Registration No. 333-      

     ~As filed with the Securities and Exchange Commission on April 6, 1999    


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                         HEARST-ARGYLE TELEVISION, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                         74-2717523
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                      Identification Number)

 -------------------------                            --------------------
      888 Seventh Avenue                                       10106
      New York, New York                                     (Zip Code)
(Address of principal executive offices)


                         HEARST-ARGYLE TELEVISION, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 DEAN H. BLYTHE
                  Senior Vice President--Corporate Development,
                          Secretary and General Counsel
                         Hearst-Argyle Television, Inc.
                               888 Seventh Avenue
                            New York, New York 10106
                                 (212) 649-2000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                 With a copy to:
                              STEVEN A. HOBBS, ESQ.
                            BONNIE A. BARSAMIAN, ESQ.
                               Rogers & Wells LLP
                                 200 Park Avenue
                            New York, New York 10166
                                 (212) 878-8000
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

=========================================== =================== ================== =========================== ====================
                                                               Proposed Maximum        Proposed Maximum                            
                                               Amount to be      Offering Price        Aggregate Offering            Amount of
   Title of Securities to be Registered       Registered(1)       Per Share(2)               Price              Registration Fee(2)
<S>                   <C>                         <C>                 <C>                     <C>                  <C>

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

Series A Common Stock, par value $.01           5,000,000            $24.75             $123,750,000.00             $34,405.00
=========================================== =================== ================== =========================== ====================
</TABLE>

        (1)    Pursuant  to Rule 416(a)  under the  Securities  Act of 1933,  as
               amended  (the  "Securities  Act"),  the  number of  shares  being
               registered  shall be adjusted to include  any  additional  shares
               which may  become  issuable  as a result of stock  splits,  stock
               dividends,  or similar transactions in accordance with provisions
               of the plan.
        (2)    Estimated,  pursuant to Rule 457(h),  on the basis of the average
               of the high and the low prices of the  Company's  Series A Common
               Stock reported on the New York Stock Exchange on April 1, 1999.




<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        The information  specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act and the introductory Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        We  incorporate  by  reference  into  this  Registration  Statement  the
following  documents filed with the Securities and Exchange Commission under the
File Number 1-14776:

        1. Our Annual Report on Form 10-K for the year ended December 31, 1998;

        2. Our Current Report on Form 8-K filed December 16, 1998, as amended by
the Form 8-K/A  filed on January  26,  1999 and the Form 8-K/A filed on February
10, 1999; our Current Report on Form 8-K filed January 20, 1999; and our Current
Report on Form 8-K filed on March 26, 1999;

        3.  The  description  of our  Series  A Common  Stock  contained  in the
Company's Registration Statement on Form 8-A/A filed on July 14, 1998; and

        4.  All other reports filed pursuant to Section 13(a), 13(c), 14 or 
15(d) of the Exchange Act since December 31, 1998.

        When we file documents in accordance  with Section 13(a),  13(c), 14 and
15(d) of the Exchange Act between the date of this  Registration  Statement  and
the time we file a post-effective amendment to the Registration Statement saying
all the  securities  which are the subject of that  Registration  Statement have
been  sold or  deregistering  any  securities  which  have  not been  sold,  the
documents we file will be incorporated into this Registration Statement and will
be a part of it beginning on the date the documents are filed.  If any documents
which we file  changes  anything  said in this  Registration  Statement or in an
earlier document which is incorporated  into this  Registration  Statement,  the
later  document  will  modify  or  supersede  what is said in this  Registration
Statement or the earlier document.

        You may request a copy of these filings at no cost,  other than exhibits
to those documents  which are not  specifically  incorporated  by reference,  by
writing or telephoning us at the following address:

                            Dean H. Blythe, Secretary
                         Hearst-Argyle Television, Inc.
                               888 Seventh Avenue
                            New York, New York 10106
                                 (212) 649-2000
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable


                                        2
<PAGE>


Item 6.  Indemnification of Directors and Officers

                  Subsection  (a)  of  Section  145  of  the  Delaware   General
Corporation Law (the "DGCL") empowers a corporation to indemnify any director or
officer,  or former director or officer,  who was or is a party or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the  corporation),  against expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred in connection with such action, suit or proceeding provided
that such  director  or officer  acted in good faith and in a manner  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  provided that such director
or officer had no reasonable cause to believe his or her conduct was unlawful.

