                                   134
  Class B Common Stock  ....................................             258                                   258
  Additional paid-in capital  ..............................         553,801                               553,801
  Additional paid-in capital - deferred compensation  ......            (779)                                 (779)
  Additional paid-in capital - equity put options  .........          23,117                                23,117
  Accumulated deficit   ....................................         (25,028)             (6,158)(g)       (31,186)
                                                                  ----------           ---------        ----------
   Total stockholders' equity ..............................         551,549              (6,158)          545,391
                                                                  ----------           ---------        ----------
   Total Liabilities and Stockholders' Equity   ............      $2,390,014           $  43,842        $2,433,856
                                                                  ==========           =========        ==========
(Continued on following page)

                                       1
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)

(a) The Heritage Acquisition column reflects the assets and liabilities acquired
    in  connection  with the  $630,000  purchase  of  Heritage  less the $60,000
    divestiture  of the  Heritage  television  station  KOKH in  Oklahoma  City,
    Oklahoma,  which is required pursuant to the Heritage Acquisition Agreements
    and with  respect to which the Company has entered  into a letter of intent.
    The Heritage  Acquisition is subject to a number of conditions customary for
    acquisitions  of  broadcasting  properties.  Total acquired  intangibles are
    calculated as follows:
HERITAGE
                                                            HERITAGE      KOKH        ACQUISITION
                                                            ----------   ----------   -----------
Purchase Price ..........................................                               $630,000
 Add:
   Liabilities acquired--
   Current portion of program contracts payable .........     $ 1,461    $  (381)          1,080
   Long-term portion of program contracts payable  ......       1,761       (603)          1,158
 Less:
   Assets acquired--
   Current portion of program contract costs ............       2,140       (870)          1,270
   Deferred barter costs   ..............................       2,278        (77)          2,201
   Program contract costs, less current portion .........       1,075       (813)            262
   Property and equipment  ..............................      28,387     (5,721)         22,666
   Sale of KOKH   .......................................                                 60,000
                                                                                        --------
   Acquired intangibles .................................                               $545,839
                                                                                        ========
(b) To reflect  the  proceeds  of the  Offering,  net of $3,600 of  underwriting
    discounts and  commissions  and estimated  expenses and the application of a
    portion of the net proceeds therefrom to complete the Tender Offer.

(c) To record the increase in cash and cash  equivalents  resulting from the net
    proceeds of the Offering after giving effect to the Tender Offer as follows:

          Offering proceeds  ....................................... $ 150,000
          Underwriting discounts, commissions and estimated expenses    (3,600)
          Tender Offer Expenses ....................................      (346)
          Tender Offer .............................................  (108,300)
                                                                     ---------
          Pro forma adjustment  .................................... $  37,754
                                                                     =========

(d) To record underwriting  discounts and commissions and estimated expenses and
    the deferred tax asset  related to the Offering net of the  write-off of the
    deferred financing costs related to the 1993 Notes.

(e) To reflect the  incurrence of $507,000 of  borrowings  under the Bank Credit
    Agreement in connection with the Heritage Acquisition.

(f) To reflect the increase in  indebtedness  resulting  from the Offering after
    giving effect to the Tender Offer as follows:

          Indebtedness incurred  ......  $  150,000
          Indebtedness repaid .........    (100,000)
                                          ----------
          Pro forma adjustment   ......  $   50,000
                                          ==========

(g) To reflect the extraordinary loss of $6,158, net of the tax effect,  related
    to the  Tender  Offer and the  write-off  of the  deferred  financing  costs
    related to the 1993 Notes.

                                        2
SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                     FOR THE YEAR ENDED DECEMBER 31, 1996
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)
CONSOLIDATED   FLINT-
                                                       HISTORICAL     TV(A)   SUPERIOR(B)   KSMO(C)
                                                      -------------- -------- ------------- ---------
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions                                                  $ 346,459     $1,012     $4,431     $7,694
 Revenues realized from station barter arrange-
 ments                                                     32,029                            2,321
                                                        ---------     ------     ------     ------
  Total revenues ....................................     378,488      1,012      4,431     10,015
                                                        ---------     ------     ------     ------
OPERATING EXPENSES:
 Program and production   ...........................      66,652        101        539      1,550
 Selling, general and administrative  ...............      75,924        345      2,002      2,194
 Expenses realized from barter arrangements .........      25,189                            2,276
 Amortization of program contract costs and net
 realizable value adjustments   .....................      47,797        125        736        601
 Amortization of deferred compensation   ............         739
 Depreciation and amortization of property and
 equipment ..........................................      11,711          4        373        374
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   .................................      58,530                   529
 Amortization of excess syndicated programming ......       3,043
                                                        ---------
  Total operating expenses   ........................     289,585        575      4,179      6,995
                                                        ---------     ------     ------     ------
  Broadcast operating income (loss)   ...............      88,903        437        252      3,020
                                                        ---------     ------     ------     ------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense       (84,314)                 (457)      (823)
 Interest income ....................................       3,136
 Subsidiary trust minority interest expense .........
 Other income (expense)   ...........................         342         19          4          7
                                                        ---------     ------     ------     ------
  Income (loss) before provision (benefit) for
  income taxes   ....................................       8,067        456       (201)     2,204
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................       6,936
                                                        ---------     ------     ------     ------
NET INCOME (LOSS)   .................................   $   1,131     $  456     $ (201)    $2,204
                                                        =========     ======     ======     ======
NET INCOME (LOSS) AVAILABLE TO COM-
 MON STOCKHOLDERS                                       $   1,131
                                                        =========
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................   $    0.03
                                                        =========
WEIGHTED AVERAGE COMMON AND COM-
 MON EQUIVALENT SHARES OUTSTAND-
 ING                                                       37,381
                                                        =========
RIVER CITY(E)                       1996
                                                                  ----------------------------            ACQUISITION
                                                      WSTR(D)     RIVER CITY     WSYX          WYZZ(F)    ADJUSTMENTS
                                                      ----------- ------------ --------------- --------- ------------------
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions .............................................. $  7,488     $  86,869     $(10,783)       $1,838
 Revenues realized from station barter arrange-
 ments                                                   1,715
                                                      --------     ---------     --------       -------     ----------
  Total revenues ....................................    9,203        86,869      (10,783)        1,838
                                                      --------     ---------     --------       -------     ----------
OPERATING EXPENSES:
 Program and production   ...........................      961        10,001         (736)          214
 Selling, general and administrative  ...............    2,173        39,786       (3,950)          702     $   (3,577)(h)
 Expenses realized from barter arrangements .........    1,715
 Amortization of program contract costs and net
 realizable value adjustments   .....................    1,011         9,721         (458)          123
 Amortization of deferred compensation   ............                                                              194 (j)
 Depreciation and amortization of property and
 equipment ..........................................      284         6,294       (1,174)            6           (943)(k)
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   .................................       39        14,041       (3,599)            3          4,034 (m)
 Amortization of excess syndicated programming ...... --------     ---------     --------       -------     ----------
  Total operating expenses   ........................    6,183        79,843       (9,917)        1,048           (292)
                                                      --------     ---------     --------       -------     ----------
  Broadcast operating income (loss)   ...............    3,020         7,026         (866)          790            292
                                                      --------     ---------     --------       -------     ----------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense     (1,127)      (12,352)                                  (17,409)(q)
 Interest income ....................................       15           195                                    (1,636)(w)
 Subsidiary trust minority interest expense .........
 Other income (expense)   ...........................                   (149)            (8)
                                                      --------     ---------     --------       -------     ----------
Income (loss) before provision (benefit) for
income taxes   ....................................    1,908        (5,280)        (874)          790        (18,753)
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................                                                           (7,900)(y)
                                                      --------     ---------     --------       -------     ----------
NET INCOME (LOSS)   ................................. $  1,908     $  (5,280)    $   (874)       $  790     $  (10,853)
                                                      ========     =========     ========       =======     ==========
NET INCOME (LOSS) AVAILABLE TO COM-
 MON STOCKHOLDERS
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................
WEIGHTED AVERAGE COMMON AND COM-
 MON EQUIVALENT SHARES OUTSTAND-
 ING
1996 ACQUISITIONS,
                                                                            JULY              HYTOPS ISSUANCE
                                                         HYTOPS             DEBT                  AND JULY
                                                        ISSUANCE          ISSUANCE             DEBT ISSUANCE
                                                      ----------------- -------------------- -------------------
REVENUES:
 Station broadcast revenues, net of agency commis-
 sions ..............................................                                            $  445,008
 Revenues realized from station barter arrange-
 ments ..............................................                                                36,065
                                                        -----------       ------------           ----------
  Total revenues ....................................                                               481,073
                                                        -----------       ------------           ----------
OPERATING EXPENSES:
 Program and production   ...........................                                                79,282
 Selling, general and administrative  ...............                                               115,599
 Expenses realized from barter arrangements .........                                                29,180
 Amortization of program contract costs and net
 realizable value adjustments   .....................                                                59,656
 Amortization of deferred compensation   ............                                                   933
 Depreciation and amortization of property and
 equipment ..........................................                                                16,929
 Amortization of acquired intangible broadcasting
 assets, non-compete and consulting agreements
 and other assets   .................................   $       500 (n)   $        450 (o)           74,527
 Amortization of excess syndicated programming ......                                                 3,043
                                                        -----------       ------------           ----------
  Total operating expenses   ........................           500                450              379,149
                                                        -----------       ------------           ----------
  Broadcast operating income (loss)   ...............          (500)              (450)             101,924
                                                        -----------       ------------           ----------
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense          11,820 (r)        (18,000) (s)        (122,662)
 Interest income ....................................                                                 1,710
 Subsidiary trust minority interest expense .........       (23,250)(x)                             (23,250)
 Other income (expense)   ...........................                                                   215
                                                        -----------       ------------           ----------
  Income (loss) before provision (benefit) for
  income taxes   ....................................       (11,930)           (18,450)             (42,063)
PROVISION (BENEFIT) FOR INCOME
 TAXES  .............................................        (4,772)(y)         (7,380)(y)          (13,116)
                                                        -----------       ------------           ----------
NET INCOME (LOSS)   .................................   $    (7,158)      $    (11,070)          $  (28,947)
                                                        ===========       ============           ==========
NET INCOME (LOSS) AVAILABLE TO COM-
 MON STOCKHOLDERS
NET INCOME (LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE  ...........................
WEIGHTED AVERAGE COMMON AND COM-
 MON EQUIVALENT SHARES OUTSTAND-
 ING
(Continued on following page)

                                        3
SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
1996 ACQUISITIONS,       COMMON
                                                                           HYTOPS ISSUANCE     STOCK OFFERING
                                                                               AND JULY         AND PREFERRED
                                                                            DEBT ISSUANCE      STOCK OFFERING
                                                                          -------------------- ----------------
REVENUES:
 Station broadcast revenues, net of agency commissions ..................     $  445,008
 Revenues realized from station barter arrangements .....................         36,065
                                                                              ----------         ----------
   Total revenues  ......................................................        481,073                 --
                                                                              ----------         ----------
OPERATING EXPENSES:
 Program and production  ................................................         79,282
 Selling, general and administrative ....................................        115,599
 Expenses realized from barter arrangements   ...........................         29,180
 Amortization of program contract costs and net realizable value adjust-
 ments                                                                            59,656
 Amortization of deferred compensation  .................................            933
 Depreciation and amortization of property and equipment  ...............         16,929
 Amortization of acquired intangible broadcasting assets, non-compete and
 consulting agreements and other assets .................................         74,527
 Amortization of excess syndicated programming   ........................          3,043
                                                                              ----------         ----------
   Total operating expenses .............................................        379,149                 --
                                                                              ----------         ----------
  Broadcast operating income (loss)  ....................................        101,924                 --
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .....................       (122,662)            21,769 (t)
 Gain on sale of station ................................................             --
 Interest income   ......................................................          1,710
 Subsidiary trust distributions   .......................................        (23,250)
 Other income (expense)  ................................................            215
                                                                              ----------         ----------
  Income (loss) before provision (benefit) for income taxes  ............        (42,063)            21,769
PROVISION (BENEFIT) FOR INCOME TAXES ....................................        (13,116)             8,708 (y)
                                                                              ----------         ----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................        (28,947)            13,061
EXTRAORDINARY ITEM.   ...................................................             --                 --
                                                                              ----------         ----------
NET INCOME (LOSS)  ......................................................     $  (28,947)        $   13,061
                                                                              ==========         ==========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS
NET INCOME (LOSS) PER COMMON AND COMMON EQUIVA-
 LENT SHARE:
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................
EXTRAORDINARY ITEM ......................................................
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING   ...................................................
1996 ACQUISITIONS,
                                                                           HYTOPS ISSUANCE,
                                                                              JULY DEBT
                                                                              ISSUANCE,               HERITAGE(g)
                                                                             COMMON STOCK      --------------------------
                                                                             OFFERING AND
                                                                           PREFERRED STOCK      HERITAGE             
                                                                               OFFERING        ACQUISITION       KOKH
                                                                          -------------------- -------------------------
REVENUES:
 Station broadcast revenues, net of agency commissions ..................    $   445,008        $   95,302    $ (7,953)
 Revenues realized from station barter arrangements .....................         36,065             4,292        (178)
                                                                             -----------        ----------    --------
   Total revenues  ......................................................        481,073            99,594      (8,131)
                                                                             -----------        ----------    --------
OPERATING EXPENSES:
 Program and production  ................................................         79,282            20,089      (1,871)
 Selling, general and administrative ....................................        115,599            31,916      (1,722)
 Expenses realized from barter arrangements   ...........................         29,180             3,478         (70)
 Amortization of program contract costs and net realizable value adjust-
 ments                                                                            59,656             3,165      (1,208)
 Amortization of deferred compensation  .................................            933                --          --
 Depreciation and amortization of property and equipment  ...............         16,929             5,472      (1,022)
 Amortization of acquired intangible broadcasting assets, non-compete and
 consulting agreements and other assets .................................         74,527             8,460        (367)
 Amortization of excess syndicated programming   ........................          3,043                --          --
                                                                             -----------        ----------    --------
   Total operating expenses .............................................        379,149            72,580      (6,260)
                                                                             -----------        ----------    --------
  Broadcast operating income (loss)  ....................................        101,924            27,014      (1,871)
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .....................       (100,893)          (17,949)      1,025
 Gain on sale of station ................................................             --             6,031          --
 Interest income   ......................................................          1,710                --          --
 Subsidiary trust distributions   .......................................        (23,250)               --          --
 Other income (expense)  ................................................            215              (203)         --
                                                                             -----------        ----------    --------
  Income (loss) before provision (benefit) for income taxes  ............        (20,294)           14,893        (846)
PROVISION (BENEFIT) FOR INCOME TAXES ....................................         (4,408)            7,853        (466)
                                                                             -----------        ----------    --------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................        (15,886)            7,040        (380)
EXTRAORDINARY ITEM.   ...................................................             --                --          --
                                                                             -----------        ----------    --------
NET INCOME (LOSS)  ......................................................    $   (15,886)       $    7,040    $   (380)
                                                                             ===========        ==========    ========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS ......................    $   (26,236)
                                                                             ===========
NET INCOME (LOSS) PER COMMON AND COMMON EQUIVA-
 LENT SHARE:
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................    $     (0.37)
                                                                             ===========
EXTRAORDINARY ITEM ......................................................    $        --
                                                                             ===========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS ......................    $     (0.60)
                                                                             ===========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING   ...................................................         43,405 (aa)
                                                                             ===========
1996 ACQUISITIONS,
                                                                                             HYTOPS ISSUANCE,
                                                                                                JULY DEBT
                                                                                                ISSUANCE,
                                                                                               COMMON STOCK
                                                                                                OFFERING,
                                                                                             PREFERRED STOCK       OFFERING
                                                                            HERITAGE         OFFERING AND THE,       AND
                                                                           ACQUISITION           HERITAGE           TENDER
                                                                           ADJUSTMENTS         ACQUISITION          OFFER
                                                                          ----------------- -------------------- -----------------
REVENUES:
 Station broadcast revenues, net of agency commissions ..................                       $  532,357
 Revenues realized from station barter arrangements .....................                           40,179
                                                                            -----------         ----------         ----------
   Total revenues  ......................................................            --            572,536                 --
                                                                            -----------         ----------         ----------
OPERATING EXPENSES:
 Program and production  ................................................                           97,500
 Selling, general and administrative ....................................        (1,808)(i)        143,985
 Expenses realized from barter arrangements   ...........................                           32,588
 Amortization of program contract costs and net realizable value adjust-
 ments ..................................................................                           61,613
 Amortization of deferred compensation  .................................                              933
 Depreciation and amortization of property and equipment  ...............          (900)(l)         20,479
 Amortization of acquired intangible broadcasting assets, non-compete and
 consulting agreements and other assets .................................         9,531 (p)         92,151
 Amortization of excess syndicated programming   ........................                            3,043
                                                                            -----------         ----------         ----------
   Total operating expenses .............................................         6,823            452,292                 --
                                                                            -----------         ----------         ----------
  Broadcast operating income (loss)  ....................................        (6,823)           120,244                 --
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .....................       (17,776)(u)       (135,593)            (3,776)(2)
 Gain on sale of station ................................................                            6,031
 Interest income   ......................................................                            1,710
 Subsidiary trust distributions   .......................................                          (23,250)
 Other income (expense)  ................................................                               12
                                                                            -----------         ----------         ----------
  Income (loss) before provision (benefit) for income taxes  ............       (24,599)           (30,846)            (3,776)
PROVISION (BENEFIT) FOR INCOME TAXES ....................................        (9,840)(y)         (6,861)            (1,560)(4)
                                                                            -----------         ----------         ----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................       (14,759)           (23,985)            (2,216)
EXTRAORDINARY ITEM.   ...................................................            --                 --             (6,444)(2)
                                                                            -----------         ----------         ----------
NET INCOME (LOSS)  ......................................................   $   (14,759)        $  (23,985)        $   (8,660)
                                                                            ===========         ==========         ==========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS                                              $  (34,335)
                                                                                                ==========
NET INCOME (LOSS) PER COMMON AND COMMON EQUIVA-
 LENT SHARE:
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................                       $    (0.55)
                                                                                                ==========
EXTRAORDINARY ITEM ......................................................                       $       --
                                                                                                ==========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS                                              $    (0.79)
                                                                                                ==========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING   ...................................................                           43,405
                                                                                                ==========
1996 ACQUISITIONS,
                                                                           HYTOPS ISSUANCE,
                                                                              JULY DEBT
                                                                              ISSUANCE,
                                                                             COMMON STOCK
                                                                               OFFERING,
                                                                           PREFERRED STOCK
                                                                              OFFERING,
                                                                               HERITAGE
                                                                             ACQUISITION,
                                                                              OFFERING,
                                                                           AND TENDER OFFER,
                                                                          -------------------
REVENUES:
 Station broadcast revenues, net of agency commissions ..................     $  532,357
 Revenues realized from station barter arrangements .....................         40,179
                                                                              ----------
   Total revenues  ......................................................        572,536
                                                                              ----------
OPERATING EXPENSES:
 Program and production  ................................................         97,500
 Selling, general and administrative ....................................        143,985
 Expenses realized from barter arrangements   ...........................         32,588
 Amortization of program contract costs and net realizable value adjust-
 ments ..................................................................         61,613
 Amortization of deferred compensation  .................................            933
 Depreciation and amortization of property and equipment  ...............         20,479
 Amortization of acquired intangible broadcasting assets, non-compete and
 consulting agreements and other assets .................................         92,151
 Amortization of excess syndicated programming   ........................          3,043
                                                                              ----------
   Total operating expenses .............................................        452,292
                                                                              ----------
  Broadcast operating income (loss)  ....................................        120,244
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .....................       (139,369)
 Gain on sale of station ................................................          6,031
 Interest income   ......................................................          1,710
 Subsidiary trust distributions   .......................................        (23,250)
 Other income (expense)  ................................................             12
                                                                              ----------
  Income (loss) before provision (benefit) for income taxes  ............        (34,622)
PROVISION (BENEFIT) FOR INCOME TAXES ....................................         (8,421)
                                                                              ----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................        (26,201)
EXTRAORDINARY ITEM.   ...................................................         (6,444)
                                                                              ----------
NET INCOME (LOSS)  ......................................................     $  (32,645)
                                                                              ==========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS ......................        (42,995)
                                                                              ==========
NET INCOME (LOSS) PER COMMON AND COMMON EQUIVA-
 LENT SHARE:
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM   ...........................     $    (0.60)
                                                                              ==========
EXTRAORDINARY ITEM ......................................................     $    (0.15)
                                                                              ==========
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS ......................     $    (0.99)
                                                                              ==========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING   ...................................................         43,405
                                                                              ==========
4
SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
JULY
                                                              CONSOLIDATED       HYTOPS                 DEBT
                                                               HISTORICAL       ISSUANCE              ISSUANCE
                                                              -------------- --------------------- ---------------
                          REVENUES:
Station broadcast revenues, net of agency commissions ......   $ 333,028
 Revenues realized from station barter arrangements .........      31,289
                                                                ---------       -----------           -----------
  Total revenues   ..........................................     364,317                --                    --
                                                                =========       ===========           ===========
OPERATING EXPENSES:
 Program and production  ....................................      68,776
 Selling, general and administrative ........................      78,637
 Expenses realized from barter arrangements   ...............      26,279
 Amortization of program contract costs and net realizable
   value adjustments ........................................      47,069
 Amortization of deferred compensation  .....................         350
 Depreciation and amortization of property and equipment ....      12,786
 Amortization of acquired intangible broadcasting assets,
 non-compete and consulting agreements and other assets .....      51,717                88 (dd)      $       225 (ee)
                                                                ---------       -----------           -----------
  Total operating expenses  .................................     285,614                88                   225
                                                                ---------       -----------           -----------
  Broadcast operating income (loss)  ........................      78,703               (88)                 (225)
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .........     (77,342)            2,894 (gg)           (9,000) (hh)
 Gain on Sale of Station ....................................          --
 Interest income   ..........................................       1,364
 Subsidiary trust distributions   ...........................     (12,852)           (4,618) (ll)
 Other income   .............................................          36
                                                                ---------       -----------           -----------
  Income (loss) before provision (benefit) for income taxes       (10,091)           (1,812)               (9,225)
PROVISION (BENEFIT) FOR INCOME TAXES ........................      (4,170)             (725) (y)           (3,690) (y)
                                                                ---------       -----------           -----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................      (5,921)           (1,087)               (5,535)
EXTRAORDINARY ITEM ..........................................          --                --                    --
                                                                ---------       -----------           -----------
NET INCOME (LOSS)  ..........................................   $  (5,921)      $    (1,087)          $    (5,535)
                                                                =========       ===========           ===========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................   $  (6,096)
                                                                =========
NET INCOME (LOSS) PER COMMON SHARE AND
 COMMON EQUIVALENT SHARE:   .................................
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................   $   (0.15)
                                                                =========
EXTRAORDINARY ITEM ..........................................   $      --
                                                                =========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................   $   (0.16)
                                                                =========
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING ..............................      38,929
                                                                =========
HYTOPS' ISSUANCE,
                                                                                     JULY DEBT
                                                                                     ISSUANCE,              HERITAGE(g)
                                                               COMMON STOCK         COMMON STOCK     -------------------------
                                                               OFFERING AND         OFFERING AND
                                                              PREFERRED STOCK        PREFERRED        HERITAGE
                                                                 OFFERING          STOCK OFFERING    ACQUISITION      KOKH
                                                              ------------------- ------------------ -------------------------
                          REVENUES:
Station broadcast revenues, net of agency commissions ......                       $   333,028      $  73,049     $ (5,696)
 Revenues realized from station barter arrangements .........                            31,289          3,860         (195)
                                                                -----------         -----------      ---------     --------
  Total revenues   ..........................................            --             364,317         76,909       (5,891)
                                                                ===========         ===========      =========     ========
OPERATING EXPENSES:
 Program and production  ....................................                            68,776         24,578       (1,758)
 Selling, general and administrative ........................                            78,637         15,037       (1,137)
 Expenses realized from barter arrangements   ...............                            26,279          3,053         (105)
 Amortization of program contract costs and net realizable
   value adjustments ........................................                            47,069          1,275         (470)
 Amortization of deferred compensation  .....................                               350             --           --
 Depreciation and amortization of property and equipment ....                            12,786          4,238         (678)
 Amortization of acquired intangible broadcasting assets,
   non-compete and consulting agreements and other assets ...                            52,030          6,326         (275)
                                                                -----------         -----------      ---------     --------
  Total operating expenses  .................................            --             285,927         54,507       (4,423)
                                                                -----------         -----------      ---------     --------
  Broadcast operating income (loss)  ........................            --              78,390         22,402       (1,468)

OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .........        15,420 (ii)        (68,028)       (13,412)       1,008
 Gain on Sale of Station ....................................                                --          9,401           --
 Interest income   ..........................................                             1,364             --           --
 Subsidiary trust distributions   ...........................                           (17,470)            --           --
 Other income   .............................................                                36           (276)          --
                                                                -----------         -----------      ---------     --------
  Income (loss) before provision (benefit) for income taxes          15,420              (5,708)        18,115         (460)
PROVISION (BENEFIT) FOR INCOME TAXES ........................         6,168 (y)          (2,417)         9,546         (242)
                                                                -----------         -----------      ---------     --------
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................         9,252              (3,291)         8,569         (218)
EXTRAORDINARY ITEM ..........................................            --                  --             --           --
                                                                -----------         -----------      ---------     --------
NET INCOME (LOSS)  ..........................................   $     9,252         $    (3,291)     $   8,569     $   (218)
                                                                ===========         ===========      =========     ========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................                       $   (11,054)
                                                                                    ===========
NET INCOME (LOSS) PER COMMON SHARE AND
 COMMON EQUIVALENT SHARE:   .................................
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................                       $     (0.08)
                                                                                    ===========
EXTRAORDINARY ITEM ..........................................                       $        --
                                                                                    ===========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................                       $     (0.26)
                                                                                    ===========
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING ..............................                            43,274 (aa)
                                                                                    ===========
HYTOPS ISSUANCE,
                                                                                       JULY DEBT
                                                                                       ISSUANCE,
                                                                                      COMMON STOCK
                                                                                        OFFERING,
                                                                                     PREFERRED STOCK
                                                                                        OFFERING
                                                                 HERITAGE                 AND           TENDER OFFER
                                                                ACQUISITION             HERITAGE            AND
                                                                ADJUSTMENTS           ACQUISITION         OFFERING
                                                              --------------------- ------------------ -----------------
                          REVENUES:
Station broadcast revenues, net of agency commissions ......                           $ 400,381
 Revenues realized from station barter arrangements .........                              34,954
                                                                 ------------           ---------         -----------
  Total revenues   ..........................................              --             435,335                  --
                                                                 ============           =========         ===========
OPERATING EXPENSES:
 Program and production  ....................................                              91,596
 Selling, general and administrative ........................          (1,412) (bb)        91,125
 Expenses realized from barter arrangements   ...............                              29,227
 Amortization of program contract costs and net realizable
   value adjustments ........................................                              47,874
 Amortization of deferred compensation  .....................                                 350
 Depreciation and amortization of property and equipment ....            (897) (cc)        15,449
 Amortization of acquired intangible broadcasting assets,
   non-compete and consulting agreements and other assets ...           7,167 (ff)         65,248
                                                                 ------------           ---------         -----------
  Total operating expenses  .................................           4,858             340,869                  --
                                                                 ------------           ---------         -----------
  Broadcast operating income (loss)  ........................          (4,858)             94,466                  --
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .........         (13,621) (jj)       (94,053)             (2,832) (kk)
 Gain on Sale of Station ....................................                               9,401
 Interest income   ..........................................                               1,364
 Subsidiary trust distributions   ...........................                             (17,470)
 Other income   .............................................                                (240)
                                                                 ------------           ---------         -----------
  Income (loss) before provision (benefit) for income taxes           (18,479)             (6,532)             (2,832)
PROVISION (BENEFIT) FOR INCOME TAXES ........................          (7,392) (y)           (505)             (1,170)
                                                                 ------------           ---------         -----------
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................         (11,087)             (6,027)             (1,662)
EXTRAORDINARY ITEM ..........................................              --                  --              (6,280) (z)
                                                                 ------------           ---------         -----------
NET INCOME (LOSS)  ..........................................    $    (11,087)          $  (6,027)        $    (7,942)
                                                                 ============           =========         ===========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................                           $ (13,790)
                                                                                        =========
NET INCOME (LOSS) PER COMMON SHARE AND
 COMMON EQUIVALENT SHARE:   .................................
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................                           $   (0.14)
                                                                                        =========
EXTRAORDINARY ITEM ..........................................                           $      --
                                                                                        =========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................                           $   (0.32)
                                                                                        =========
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING ..............................                              43,274
                                                                                        =========
HYTOPS ISSUANCE,
                                                                 JULY DEBT
                                                                 ISSUANCE,
                                                                COMMON STOCK
                                                                  OFFERING,
                                                               PREFERRED STOCK
                                                                  OFFERING
                                                                  HERITAGE
                                                                ACQUISITION,
                                                                  TENDER,
                                                                 OFFER AND
                                                                  OFFERING
                                                              -----------------
REVENUES:
Station broadcast revenues, net of agency commissions ......      400,381
 Revenues realized from station barter arrangements .........       34,954
                                                                 ---------
  Total revenues   ..........................................      435,335
                                                                 =========
OPERATING EXPENSES:
 Program and production  ....................................       91,596
 Selling, general and administrative ........................       91,125
 Expenses realized from barter arrangements   ...............       29,227
 Amortization of program contract costs and net realizable
   value adjustments ........................................       47,874
 Amortization of deferred compensation  .....................          350
 Depreciation and amortization of property and equipment ....       15,449
 Amortization of acquired intangible broadcasting assets,
   non-compete and consulting agreements and other assets ...       65,248
                                                                 ---------
  Total operating expenses  .................................      340,869
                                                                 ---------
  Broadcast operating income (loss)  ........................       94,466
OTHER INCOME (EXPENSE):
 Interest and amortization of debt discount expense .........      (96,885)
 Gain on Sale of Station ....................................        9,401
 Interest income   ..........................................        1,364
 Subsidiary trust distributions   ...........................      (17,470)
 Other income   .............................................         (240)
                                                                 ---------
  Income (loss) before provision (benefit) for income taxes         (9,364)
PROVISION (BENEFIT) FOR INCOME TAXES ........................       (1,675)
                                                                 ---------
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................       (7,689)
EXTRAORDINARY ITEM ..........................................       (6,280)
                                                                 ---------
NET INCOME (LOSS)  ..........................................    $ (13,969)
                                                                 =========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................    $ (21,732)
                                                                 =========
NET INCOME (LOSS) PER COMMON SHARE AND
 COMMON EQUIVALENT SHARE:   .................................
NET INCOME (LOSS) BEFORE EXTRAORDINARY
 ITEM  ......................................................    $   (0.18)
                                                                 =========
EXTRAORDINARY ITEM ..........................................    $   (0.15)
                                                                 =========
NET INCOME (LOSS) AVAILABLE TO COMMON
 STOCKHOLDERS   .............................................    $   (0.50)
                                                                 =========
WEIGHTED AVERAGE COMMON AND COMMON
 EQUIVALENT SHARES OUTSTANDING ..............................       43,274
                                                                 =========
5
SINCLAIR BROADCAST GROUP, INC.
             NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
(a) The  Flint-TV  column  reflects the results of  operations  for WSMH for the
    period from January 1, 1996 to February 28, 1996,  the date the  acquisition
    of Flint-TV was consummated.
(b) The Superior  column reflects the results of operations for Superior for the
    period  from  January 1, 1996 to May 7, 1996,  the date the  acquisition  of
    Superior was consummated.
(c) The KSMO  column  reflects  the  results of  operations  for the period from
    January 1, 1996 to June 30, 1996 as the  transaction was consummated in July
    1996.
(d) The WSTR  column  reflects  the  results of  operations  for the period from
    January  1, 1996 to July 31,  1996 as the  transaction  was  consummated  in
    August 1996.
(e) The River City  column  reflects  the results of  operations  for River City
    (including  KRRT, Inc.) for the period from January 1, 1996 to May 31, 1996,
    the date the River City acquisition was consummated. The WSYX column removes
    the  results  of WSYX from the  results  of River City for the period as the
    Company has not yet acquired WSYX. See "Business of Sinclair -- Broadcasting
    Acquisition  Strategy" contained in the Company's Current Report on Form 8-K
    filed on October 8, 1997.
(f) The WYZZ  column  reflects  the  results of  operations  for the period from
    January 1, 1996 to June 30, 1996 as the  transaction was consummated in July
    1996.
(g) The  Heritage   Acquisition  column  reflects  the  Pro  Forma  Consolidated
    Statement of Operations  for the period from January 1, 1996 to December 31,
    1996 and the Pro Forma  Consolidated  Statement of Operations for the period
    from January 1, 1997 to  September  30,  1997.  The KOKH column  removes the
    results of KOKH from the results of Heritage for both periods to reflect the
    sale of  KOKH,  which  is  required  pursuant  to the  Heritage  Acquisition
    Agreements  and with  respect to which the Company has entered into a letter
    of intent. See "Business of Sinclair -- 1997 Acquisitions"  contained in the
    Company's Current Report on Form 8-K filed on October 8, 1997.
(h) To adjust River City operating  expenses for non-recurring LMA payments made
    to KRRT,  Inc.  for KRRT,  Inc.  debt  service and to adjust  River City and
    Superior  operating  expenses for employment  contracts and other  corporate
    overhead expenses not assumed at the time of the 1996 Acquisitions.
(i) To adjust Heritage  operating expenses for corporate overhead expenses which
    the  Company  does not expect to incur  upon  consummation  of the  Heritage
    Acquisition on a going-forward basis.
(j) To  record  compensation  expense  related  to  options  granted  under  the
    Company's Long-Term Incentive Plan:

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

(k)  To record  depreciation  expense  related to acquired  tangible  assets and
     eliminate depreciation expense recorded by Flint-TV,  Superior, KSMO, WSTR,
     River City and WYZZ from the period of January 1, 1996  through the date of
     acquisition.  Tangible assets are to be depreciated over lives ranging from
     5 to 29.5 years, calculated as follows:
YEAR ENDED
                                                             DECEMBER 31, 1996
                                                     ---------------------------------
                                                     FLINT-TV   SUPERIOR    KSMO
                                                     ---------- ---------- -----------
Depreciation expense on acquired tangible assets    $ 32      $  315     $   240
   Less: Depreciation expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ ......     (4)       (373)       (374)
                                                       ------    ------     -------
   Pro forma adjustment  ...........................   $ 28      $  (58)    $  (134)
                                                       =====     ======     =======
WSTR     RIVER CITY    WYZZ        TOTAL
                                                     --------- ------------ ----------- -----------
Depreciation expense on acquired tangible assets   $  507    $   3,965     $ 159      $  5,218
   Less: Depreciation expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ ......    (284)      (5,120)       (6)       (6,161)
                                                      ------    ---------     -------    --------
   Pro forma adjustment  ...........................  $  223    $  (1,155)    $ 153      $   (943)
                                                      ======    =========     ======     ========
(l) To record depreciation expense related to acquired tangible assets of $3,550
    and eliminate depreciation expense of $4,450 recorded by Heritage.  Tangible
    assets are to be depreciated over lives ranging from 5 to 29.5 years.

(m) To record  amortization  expense related to acquired  intangible  assets and
    deferred  financing  costs and eliminate  amortization  expense  recorded by
    Flint-TV,  Superior,  KSMO,  WSTR,  River  City and WYZZ from the  period of
    January 1, 1996 through  date of  acquisition.  Intangible  assets are to be
    amortized over lives ranging from 1 to 40 years, calculated as follows:
YEAR ENDED
                                                               DECEMBER 31, 1996
                                                         -----------------------------
                                                         FLINT-TV   SUPERIOR    KSMO
                                                         ---------- ---------- -------
Amortization expense on acquired intangible assets      $ 167     $  827     $ 180
   Deferred financing costs  ...........................
   Less: Amortization expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ  .........      --       (529)       --
                                                           -----     ------     -----
   Pro forma adjustment   ..............................   $ 167     $  298     $ 180
                                                           =====     ======     =====
WSTR     RIVER CITY   WYZZ        TOTAL
                                                         --------- ------------ ---------- ------------
Amortization expense on acquired intangible assets     $ 285     $  12,060     $ 99      $  13,618
   Deferred financing costs  ...........................                1,429                   1,429
   Less: Amortization expense recorded by Flint-TV,
    Superior, KSMO, WSTR, River City and WYZZ  .........    (39)      (10,442)      (3)       (11,013)
                                                          -----     ---------     -----     ---------
   Pro forma adjustment   ..............................  $ 246     $   3,047     $ 96      $   4,034
                                                          =====     =========     =====     =========
6
(n) To record  amortization  expense on other  assets  that relate to the HYTOPS
    Issuance for one year ($6,000 over 12 years).

(o) To record amortization  expense on other assets that relate to the July Debt
    Issuance for one year ($4,500 over 10 years).

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

(q) To  record  interest  expense  for  the  year  ended  December  31,  1996 on
    acquisition financing relating to Superior of $59,850 (under the Bank Credit
    Agreement  at 8.0% for four  months),  KSMO and WSTR of $10,425  and $7,881,
    respectively  (both under the Bank Credit Agreement at 8.0% for six months),
    River City (including  KRRT) of $868,300 (under the Bank Credit Agreement at
    8.0% for five  months)  and of $851 for  hedging  agreements  related to the
    River City financing and WYZZ of $20,194 (under the Bank Credit Agreement at
    8.0% for six months) and eliminate  interest expense  recorded.  No interest
    expense  has been  recorded  for  Flint-TV as it has been  assumed  that the
    proceeds  from the  issuance  of  $300,000,000  in  principal  amount of the
    Company's 10% Senior  Subordinated  Notes due 2005 (the "1995 Notes") issued
    on August 23, 1995 were used to purchase Flint-TV.
YEAR ENDED
                                                                                       DECEMBER 31, 1996
                                                      ------------------------------------------------------------------------------
                                                       SUPERIOR      KSMO        WSTR         RIVER CITY       WYZZ         TOTAL
                                                      ------------- ----------- -----------   ----------      -------     ---------
Interest expense adjustment as noted above  ......  $  (1,596)    $  (417)    $  (315)     $  (29,032)     $  (808)    $ (32,168)
   Less: Interest expense recorded by Superior, KSMO,
    WSTR, River City and WYZZ   .....................        457         823       1,127          12,352           --        14,759
                                                       ---------     -------     -------      ----------      -------     ---------
   Pro forma adjustment   ...........................  $  (1,139)    $   406     $   812      $ (16,680)      $  (808)    $ (17,409)
                                                       =========     =======     =======      =========       =======     =========
(r) To record the net interest expense reduction for 1996 related to application
    of the  HYTOPS  Issuance  proceeds  to the  outstanding  balance  under  the
    revolving  credit  facility  under the Bank  Credit  Agreement  offset by an
    increase in  commitment  fees for the  available  but unused  portion of the
    revolving credit facility for the year ended December 31, 1996.
Interest on adjusted borrowing on the revolving credit facility ..................    $ 12,600
     Commitment fee on available but unused borrowings of $250,000 of revolving credit
      facility at 1/2 of 1% for 12 months .............................................      (1,250)
     Commitment fee on available borrowings recorded by the Company  ..................         470
                                                                                           --------
     Pro forma adjustment  ............................................................    $ 11,820
                                                                                           ========
(s) To record interest expense on the 1997 Notes for one year ($200,000 at 9%).