                  Subsection   (b)  of  Section  145  of  the  DGCL  empowers  a
corporation to indemnify any director or officer, or former director or officer,
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action or suit by or in the right of the  corporation  to
procure a judgment in its favor by reason of the fact that such person  acted in
any of the capacities set forth above,  against expenses  (including  attorney's
fees)  actually  and  reasonably  incurred  in  connection  with the  defense or
settlement  of such action or suit  provided that such director or officer acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such director or officer shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that despite the adjudication of liability such director or officer is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

                  Section 145 of the DGCL further  provides that to the extent a
present or former  director or officer of a corporation  has been  successful in
the defense of any action, suit or proceeding referred to in subsections (a) and
(b) or in the defense of any claim, issue or matter therein,  he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection  therewith;  that indemnification  provided
for in Section 145 shall not be deemed  exclusive  of any other  rights to which
the indemnified party may be entitled; and that the corporation shall have power
to purchase  and  maintain  insurance  on behalf of a director or officer of the
corporation against any liability asserted against him or her or incurred by him
or her in any such  capacity or arising out of his or her status as such whether
or not the corporation would have the power to indemnify him or her against such
liabilities under Section 145.

                  Article  Seven  of  the  Hearst-Argyle  Amended  and  Restated
Certificate of Incorporation  provides that Hearst-Argyle shall indemnify to the
fullest extent  permitted by the DGCL any and all of its directors and officers,
or  former  directors  and  officers,  or any  person  who may  have  served  at
Hearst-Argyle's  request  as a  director  or  officer  of  another  corporation,
partnership,  limited liability company, joint venture, trust or other entity or
enterprise.

                  Article  Eight  of  the  Hearst-Argyle  Amended  and  Restated
Certificate of  Incorporation  provides that, to the fullest extent permitted by
the DGCL, a director or former director of Hearst-Argyle shall not be personally
liable to  Hearst-Argyle  or its stockholders for monetary damages for breach of
fiduciary duty as a director.

                  Hearst-Argyle   maintains  liability  insurance  insuring  its
officers  and  directors  against  liabilities  that  they  may  incur  in  such
capacities,  including  liabilities  arising under the Federal  securities  laws
other than  liabilities  arising out of the filing of a  registration  statement
with the Securities and Exchange Commission.


                                        3
<PAGE>


Item 7.  Exemption from Registration Claimed

        Not applicable.

Item 8.  Exhibits

         4.1     --   Amended and Restated  Certificate of  Incorporation  of
                      the Company  (incorporated  by  reference to Appendix C of
                      the Company's Registration Statement on Form S-4 (File No.
                      333-32487))
         4.2     --   Amended and  Restated  Bylaws of the Company  
                      (incorporated  by  reference  to  Exhibit 3.2  of the  
                      Company's Registration Statement on Form S-4 (File 
                      No. 333-72207))
         4.3     --   Specimen of stock  certificate for the Company's Series
                      A Common Stock, $.01 par value per share  (incorporated by
                      reference to Exhibit 4.3 of the Company's Form 8-A/A dated
                      September 5, 1997)
         5.1     --   Opinion of Rogers & Wells LLP
         23.1    --   Consent of Rogers & Wells LLP (set forth in Exhibit 5.1)
         23.2         Consent of PricewaterhouseCoopers, LLP
         23.3    --   Consent of Deloitte & Touche LLP
         23.4    --   Consent of Deloitte & Touche LLP
         24.1    --   Power of Attorney (set forth on first signature page 
                      hereof)
         99.1    --   Hearst-Argyle Television, Inc. 1998 Employee Stock 
                      Purchase Plan


        Item 9.  Undertakings

        (a)       The undersigned registrant hereby undertakes:

        (1) To file,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                   (i)     To include any  prospectus  required by Section  
        10(a)(3) of the  Securities Act of 1933, as amended (the"Act");

                   (ii) To reflect in the prospectus any facts or events arising
        after the  effective  date of this  Registration  Statement (or the most
        recent post-effective  amendment thereof) which,  individually or in the
        aggregate,  represent a fundamental  change in the information set forth
        in  the  Registration  Statement.  Notwithstanding  the  foregoing,  any
        increase  or  decrease  in volume of  securities  offered  (if the total
        dollar  value of  securities  offered  would not  exceed  that which was
        registered)  and any deviation from the low or high end of the estimated
        maximum  offering range may be reflected in the form of prospectus filed
        with the Commission  pursuant to Rule 424(b) if, in the  aggregate,  the
        changes in volume and price  represent  no more than a 20% change in the
        maximum  aggregate  offering  price  set  forth in the  "Calculation  of
        Registration Fee" table in the effective Registration Statement;

                   (iii) To include any material information with respect to the
        plan  of  distribution  not  previously  disclosed  in the  Registration
        Statement or any material change to such information in the Registration
        Statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information  contained in periodic  reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934,
as amended (the  "Exchange  Act"),  that are  incorporated  by reference in this
Registration Statement.

                                        4
<PAGE>

        (2) That,  for the purpose of determining  any liability  under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        (3) To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        (b) The undersigned  registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each filing of the employee  benefit  plan's  annual  report
pursuant to section 15(d) or the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        (c) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors,  officers and  controlling  persons of the registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        5

<PAGE>



                                                                       

                                                                             
                                   SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York, on the 5th day of
April, 1999.



                                    HEARST-ARGYLE TELEVISION, INC.


                                    By:/s/ Bob Marbut                          
                                       -------------------------
                                       Bob Marbut
                                       Chairman of the Board and
                                       Co-Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW  ALL MEN AND  WOMEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below hereby  constitutes  and appoints Bob Marbut,  Harry T.
Hawks and Dean H. Blythe,  and each of them, such  individual's  true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for such individual and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  on Form S-8 and any  registration
statement for the same offering that is to be effective upon filing  pursuant to
Rule  462(b)  under the  Securities  Act of 1933,  as  amended,  and any and all
applications  and other documents in connection  therewith,  with the Securities
and Exchange  Commission and any state or other securities  authority,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises as fully and to all intents and purposes as
he or she might or could do in person,  hereby ratifying and confirming all that
said  attorneys-in-fact  and  agents,  or any of them,  or their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>


             Signature                                  Title                            Date

<S>            <C>                                        <C>                             <C>


/s/ Bob Marbut                       Chairman of the Board and
-----------------------              Co-Chief Executive Officer                    April 5, 1999
    Bob Marbut                       (Principal Executive Officer)


                                     President and Co-Chief
/s/ John G. Conomikes                Executive Officer
-----------------------              (Principal Executive Officer)                 April 5, 1999
    John G. Conomikes
                                  
                                     Executive Vice President,
/s/ David J. Barrett                 Chief Operating Officer and
-----------------------              Director                                      April 5, 1999
    David J. Barrett

                                     Chief Financial Officer,
/s/ Harry T. Hawks                   Senior Vice President and
-----------------------              Principal Financial Officer                   April 5, 1999
    Harry T. Hawks


/s/ Teresa Lopez                     Vice President and Controller
-----------------------              (Principal Accounting Officer)                April 5, 1999
    Teresa Lopez


/s/ Frank A. Bennack, Jr.
-----------------------              Director                                      April 5, 1999
    Frank A. Bennack, Jr.


/s/ Victor F. Ganzi
-----------------------              Director                                      April 5, 1999
    Victor F. Ganzi


/s/ George R. Hearst, Jr.
-----------------------              Director                                      April 5, 1999
    George R. Hearst, Jr.