(t) To record the interest  expense  reduction of $23,055 related to application
    of the net proceeds of the Common Stock  Offering  and the  Preferred  Stock
    Offering to the  outstanding  balance  under the revolving  credit  facility
    offset by an increase in  commitment  fees of $1,286 for the  available  but
    unused portion of revolving credit facility.

(u) To record interest  expense on acquisition  financing of $507,000 (under the
    Bank  Credit  Agreement  at  6.72%)  and  $630 of  commitment  fees  for the
    available  but  unused  portion  of the  revolving  credit  facility  and to
    eliminate interest expense of $16,924 recorded by Heritage.

(v) To record interest expense including deferred financing costs related to the
    Offering and to eliminate  interest  expense  including  deferred  financing
    costs related the Tender Offer.

(w) To  eliminate  interest  income  for the year  ended  December  31,  1996 on
    proceeds  from the sale of the 1995  Notes  due to  assumed  utilization  of
    excess cash for the following acquisitions: Flint-TV, KSMO and WSTR and WYZZ
    of $34,400  (with a  commercial  bank at 5.7% for two  months),  $10,425 and
    $7,881  (both with a  commercial  bank at 5.7% for six  months)  and $20,194
    (with a commercial bank at 5.7% for six months).
YEAR ENDED
                                                                                 DECEMBER 31, 1996
                                                     -------------------------------------------------------------------------
                                                     FLINT-TV    KSMO        WSTR       RIVER CITY    WYZZ         TOTAL
                                                     ---------- ----------- ----------- ------------ ----------- -------------
Interest income adjustment as noted above  ......  $  (327)   $  (297)    $  (226)     $    --     $  (576)    $  (1,426)
   Less: Interest income recorded by Flint-TV, KSMO,
    WSTR, River City and WYZZ  .....................       --         --         (15)        (195)         --          (210)
                                                      -------    -------     -------      -------     -------     ---------
   Pro forma adjustment  ...........................  $  (327)   $  (297)    $  (241)     $  (195)    $  (576)    $  (1,636)
                                                      =======    =======     =======      =======     =======     =========
(x) To record  subsidiary  trust  minority  interest  expense for the year ended
    December 31, 1996 ($200,000 aggregate liquidation value of HYTOPS).

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

(z) To record the  extraordinary  loss,  net of the tax  effect,  related to the
    Tender Offer and the  write-off of the deferred  financing  costs related to
    the 1993 Notes.

                                        7
(aa) Weighted  average  shares  outstanding  on a pro forma basis  assumes  that
     1,150,000  shares of Series B Preferred  Stock were  converted to 4,181,818
     shares of Class A Common Stock and the  Company's  Incentive  Stock Options
     and Long-Term  Incentive Plan Options were  outstanding as of the beginning
     of the period, and that the 4,345,000 shares of Class A Common Stock issued
     in the  Common  Stock  Offering  converted  to  Class A Common  Stock  were
     outstanding as of the beginning of the period.

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

(cc) To record  depreciation  expenses  related to acquired  tangible  assets of
     $2,663 and eliminate  depreciation  expense of $3,560 recorded by Heritage.
     Tangible  assets are to be  depreciated  over lives  ranging from 5 to 29.5
     years.

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

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

(ee) To record amortization  expense on other assets for six months ($4,500 over
     10 years).

(ff) To record  amortization  expense related to acquired  intangible  assets of
     $13,218 and eliminate  amortization expense of $6,051 recorded by Heritage.
     Intangible  assets  are to be  amortized  over lives  ranging  from 1 to 40
     years.

(gg) To  record  the  net  interest  expense   reduction  for  1997  related  to
     application  of the HYTOPS  Issuance  proceeds to the  outstanding  balance
     under the  revolving  credit  facility  offset by an increase in commitment
     fees for the available but unused portion of the revolving credit facility.
Interest on adjusted borrowing on the revolving credit facility ..................    $3,235
     Commitment fee on available but unused borrowings of $250,000 of revolving credit
      facility at 1/2 of 1% for six months   ..........................................      (625)
     Commitment fee on available borrowings recorded by the Company  ..................       284
                                                                                           ------
     Pro forma adjustment  ............................................................    $2,894
                                                                                           ======
(hh) To record  interest  expense on the 1997 Notes for six months  ($200,000 at
     9%).

(ii) To record the interest expense  reduction of $16,331 related to application
     of the net proceeds of the Common Stock  Offering and the  Preferred  Stock
     Offering to the  outstanding  balance under the revolving  credit  facility
     offset by an  increase in  commitment  fees of $911 for the  available  but
     unused portion of the revolving credit facility.

(jj) To record interest expense on acquisition  financing of $507,000 (under the
     Bank  Credit  Agreement  at  6.72%)  and  $473 of  commitment  fees for the
     available but unused portion of the revolving credit facility and eliminate
     interest expense of $12,404 recorded by Heritage for the nine months ended.

(kk) To record interest expense  including  deferred  financing costs related to
     the Offering and to eliminate interest expense including deferred financing
     costs related to the Tender Offer for the nine months ended.

(ll) To record subsidiary trust minority  interest expense  ($200,000  aggregate
     liquidation value HYTOPS).
Subsidiary trust minority interest expense for six months  ........................    $ (11,625)
     Subsidiary trust minority interest expense recorded by the Company for three months        7,007
                                                                                            ---------
     Pro forma adjustment   ............................................................    $  (4,618)
                                                                                            =========
8
HERITAGE MEDIA SERVICES, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 1996

                                    CONTENTS
PAGE
                                                                                         -----
Report of Independent Public Accountants .............................................    F-2
Consolidated Financial Statements
 Consolidated Balance Sheet  .........................................................    F-3
 Consolidated Statement of Operations ................................................    F-4
 Consolidated Statement of Stockholders' Equity   ....................................    F-5
 Consolidated Statement of Cash Flows ................................................    F-6
 Notes to Consolidated Financial Statements ..........................................    F-7
Unaudited Financial Statements
 Unaudited Consolidated Balance Sheets as of December 31, 1996 and September 30, 1997.   F-14
 Unaudited Consolidated Statements of Operations for the Nine Months Ended September
   30, 1996 and 1997   ...............................................................   F-15
 Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September
   30, 1996 and 1997   ...............................................................   F-16
 Notes to Financial Statements  ......................................................   F-17
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of
Sinclair Broadcast Group, Inc. and Subsidiaries:

     We have audited the  accompanying  consolidated  balance  sheet of Heritage
Media Services,  Inc. --  Broadcasting  Segment as of December 31, 1996, and the
related  consolidated  statements of operations,  stockholder's  equity and cash
flows for the year then ended. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

     We conducted  our audit 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 audit provides a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly,  in all material  respects,  the financial  position of Heritage
Media Services,  Inc. -- Broadcasting  Segment, as of December 31, 1996, and the
results  of its  operations  and its cash  flows  for the year  then  ended,  in
conformity with generally accepted accounting principles.

                                                  ARTHUR ANDERSEN LLP

Baltimore, Maryland,
July 30, 1997

                                       F-2
HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 1996
                                 (IN THOUSANDS)
ASSETS
CURRENT ASSETS
 Cash and cash equivalents ......................................................    $   2,151
 Accounts receivable, net of allowance for doubtful accounts of $1,348  .........       20,036
 Current portion of program contract costs   ....................................        1,006
 Prepaid expenses and other current assets   ....................................          138
 Deferred barter costs  .........................................................        1,911
 Deferred tax asset  ............................................................          215
                                                                                     ---------
 Total current assets   .........................................................       25,457
PROGRAM CONTRACT COSTS, less current portion ....................................        1,867
PROPERTY AND EQUIPMENT, net   ...................................................       30,005
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net ....................................      163,626
OTHER ASSETS   ..................................................................          821
                                                                                     ---------
 Total Assets  ..................................................................    $ 221,776
                                                                                     =========
                           LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable ...............................................................    $     148
 Accrued liabilities ............................................................        5,251
 Deferred revenues   ............................................................          428
 Deferred barter revenues  ......................................................        1,746
 Current portion of program contracts payable   .................................        2,079
                                                                                     ---------
   Total current liabilities  ...................................................        9,652
PROGRAM CONTRACTS PAYABLE  ......................................................        1,534
DUE TO AFFILIATE  ...............................................................      178,393
DEFERRED TAX LIABILITY  .........................................................          563
OTHER LONG-TERM LIABILITIES   ...................................................          152
                                                                                     ---------
   Total Liabilities ............................................................      190,294
                                                                                     ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
 Common stock, $1.00 par value, 3,576,000 shares authorized and 2,591,586 shares
   issued and outstanding  ......................................................        2,592
 Common stock, no par value, 300 shares authorized and 200 shares issued and out-
   standing .....................................................................           --
 Additional paid-in capital   ...................................................       66,174
 Accumulated deficit ............................................................      (37,284)
                                                                                     ---------
   Total Stockholders' Equity ...................................................       31,482
                                                                                     ---------
   Total Liabilities and Stockholders' Equity   .................................    $ 221,776
                                                                                     =========
The accompanying notes are an integral part of this consolidated balance sheet.