/s/ William R. Hearst III
-----------------------              Director                                      April 5, 1999
    William R. Hearst III


/s/ Gilbert C. Maurer
-----------------------              Director                                      April 5, 1999
    Gilbert C. Maurer


/s/ David Pulver
-----------------------              Director                                      April 5, 1999
    David Pulver


/s/ Virginia H. Randt
-----------------------              Director                                      April 5, 1999
    Virginia H. Randt


/s/ Caroline L. Williams
-----------------------              Director                                      April 5, 1999
    Caroline  L. Williams
</TABLE>

<PAGE>


                                                   
                                                                              
                                  EXHIBIT INDEX


      Exhibit No.                  Description

         4.1     --   Amended and Restated  Certificate of  Incorporation  of
                      the Company  (incorporated  by  reference to Appendix C of
                      the Company's Registration Statement on Form S-4 (File No.
                      333-32487))
         4.2     --   Amended and  Restated  Bylaws of the Company  
                      (incorporated by reference to Exhibit 3.2 of the Company's
                      Registration Statement on Form S-4 (File No. 333-72207))
         4.3     --   Specimen of stock  certificate for the Company's Series
                      A Common Stock, $.01 par value per share  (incorporated by
                      reference to Exhibit 4.3 of the Company's Form 8-A/A dated
                      September 5, 1997)
         5.1     --   Opinion of Rogers & Wells LLP
         23.1    --   Consent of Rogers & Wells LLP (set forth in Exhibit 5.1)
         23.2         Consent of PricewaterhouseCoopers, LLP
         23.3    --   Consent of Deloitte & Touche LLP
         23.4    --   Consent of Deloitte & Touche LLP
         24.1    --   Power of Attorney (set forth on first signature page 
                      hereof)
         99.1    --   Hearst-Argyle Television, Inc. 1998 Employee Stock 
                      Purchase Plan





<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23858}]
{"company-data": {"conformed-name": "HEARST ARGYLE TELEVISION INC", "cik": "0000949536", "assigned-sic": "4833", "irs-number": "742717523", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75709", "film-number": "99587842"}, "business-address": {"street1": "888 SEVENTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10106", "phone": "2126492300"}, "mail-address": {"street1": "200 CONCORD PLAZA", "street2": "STE 700", "city": "SAN ANTONIO", "state": "TX", "zip": "78216"}, "former-company": {"former-conformed-name": "ARGYLE TELEVISION INC", "date-changed": "19951006"}}
Registration No. 333-      

     ~As filed with the Securities and Exchange Commission on April 6, 1999    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                         HEARST-ARGYLE TELEVISION, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                         74-2717523
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                      Identification Number)

 -------------------------                            --------------------
      888 Seventh Avenue                                       10106
      New York, New York                                     (Zip Code)
(Address of principal executive offices)

                         HEARST-ARGYLE TELEVISION, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 DEAN H. BLYTHE
                  Senior Vice President--Corporate Development,
                          Secretary and General Counsel
                         Hearst-Argyle Television, Inc.
                               888 Seventh Avenue
                            New York, New York 10106
                                 (212) 649-2000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                 With a copy to:
                              STEVEN A. HOBBS, ESQ.
                            BONNIE A. BARSAMIAN, ESQ.
                               Rogers & Wells LLP
                                 200 Park Avenue
                            New York, New York 10166
                                 (212) 878-8000
CALCULATION OF REGISTRATION FEE

=========================================== =================== ================== =========================== ====================
                                                               Proposed Maximum        Proposed Maximum                            
                                               Amount to be      Offering Price        Aggregate Offering            Amount of
   Title of Securities to be Registered       Registered(1)       Per Share(2)               Price              Registration Fee(2)
=========================================== =================== ================== =========================== ====================