                                       F-3
HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                                 (IN THOUSANDS)
REVENUES:
 Station broadcast revenues, net of agency commissions of $16,727  ............    $  95,302
 Revenues realized from station barter arrangements ...........................        4,292
                                                                                   ---------
   Total revenue   ............................................................       99,594
                                                                                   ---------
OPERATING EXPENSES:
 Programming and production ...................................................       20,089
 Selling, general and administrative ..........................................       31,916
 Expenses realized from station barter arrangements ...........................        3,478
 Amortization of program contract costs and net realizable value adjustments ..        3,165
 Depreciation and amortization of property and equipment  .....................        5,472
 Amortization of acquired intangible broadcasting assets  .....................        8,460
                                                                                   ---------
   Total operating expenses ...................................................       72,580
                                                                                   ---------
   Broadcast operating income  ................................................       27,014
                                                                                   ---------
OTHER INCOME (EXPENSE):
 Interest expense  ............................................................      (17,949)
 Gain on sale of assets  ......................................................        6,031
 Other expense  ...............................................................         (203)
                                                                                   ---------
   Income before income tax provision   .......................................       14,893
INCOME TAX PROVISION  .........................................................       (7,853)
                                                                                   ---------
 Net income  ..................................................................    $   7,040
                                                                                   =========
The accompanying notes are an integral part of this consolidated statement.

                                       F-4
HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT
                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                                 (IN THOUSANDS)
COMMON STOCK       ADDITIONAL
                                        -------------------    PAID-IN      ACCUMULATED     STOCKHOLDER'S
                                         SHARES     AMOUNT     CAPITAL        DEFICIT          EQUITY
                                        --------   --------   -----------   -------------   --------------
BALANCE
 December 31, 1995 ..................     2,592     $2,592      $14,368      $ (13,804)       $   3,156
 Parent capital contributions  ......        --         --       43,024             --           43,024
 Parent non-cash contribution  ......        --         --        8,782             --            8,782
 Dividends to parent  ...............        --         --           --        (30,520)         (30,520)
 Net income  ........................        --         --           --          7,040            7,040
                                          -----     ------      -------      ---------        ---------
BALANCE,
 December 31, 1996 ..................     2,592     $2,592      $66,174      $ (37,284)       $  31,482
                                          =====     ======      =======      =========        =========
The accompanying notes are an integral part of this consolidated statement.

                                       F-5
HERITAGE MEDIA SERVICES, INC. -- BROADCASTING SEGMENT

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                                 (IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income  .....................................................................   $  7,040
 Adjustments to reconcile net income to net cash flows from operating activities:
   Depreciation and amortization of property and equipment   .....................      5,472
   Amortization:
    Acquired intangible broadcasting assets   ....................................      8,460
    Program contract costs and net realizable adjustments ........................      3,165
    Deferred finance costs  ......................................................        316
   Gain on sale of assets   ......................................................     (6,031)
   Amortization of deferred compensation   .......................................        135
 Changes in assets and liabilities, net of effects of acquisitions:   ............
   Increase in accounts receivable, net ..........................................     (1,681)
   Increase in other assets ......................................................       (147)
   Decrease in prepaid expenses   ................................................        810
   Increase in deferred tax asset ................................................        (77)
   Decrease in accounts payable and accrued liabilities   ........................     (3,486)
   Net effect of change in deferred barter revenues and deferred barter costs  ...        (53)
   Increase in deferred revenues  ................................................        151
   Decrease in deferred tax liability   ..........................................        (24)
   Decrease in other long-term liabilities .......................................        (44)
 Payments on program contracts payable  ..........................................     (2,565)
                                                                                     --------
      Net cash flows from operating activities   .................................     11,441
                                                                                     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisition of property and equipment  ..........................................     (6,938)
 Proceeds from sale of assets  ...................................................     13,759
 Payments for acquisitions  ......................................................     (9,384)
                                                                                     --------
      Net cash flows from investing activities   .................................     (2,563)
                                                                                     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends to parent  ............................................................    (30,520)
 Decrease in due to affiliate  ...................................................    (21,030)
 Capital contributions made by parent   ..........................................     43,024
                                                                                     --------
      Net cash flows from financing activities   .................................     (8,526)
                                                                                     --------
NET INCREASE IN CASH AND CASH EQUIVALENTS  .......................................        352
CASH AND CASH EQUIVALENTS, beginning of period   .................................      1,799
                                                                                     --------
CASH AND CASH EQUIVALENTS, end of period   .......................................   $  2,151
                                                                                     ========
SUPPLEMENTAL DISCLOSURE:
 Program rights acquired .........................................................   $  3,674
                                                                                     ========
The accompanying notes are an integral part of this consolidated statement.

                                       F-6
HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

     Heritage Media Services, Inc. ("HMSI"), an Iowa corporation operates in two
segments - Marketing  Services and  Broadcasting.  The parent company of HMSI is
Heritage Media Corporation  ("HMC"),  a Delaware  corporation.  The accompanying
consolidated  financial  statements  include the accounts of the  television and
radio operations,  which are collectively referred to hereafter as "the Company,
the  Companies  or the  Broadcasting  Segment."  The Company  owns and  operates
television and radio stations throughout the United States. Also included in the
accompanying  consolidated financial statements are the results of operations of
WFGX-TV Channel 35 in Ft. Walton Beach,  Florida,  pursuant to a Local Marketing
Agreement ("LMA").

Disclosure of Certain Significant Risks and Uncertainties

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

     In the opinion of management, credit risk with respect to trade receivables
is limited due to the large number of  diversified  customers and the geographic
diversification  of the Company's  customer base. The Company  performs  ongoing
credit  evaluations  of its customers and believes that adequate  allowances for
any  uncollectable  trade  receivables are maintained.  At December 31, 1996, no
receivable  from  any  customer  exceeded  5% of  stockholder's  equity,  and no
customer accounted for more than 10% of net revenues in 1996.

Acquired Intangible Broadcasting Assets

     Acquired intangible broadcasting assets are being amortized over periods of
4 to 40 years.  These amounts result from the acquisition of certain  television
and radio  station  license  and  nonlicense  assets  (see Note 9). The  Company
monitors  the  individual  financial  performance  of each of the  stations  and
continually  evaluates the  realizability  of intangible and tangible assets and
the  existence of any  impairment to its  recoverability  based on the projected
undiscounted cash flows of the respective stations.

     Intangible  assets,  at cost,  as of  December  31,  1996,  consist  of the
following (in thousands):
AMORTIZATION
                                                                        PERIOD          1996
                                                                    ---------------   ---------
Goodwill, net of accumulated amortization of $48,077 .........          40 years    $135,925
   FCC licenses, net of accumulated amortization of $2,612 ......     14 - 25 years      26,754
   Other, net of accumulated amortization of $635 ...............      4 - 25 years         947
                                                                                       --------
                                                                                       $163,626
                                                                                       ========
F-7
HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

Property and Equipment

     Property and  equipment are stated at cost less  accumulated  depreciation.
Depreciation is recorded on the  straight-line  basis over the estimated  useful
lives of the assets. Property and equipment at December 31, 1996, are summarized
as follows (in thousands):

                                              USEFUL LIFE       1996
                                            ---------------   ------------
   Land .................................         --           $   2,685
   Broadcasting equipment ...............    5 - 25 years         41,268
   Buildings and improvements   .........   12 - 30 years          7,369
   Other equipment  .....................    4 -  8 years          9,904
                                                               ---------
                                                                  61,226
   Less: Accumulated depreciation  ......                        (31,221)
                                                               ---------
                                                               $  30,005
                                                               =========

Programming

     The Company has agreements with  distributors  for the rights to television
programming  over contract  periods which generally run from one to seven years.
Contract payments are made in installments over terms that are generally shorter
than the contract period.  Each contract is recorded as an asset and a liability
when the  license  period  begins  and the  program is  available  for its first
showing.  The  portion  of the  program  contracts  payable  within  one year is
reflected  as a  current  liability  in the  accompanying  consolidated  balance
sheets.

     The  rights  to  program   materials  are  reflected  in  the  accompanying
consolidated  balance  sheet at the lower of  unamortized  cost or estimated net
realizable  value.  Estimated net realizable  values are based upon management's
expectation  of  future  advertising  revenues  net of sales  commissions  to be
generated by the program  material.  Amortization  of program  contract costs is
charged to operations by the  straight-line  method over the contract  period or
based on usage,  whichever  yields the greater  amortization  for each  program.
Program  contract  costs,  estimated  by  management  to  be  amortized  in  the
succeeding year, are classified as current assets.  Payments of program contract
liabilities  are  typically  paid on a scheduled  basis and are not  affected by
adjustments for amortization or estimated net realizable value.

Barter Transactions

     Certain program  contracts provide for the exchange of advertising air time
in lieu of cash payments for the rights to such programming. These contracts are
recorded  as  the  programs  are  aired  at  the  estimated  fair  value  of the
advertising  air  time  given  in  exchange  for  the  program  rights.  Network
programming is excluded from these calculations.

     The Company  broadcasts  certain  customers'  advertising  in exchange  for
equipment,  merchandise and services. The estimated fair value of the equipment,
merchandise  or services  received is recorded as deferred  barter costs and the
corresponding obligation to broadcast advertising is recorded as deferred barter
revenues.  The deferred  barter costs are  expensed or  capitalized  as they are
used,  consumed or received.  Deferred  barter  revenues are  recognized  as the
related advertising is aired.

Other Assets

     Debt issuance  costs are amortized to interest  expense using the effective
interest method over the period of the related debt agreement.

                                       F-8
HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

Revenues

     Broadcast revenues are derived primarily from local,  regional and national
advertising and network  compensation.  Advertising revenues are recognized upon
the airing of  commercials,  while network  revenues are  recognized  monthly as
earned.  Revenues are presented  net of  advertising  agency and national  sales
representatives' commissions.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of

     The Company  adopted the  provisions of SFAS No. 121,  "Accounting  for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of " on
January 1, 1996.  This  statement  requires that  long-lived  assets and certain
identifiable  intangibles be reviewed for impairment  whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying  amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired,  the
impairment  to be  recognized  is measured  by the amount by which the  carrying
amount of the assets exceed the fair value of the assets.  Assets to be disposed
of are reported at the lower of the carrying  amount or fair value less costs to
sell. Initial adoption of this statement,  as of January 1, 1996, did not have a
material impact on the Company's financial position or results of operations.

Local Marketing Agreements

     The  Company  generally  enters  into LMAs and  similar  arrangements  with
stations  located in markets in which the Company  already  owns and  operates a
station and, in connection with  acquisitions,  pending  regulatory  approval of
transfer of license  assets.  Under the terms of these  agreements,  the Company
makes  specified  periodic  payments to the  owner-operator  in exchange for the
grant to the Company of the right to program and sell advertising on a specified
portion of the  station's  inventory of  broadcast  time.  Nevertheless,  as the
holder  of  the  FCC  license,  the  owner-operator  retains  full  control  and
responsibility  for the  operation  of the station,  including  control over all
programming broadcast on the station. 

2. ACCRUED EXPENSES:

     Accrued  expenses  consist of the  following  at  December  31,  1996,  (in
thousands):

                                                   1996
                                                  -------
          Commissions  ........................   $1,449
          Payroll and employee benefits  ......      960
          Other  ..............................    2,842
                                                  ------
                                                  $5,251
                                                  ======

3. DUE TO AFFILIATE:

     The Company has an arrangement  with HMSI whereby HMSI will provide certain
management  and other  services to the Company.  The services  provided  include
consultation  and direct  management  assistance  with respect to operations and
strategic planning.  The Broadcasting  Segment was allocated  approximately $2.0
million of corporate overhead expenses for these services.

     In order to fund  acquisitions and provide  operating  funds,  HMSI entered
into a bank credit  agreement.  The debt used to finance  acquisitions  and fund
daily  operations of the  Broadcasting  Segment was recorded by the Broadcasting
Segment as affiliate borrowings in the accompanying  consolidated balance sheet.
HMSI allocates interest at a rate of approximately 10.0%, which approximates the
average rate 

                                       F-9
HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

paid  on the borrowings. Associated with the HMSI debt, the Broadcasting Segment
was  allocated  approximately  $.6  million  of  deferred  financing  costs. The
deferred  financing  costs  are being amortized over the term of the bank credit
agreement.

4. PROGRAM CONTRACTS PAYABLE:

     Future payments required under program contracts payable as of December 31,
1996, are as follows (in thousands):

          1997   .......................................    $  2,079
          1998   .......................................       1,151
          1999   .......................................         324
          2000   .......................................          59
                                                            --------
                                                               3,613
          Less: Current portion ........................      (2,079)
                                                            --------
          Long-term portion of program contracts payable    $  1,534
                                                            ========

     The Company has estimated the fair value of its program  contract  payables
and  noncancellable  commitments at approximately $2.6 million and $0.4 million,
respectively, at December 31, 1996, based on future cash flows discounted at the
Company's current borrowing rate.

Broadcast Program Rights

     The Company has entered into  contracts for broadcast  program  rights that
expire  at  various  dates  during  the  next  four  years.  Contracts  totaling
approximately $0.5 million relate to programs which are not currently  available
for use and,  therefore,  are not  reflected  as  assets or  liabilities  in the
accompanying consolidated balance sheet at December 31, 1996.

5. INCOME TAXES:

     HMC files a consolidated  federal tax return and separate state tax returns
for each of its subsidiaries in certain filing jurisdictions. It is HMC's policy
to pay the  federal  income  tax  provision  of the  Company.  The  accompanying
financial  statements  have been prepared in accordance with the separate return
method of FASB 109,  whereby the  allocation of the federal tax provision due to
HMC is based on what the subsidiary's current and deferred federal tax provision
would have been had the subsidiary  filed a federal income tax return outside of
its  consolidated  group.  The Company is not required to reimburse  HMC for its
federal  tax  provision.  Accordingly,  this  amount  is  recorded  as a capital
contribution in the accompanying  consolidated financial statements.  No federal
deferred  tax assets or  liabilities  are  recorded  because  those  amounts are
considered  currently  paid to or  received  by HMC.  The  federal and state tax
provision  was  calculated  based on  pretax  income,  plus or  minus  permanent
book-to-tax differences, times the statutory tax rate of 40%. The Company had no
alternative  minimum tax credit  carryforwards  as of  December  31,  1996.  The
effective  tax  rate of 53%  exceeds  the  statutory  tax rate of 40% due to the
effects of non-deductible goodwill. 

                                      F-10
HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

   The   provision for income taxes consists of the following as of December 31,
         1996 (in thousands):

          Current:
            Federal ........................    $6,762
            State   ........................     1,192
                                                ------
                                                 7,954
                                                ------
          Deferred:
            Federal ........................        --
            State   ........................      (101)
                                                ------
                                                  (101)
                                                ------
          Provision for income taxes  ......    $7,853
                                                ======

     The following  table  summarizes  the state tax effects of the  significant
types of temporary  differences  between financial reporting basis and tax basis
which were generated during the year ended December 31, 1996.

          Deferred Tax Assets:
            Bad debt reserve  ..................   $ 80
            Accruals ...........................    135
                                                   ----
                                                   $215
                                                   ====
          Deferred Tax Liability:
            Depreciation   .....................   $563
                                                   ----
                                                   $563
                                                   ====

6. EMPLOYEE BENEFIT PLAN:

     Company employees are covered by HMC's Retirement Savings Plan (the "Plan")
whereby participants may contribute portions of their annual compensation to the
Plan and  certain  contributions  may be made at the  discretion  of the Company
based on criteria set forth in the Plan  agreement.  Participants  are generally
100% vested in Company  contributions  after five years of  employment  with the
Company. Company expenses under the Plan were not material in 1996. 

7. RELATED PARTY TRANSACTIONS:

     The  Company  regularly  receives  certain  advances  from  HMC  which  are
evidenced by a subordination  agreement.  These advances are noninterest-bearing
and subordinated to borrowings under the credit  agreements but may be repaid if
such repayment does not result in covenant violations under those agreements.

8. CONTINGENCIES AND OTHER COMMITMENTS:

Leases and Contracts

     The  Company   and  its   subsidiaries   lease   certain   real   property,
transportation  and  other  equipment  under  noncancellable   operating  leases
expiring  at  various  dates  through  2010.  The  Company  also  has  long-term
contractual  obligations  with two major  broadcast  ratings  firms that provide
monthly  ratings  services and guaranteed  store  contracts.  Rent expense under
theses leases for the year ended December 31, 1996 aggregated approximately $1.6
million.

                                      F-11
HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

     Future minimum payments under the leases are as follows (in thousands):

          1997  .....................   $1,287
          1998  .....................    1,167
          1999  .....................    1,097
          2000  .....................      973
          2001 and thereafter  ......    4,662
                                        ------
                                        $9,186
                                        ======

Litigation

     The Company is a party to lawsuits  which are  generally  incidental to its
business.  Management  of the Company  does not believe the  resolution  of such
matters will have a significant  effect on its liquidity,  financial position or
results of operations.

9. ACQUISITIONS:

     In February  1996,  the  Company  acquired  WMYU and WWST-FM in  Knoxville,
Tennessee,  for $6.5 million.  Also in February 1996, the Company  completed the
sale of KEVN-TV, Rapid City, South Dakota. As a result of this sale, the Company
recognized a gain of $6.0 million.

     In March 1996, HMC contributed the stock of KIHT-FM to the Company for $7.2
million.  Because HMC and the Company are under common control, the transactions
were  accounted  for at  historical  cost in a manner  similar  to a pooling  of
interests. Accordingly, the consolidated financial statements include the assets
and liabilities and results of operations of the contributed subsidiary from the
dates of acquisition by HMC.

     The  acquisitions  discussed  above  were  recognized  in the  consolidated
financial statements as follows (in thousands):

                                                                 1996
                                                              -----------
          Purchase price - cash paid by Parent, net of cash
            acquired   ....................................    $  9,384
          Less: Assets acquired ...........................      (3,388)
          Add: Liabilities assumed ........................       1,176
                                                               --------
               Goodwill purchased  ........................    $  7,172
                                                               ========

10. FINANCIAL INFORMATION BY SEGMENT:

     The  Company  operates in two  principal  business  segments --  television
broadcasting  and radio  broadcasting.  At December  31,  1996,  the  television
segment included five television  stations for which the Company is the licensee
and one station which is operated under a local marketing  agreement.  These six
stations operate in six different markets in the continental United States.

     The radio group currently operates 23 radio stations, including three under
an  LMA  pending   acquisition,   and  has  recently  announced  two  additional
transactions  involving trades of existing stations in like-kind exchanges.  The
radio group will own and  operate 24 stations  (seven AM, 17 FM) in seven of the
top 50 largest markets by population  after all pending  transactions  have been
completed. The holdings include at least three stations (and two FM stations) in
every market.

                                      F-12
HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

                                                      1996
                                                 ---------------
                                                 (IN THOUSANDS)
          TELEVISION
            Net broadcasting revenue .........      $ 46,316
            Station operating expenses  ......        30,982
            Station operating income .........        15,334
            Total assets .....................        83,848
            Capital expenditures  ............         5,791
          RADIO
            Net broadcasting revenue .........      $ 53,278
            Station operating expenses  ......        41,598
            Station operating income .........        11,680
            Total assets .....................       137,928
            Capital expenditures  ............         1,147
          CONSOLIDATED
            Net broadcasting revenue .........      $ 99,594
            Station operating expenses  ......        72,580
            Station operating income .........        27,014
            Total assets .....................       221,776
            Capital expenditures  ............         6,938

11. SUBSEQUENT EVENTS:

     On January 7, 1997,  the Company  completed  the  purchase of the assets of
WHRR-FM, serving Rochester, New York, for $1.9 million. On January 24, 1997, the
Company  completed the purchase of the assets of KXTR-FM,  serving  Kansas City,
Missouri, for $9.7 million.

     On January 21, 1997,  the Company  announced  plans to trade its Knoxville,
Tennessee  stations,  WMYU-FM and WWST-FM for KQRC-FM  serving Kansas City, in a
like-kind  exchange.  On  February  18,  1997,  the Company  announced  plans to
exchange  WVAW-FM,  its station in Cincinnati,  for WGH-FM,  WVCL-FM and WGH-AM,
serving  Norfolk,  Virginia,  plus $5 million cash. The Company will operate the
Norfolk  stations under a LMA. Both  transactions are subject to approval by the
Federal Communications Commission (the "FCC").