Series A Common Stock, par value $.01           5,000,000            $24.75             $123,750,000.00             $34,405.00
=========================================== =================== ================== =========================== ====================
(1)    Pursuant  to Rule 416(a)  under the  Securities  Act of 1933,  as
               amended  (the  "Securities  Act"),  the  number of  shares  being
               registered  shall be adjusted to include  any  additional  shares
               which may  become  issuable  as a result of stock  splits,  stock
               dividends,  or similar transactions in accordance with provisions
               of the plan.
        (2)    Estimated,  pursuant to Rule 457(h),  on the basis of the average
               of the high and the low prices of the  Company's  Series A Common
               Stock reported on the New York Stock Exchange on April 1, 1999.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        The information  specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act and the introductory Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        We  incorporate  by  reference  into  this  Registration  Statement  the
following  documents filed with the Securities and Exchange Commission under the
File Number 1-14776:

        1. Our Annual Report on Form 10-K for the year ended December 31, 1998;

        2. Our Current Report on Form 8-K filed December 16, 1998, as amended by
the Form 8-K/A  filed on January  26,  1999 and the Form 8-K/A filed on February
10, 1999; our Current Report on Form 8-K filed January 20, 1999; and our Current
Report on Form 8-K filed on March 26, 1999;

        3.  The  description  of our  Series  A Common  Stock  contained  in the
Company's Registration Statement on Form 8-A/A filed on July 14, 1998; and

        4.  All other reports filed pursuant to Section 13(a), 13(c), 14 or 
15(d) of the Exchange Act since December 31, 1998.

        When we file documents in accordance  with Section 13(a),  13(c), 14 and
15(d) of the Exchange Act between the date of this  Registration  Statement  and
the time we file a post-effective amendment to the Registration Statement saying
all the  securities  which are the subject of that  Registration  Statement have
been  sold or  deregistering  any  securities  which  have  not been  sold,  the
documents we file will be incorporated into this Registration Statement and will
be a part of it beginning on the date the documents are filed.  If any documents
which we file  changes  anything  said in this  Registration  Statement or in an
earlier document which is incorporated  into this  Registration  Statement,  the
later  document  will  modify  or  supersede  what is said in this  Registration
Statement or the earlier document.

        You may request a copy of these filings at no cost,  other than exhibits
to those documents  which are not  specifically  incorporated  by reference,  by
writing or telephoning us at the following address:

                            Dean H. Blythe, Secretary
                         Hearst-Argyle Television, Inc.
                               888 Seventh Avenue
                            New York, New York 10106
                                 (212) 649-2000
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable

                                        2
Item 6.  Indemnification of Directors and Officers

                  Subsection  (a)  of  Section  145  of  the  Delaware   General
Corporation Law (the "DGCL") empowers a corporation to indemnify any director or
officer,  or former director or officer,  who was or is a party or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the  corporation),  against expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred in connection with such action, suit or proceeding provided
that such  director  or officer  acted in good faith and in a manner  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  provided that such director
or officer had no reasonable cause to believe his or her conduct was unlawful.

                  Subsection   (b)  of  Section  145  of  the  DGCL  empowers  a
corporation to indemnify any director or officer, or former director or officer,
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action or suit by or in the right of the  corporation  to
procure a judgment in its favor by reason of the fact that such person  acted in
any of the capacities set forth above,  against expenses  (including  attorney's
fees)  actually  and  reasonably  incurred  in  connection  with the  defense or
settlement  of such action or suit  provided that such director or officer acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such director or officer shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that despite the adjudication of liability such director or officer is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

                  Section 145 of the DGCL further  provides that to the extent a
present or former  director or officer of a corporation  has been  successful in
the defense of any action, suit or proceeding referred to in subsections (a) and
(b) or in the defense of any claim, issue or matter therein,  he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection  therewith;  that indemnification  provided
for in Section 145 shall not be deemed  exclusive  of any other  rights to which
the indemnified party may be entitled; and that the corporation shall have power
to purchase  and  maintain  insurance  on behalf of a director or officer of the
corporation against any liability asserted against him or her or incurred by him
or her in any such  capacity or arising out of his or her status as such whether
or not the corporation would have the power to indemnify him or her against such
liabilities under Section 145.