     In July  1997,  The News  Corporation  Limited  entered  into an asset sale
agreement  with Sinclair  Broadcast  Group,  Inc.  ("Sinclair")  to sell certain
television and radio assets of the Broadcasting  Segment of HMC to Sinclair upon
the  closing of the  proposed  merger  agreement  between  The News  Corporation
Limited and HMC. The merger remains  contingent upon FCC approval.  The proposed
sale price to Sinclair is $630 million in cash. The sale is expected to occur in
the first quarter of 1998. 

                                      F-13
HERITAGE MEDIA SERVICES INC. -- BROADCASTING SEGMENT
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
DECEMBER 31,     SEPTEMBER 30,
                                                                           1996             1997
                                                                       --------------   --------------
ASSETS
Current Assets:
 Cash and cash equivalents   .......................................     $   2,151        $   2,037
 Accounts receivable, net of allowance for doubtful accounts  ......        20,036           20,546
 Deferred barter costs .............................................         1,911            2,278
 Prepaid expenses and other current assets  ........................           138            1,447
 Deferred tax asset ................................................           215              215
 Current portion of program contract costs  ........................         1,006            2,140
                                                                         ---------        ---------
   Total current assets   ..........................................        25,457           28,663
Property and equipment, net  .......................................        30,005           28,387
Acquired intangible broadcasting assets, net   .....................       163,626          169,673
Program contract costs, less current portion   .....................         1,867            1,075
Other assets  ......................................................           821              359
                                                                         ---------        ---------
   Total assets  ...................................................     $ 221,776        $ 228,157
                                                                         =========        =========
                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Accounts payable   ................................................     $     148        $     323
 Deferred barter revenues ..........................................         1,746            1,938
 Accrued liabilities   .............................................         5,251            1,389
 Deferred revenues  ................................................           428               90
 Current portion of program contracts payable  .....................         2,079            1,461
                                                                         ---------        ---------
   Total current liabilities .......................................         9,652            5,201
Long-Term Liabilities:
 Due to affiliate   ................................................       178,393          180,191
 Deferred tax liability   ..........................................           563              563
 Program contracts payable   .......................................         1,534            1,761
 Other long-term liabilities .......................................           152              390
                                                                         ---------        ---------
   Total liabilities   .............................................       190,294          188,106
                                                                         ---------        ---------
Commitments and contingencies   ....................................
Stockholders' equity:
 Common stock, $1.00 par value, 3,576,000 shares authorized and
   2,591,586 issued and outstanding   ..............................         2,592            2,592
 Common stock, no par value, 300 shares authorized and 200 shares
   issued and outstanding ..........................................            --               --
 Additional paid-in capital  .......................................        66,174           66,174
 Accumulated deficit   .............................................       (37,284)         (28,715)
                                                                         ---------        ---------
   Total stockholders' equity   ....................................        31,482           40,051
                                                                         ---------        ---------
   Total liabilities and stockholders' equity  .....................     $ 221,776        $ 228,157
                                                                         =========        =========
The  accompanying  notes are an integral  part of these  unaudited  consolidated
statements.

                                      F-14
HERITAGE MEDIA SERVICES INC. -- BROADCASTING SEGMENT
                      CONSOLIDATED STATEMENTS OF OPERATIONS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
                                 (IN THOUSANDS)
1996           1997
                                                                       ------------   ------------
Revenues:
 Station broadcast revenues, net of agency commissions  ............    $  66,631      $  73,049
 Revenues realized from station barter arrangements  ...............        3,059          3,860
                                                                        ---------      ---------
   Total revenues   ................................................       69,690         76,909
Operating Expenses:
 Program and production   ..........................................       22,374         24,578
 Selling, general and administrative  ..............................       14,743         15,037
 Expenses realized from station barter arrangements  ...............        2,228          3,053
 Depreciation and amortization of property and equipment   .........        4,025          4,238
 Amortization of program contract costs and net realizable value ad-
   justments .......................................................        1,093          1,275
 Amortization of acquired intangible broadcasting assets   .........        6,296          6,326
                                                                        ---------      ---------
   Total operating expenses  .......................................       50,759         54,507
                                                                        ---------      ---------
   Broadcast operating income   ....................................       18,931         22,402
Other Income (Expense):
 Interest expense   ................................................      (14,246)       (13,412)
 Gain on sale of assets   ..........................................        6,031              3
 Gain on exchange of assets  .......................................           --          9,401
 Other (expense) ...................................................         (152)          (279)
                                                                        ---------      ---------
 Income before income tax provision   ..............................       10,564         18,115
                                                                        ---------      ---------
Income Tax Provision   .............................................        5,567          9,546
                                                                        ---------      ---------
   Net Income ......................................................    $   4,997      $   8,569
                                                                        =========      =========
The  accompanying  notes are an integral  part of these  unaudited  consolidated
statements

                                      F-15
HERITAGE MEDIA SERVICES INC. -- BROADCASTING SEGMENT
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
                                 (IN THOUSANDS)
1996           1997
                                                                                    -----------   --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income .....................................................................   $  4,997        $  8,569
 Adjustments to reconcile net income to net cash flows from operating activities:
   Depreciation and amortization of property and equipment  .....................      4,025           4,238
   Amortization:
    Acquired intangible broadcasting assets  ....................................      6,296           6,326
    Program contract costs and net realizable adjustments   .....................      1,093           1,275
    Deferred finance costs ......................................................        201             249
   Gain on sale of assets  ......................................................     (6,031)             (3)
   Gain of exchange of assets ...................................................         --          (9,401)
 Changes in assets and liabilities, net of effects of acquisitions:
   Decrease (increase) in accounts receivable, net ..............................      3,324            (510)
   (Increase) decrease in other assets ..........................................     (1,178)            462
   Increase in prepaid expenses and other current assets ........................       (529)         (1,308)
   Decrease in accounts payable and accrued liabilities  ........................     (1,208)         (3,687)
   Net effect of change in deferred barter revenues and deferred barter costs ...       (361)           (176)
   Decrease in deferred revenues ................................................        (99)           (338)
   Increase in deferred tax liability  ..........................................         24              --
   Decrease (increase) in other long-term liabilities ...........................        (27)            238
Payments on program contracts payable  ..........................................     (1,836)         (2,008)
                                                                                    --------        ----------
     Net cash flows from operating activities   .................................      8,691           3,926
                                                                                    --------        ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Payments for acquisitions ......................................................     (8,022)        (13,146)
 Acquisition of property and equipment ..........................................     (6,029)         (2,510)
 Proceeds from exchange of assets   .............................................         --          11,979
 Proceeds from sale of assets ...................................................     13,759              --
                                                                                    --------        ----------
     Net cash flows used in investing activities   ..............................       (292)         (3,677)
                                                                                    --------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends paid, contributions received, net ....................................     12,504              --
 (Decrease) in due to affiliate  ................................................    (20,889)           (363)
                                                                                    --------        ----------
     Net cash used in financing activities   ....................................     (8,385)           (363)
                                                                                    --------        ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  ...........................         14            (114)
CASH AND CASH EQUIVALENTS, beginning of period  .................................      1,799           2,151
                                                                                    --------        ----------
CASH AND CASH EQUIVALENTS, end of period  .......................................   $  1,813        $  2,037
                                                                                    ========        ==========
SUPPLEMENTAL DISCLOSURE:
 Program rights acquired   ......................................................   $  3,292        $  1,617
                                                                                    ========        ==========
The  accompanying  notes are an integral  part of these  unaudited  consolidated
statements.

                                      F-16
HERITAGE MEDIA SERVICES, INC. BROADCASTING SEGMENT

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997

1. ORGANIZATION

Basis of Presentation

     Heritage Media Services,  Inc. ("HMSI") operates in two segments  Marketing
Services  and  Broadcasting.  The  parent  company  of  HMSI is  Heritage  Media
Corporation ("HMC"). The accompanying  consolidated financial statements include
the accounts of the  television  and radio  operations,  which are  collectively
referred  to  hereafter  as "the  Company,  the  Companies  or the  Broadcasting
Segment." The Company owns and operates television and radio stations throughout
the United  States.  Also included in the  accompanying  consolidated  financial
statements  are the results of  operations  of WFGX-TV  Channel 35 in Ft. Walton
Beach, Florida, pursuant to a LMA.

2. DUE TO AFFILIATE

     The Company has an arrangement  with HMSI whereby HMSI will provide certain
management  and other  services to the Company.  The services  provided  include
consultation  and direct  management  assistance  with respect to operations and
strategic planning.  The Broadcasting  Segment was allocated  approximately $3.0
million of corporate overhead expenses for these services.

     In order to fund  acquisitions and provide  operating  funds,  HMSI entered
into a bank credit  agreement.  The debt used to finance  acquisitions  and fund
daily  operations of the  Broadcasting  Segment was recorded by the Broadcasting
Segment as affiliate borrowings in the accompanying  consolidated balance sheet.
HMSI allocates interest at a rate of approximately 10.0%, which approximates the
average rate paid on the borrowings.

3. BROADCASTING SEGMENT SALE

     In July  1997,  The News  Corporation  Limited  entered  into an asset sale
agreement  with Sinclair  Broadcast  Group,  Inc.  ("Sinclair")  to sell certain
television and radio assets of the Broadcasting  Segment of HMC to Sinclair upon
the  closing of the  proposed  merger  agreement  between  The News  Corporation
Limited and HMC.  The  proposed  sale price to Sinclair is $630 million in cash.
The sale is expected to occur in the first quarter of 1998.  Subsequent to July,
the  merger  between  The News  Corporation  Limited  and HMC was  approved  and
completed. The proposed sale to Sinclair is now contingent upon FCC approval and
the  expiration of the  applicable  waiting  period under the Hart  Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act").

                                      F-17
SIGNATURE

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

                                                  SINCLAIR BROADCAST GROUP, INC.

                                                 By: /s/ DAVID B. AMY
                                                    ----------------------------

                                                    David B. Amy
                                                    Chief Financial Officer/
                                                    Principal Accounting Officer

Dated: December 5, 1997