                  Article  Seven  of  the  Hearst-Argyle  Amended  and  Restated
Certificate of Incorporation  provides that Hearst-Argyle shall indemnify to the
fullest extent  permitted by the DGCL any and all of its directors and officers,
or  former  directors  and  officers,  or any  person  who may  have  served  at
Hearst-Argyle's  request  as a  director  or  officer  of  another  corporation,
partnership,  limited liability company, joint venture, trust or other entity or
enterprise.

                  Article  Eight  of  the  Hearst-Argyle  Amended  and  Restated
Certificate of  Incorporation  provides that, to the fullest extent permitted by
the DGCL, a director or former director of Hearst-Argyle shall not be personally
liable to  Hearst-Argyle  or its stockholders for monetary damages for breach of
fiduciary duty as a director.

                  Hearst-Argyle   maintains  liability  insurance  insuring  its
officers  and  directors  against  liabilities  that  they  may  incur  in  such
capacities,  including  liabilities  arising under the Federal  securities  laws
other than  liabilities  arising out of the filing of a  registration  statement
with the Securities and Exchange Commission.

                                        3
Item 7.  Exemption from Registration Claimed

        Not applicable.

Item 8.  Exhibits

         4.1     --   Amended and Restated  Certificate of  Incorporation  of
                      the Company  (incorporated  by  reference to Appendix C of
                      the Company's Registration Statement on Form S-4 (File No.
                      333-32487))
         4.2     --   Amended and  Restated  Bylaws of the Company  
                      (incorporated  by  reference  to  Exhibit 3.2  of the  
                      Company's Registration Statement on Form S-4 (File 
                      No. 333-72207))
         4.3     --   Specimen of stock  certificate for the Company's Series
                      A Common Stock, $.01 par value per share  (incorporated by
                      reference to Exhibit 4.3 of the Company's Form 8-A/A dated
                      September 5, 1997)
         5.1     --   Opinion of Rogers & Wells LLP
         23.1    --   Consent of Rogers & Wells LLP (set forth in Exhibit 5.1)
         23.2         Consent of PricewaterhouseCoopers, LLP
         23.3    --   Consent of Deloitte & Touche LLP
         23.4    --   Consent of Deloitte & Touche LLP
         24.1    --   Power of Attorney (set forth on first signature page 
                      hereof)
         99.1    --   Hearst-Argyle Television, Inc. 1998 Employee Stock 
                      Purchase Plan

        Item 9.  Undertakings

        (a)       The undersigned registrant hereby undertakes:

        (1) To file,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                   (i)     To include any  prospectus  required by Section  
        10(a)(3) of the  Securities Act of 1933, as amended (the"Act");

                   (ii) To reflect in the prospectus any facts or events arising
        after the  effective  date of this  Registration  Statement (or the most
        recent post-effective  amendment thereof) which,  individually or in the
        aggregate,  represent a fundamental  change in the information set forth
        in  the  Registration  Statement.  Notwithstanding  the  foregoing,  any
        increase  or  decrease  in volume of  securities  offered  (if the total
        dollar  value of  securities  offered  would not  exceed  that which was
        registered)  and any deviation from the low or high end of the estimated
        maximum  offering range may be reflected in the form of prospectus filed
        with the Commission  pursuant to Rule 424(b) if, in the  aggregate,  the
        changes in volume and price  represent  no more than a 20% change in the
        maximum  aggregate  offering  price  set  forth in the  "Calculation  of
        Registration Fee" table in the effective Registration Statement;

                   (iii) To include any material information with respect to the
        plan  of  distribution  not  previously  disclosed  in the  Registration
        Statement or any material change to such information in the Registration
        Statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information  contained in periodic  reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934,
as amended (the  "Exchange  Act"),  that are  incorporated  by reference in this
Registration Statement.

                                        4
(2) That,  for the purpose of determining  any liability  under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        (3) To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        (b) The undersigned  registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each filing of the employee  benefit  plan's  annual  report
pursuant to section 15(d) or the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        (c) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors,  officers and  controlling  persons of the registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        5
SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York, on the 5th day of
April, 1999.

                                    HEARST-ARGYLE TELEVISION, INC.

                                    By:/s/ Bob Marbut                          
                                       -------------------------
                                       Bob Marbut
                                       Chairman of the Board and
                                       Co-Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW  ALL MEN AND  WOMEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below hereby  constitutes  and appoints Bob Marbut,  Harry T.
Hawks and Dean H. Blythe,  and each of them, such  individual's  true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for such individual and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  on Form S-8 and any  registration
statement for the same offering that is to be effective upon filing  pursuant to
Rule  462(b)  under the  Securities  Act of 1933,  as  amended,  and any and all
applications  and other documents in connection  therewith,  with the Securities
and Exchange  Commission and any state or other securities  authority,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises as fully and to all intents and purposes as
he or she might or could do in person,  hereby ratifying and confirming all that
said  attorneys-in-fact  and  agents,  or any of them,  or their  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                                  Title                            Date
/s/ Bob Marbut                       Chairman of the Board and
-----------------------              Co-Chief Executive Officer                    April 5, 1999
    Bob Marbut                       (Principal Executive Officer)

                                     President and Co-Chief
/s/ John G. Conomikes                Executive Officer
-----------------------              (Principal Executive Officer)                 April 5, 1999
    John G. Conomikes
                                  
                                     Executive Vice President,
/s/ David J. Barrett                 Chief Operating Officer and
-----------------------              Director                                      April 5, 1999
    David J. Barrett

                                     Chief Financial Officer,
/s/ Harry T. Hawks                   Senior Vice President and
-----------------------              Principal Financial Officer                   April 5, 1999
    Harry T. Hawks

/s/ Teresa Lopez                     Vice President and Controller
-----------------------              (Principal Accounting Officer)                April 5, 1999
    Teresa Lopez

/s/ Frank A. Bennack, Jr.
-----------------------              Director                                      April 5, 1999
    Frank A. Bennack, Jr.

/s/ Victor F. Ganzi
-----------------------              Director                                      April 5, 1999
    Victor F. Ganzi

/s/ George R. Hearst, Jr.
-----------------------              Director                                      April 5, 1999
    George R. Hearst, Jr.

/s/ William R. Hearst III
-----------------------              Director                                      April 5, 1999
    William R. Hearst III

/s/ Gilbert C. Maurer
-----------------------              Director                                      April 5, 1999
    Gilbert C. Maurer

/s/ David Pulver
-----------------------              Director                                      April 5, 1999
    David Pulver

/s/ Virginia H. Randt
-----------------------              Director                                      April 5, 1999
    Virginia H. Randt

/s/ Caroline L. Williams
-----------------------              Director                                      April 5, 1999
    Caroline  L. Williams
EXHIBIT INDEX

      Exhibit No.                  Description

         4.1     --   Amended and Restated  Certificate of  Incorporation  of
                      the Company  (incorporated  by  reference to Appendix C of
                      the Company's Registration Statement on Form S-4 (File No.
                      333-32487))
         4.2     --   Amended and  Restated  Bylaws of the Company  
                      (incorporated by reference to Exhibit 3.2 of the Company's
                      Registration Statement on Form S-4 (File No. 333-72207))
         4.3     --   Specimen of stock  certificate for the Company's Series
                      A Common Stock, $.01 par value per share  (incorporated by
                      reference to Exhibit 4.3 of the Company's Form 8-A/A dated
                      September 5, 1997)
         5.1     --   Opinion of Rogers & Wells LLP
         23.1    --   Consent of Rogers & Wells LLP (set forth in Exhibit 5.1)
         23.2         Consent of PricewaterhouseCoopers, LLP
         23.3    --   Consent of Deloitte & Touche LLP
         23.4    --   Consent of Deloitte & Touche LLP
         24.1    --   Power of Attorney (set forth on first signature page 
                      hereof)
         99.1    --   Hearst-Argyle Television, Inc. 1998 Employee Stock 
                      Purchase Plan