UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

PART I

FORWARD-LOOKING STATEMENTS

This report includes or incorporates forward-looking statements.  We have based these forward-looking statements on our current expectations and projections about future events.  These forward-looking statements are subject to risks, uncertainties and assumptions about us, including among other things:things, the following risks:

General risks

•                  the impact of changes in national and regional economies,economies;

•                  volatilityterrorism acts of programming costs,

•      marketplace acceptance of our direct mail initiative,violence or war and other geopolitical events;

•                  the effectivenessactivities of new sales people,competitors;

Industry risks

•                  the business conditions of our advertisers;

•                  competition with other broadcast television stations, radio stations, satellite providers, cable channels and cable system operators and telecommunications providers serving in the same markets;

•                  pricing and demand fluctuations in local and national advertising,advertising;

•                  the popularityavailability of our programming and our News Central strategy,

•      successful integrationvolatility of outsourcing agreements,

•      our ability to attract and maintain our local and national advertising,

•      our ability to service our outstanding debt,

•      changes in the makeup of the population in the areas where our stations are located,

•      the activities of our competitors,programming costs;

•                  the effects of governmental regulation of broadcasting or changes in those regulations and court actions interpreting those regulations, including ownership, indecency and regulations regarding the transition from analog to digital over the air broadcasting;

Risks specific to Sinclair Broadcast Group

•                  the effectiveness of our management;

•                  our ability to attract and maintain local and national advertising;

•                  our ability to service our outstanding debt;

•                  the popularity of syndicated programming we purchase and network programming that we air;

•                  the strength of ratings for our news broadcasts;

•                  our ability to maintain our affiliation agreements with the relevant networks.networks;

•                  changes in the makeup of the population in the areas where our stations are located;

•                  successful integration of outsourcing agreements; and

•                  FCC license renewals.

Other matters set forth in this report, including the risk factors set forth in Item 7 of this report and/or in the documents incorporated by reference, may also cause actual results in the future to differ materially from those described in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.

ITEM 1.     BUSINESS

We are a diversified television broadcasting company that owns provides programming and operating services pursuant to local marketing agreements (LMAs) or provides certain programming, operating or sales services pursuant to outsourcing agreements to more television stations than all but oneany other commercial broadcasting group in the United States.  We currently own, provide programming and operating services pursuant to LMAslocal marketing agreements (LMAs) or provide (or are provided) sales services pursuant to outsourcing agreements to 62 television stations in 39 markets and for purposesmarkets.  For the purpose of this report, these 62 stations are referred to as “our” stations (or are similarly designated).stations.  We currently have duopolies,11 duopoly markets where we own and operate two stations in ten markets;within the same market.  We have eight LMA markets where, with one exception, we own and operate aone station in the market and provide programming and operating services to a second station in nine markets; own a station or stations and provide or are provided sales, operational and managerial services to(by) another station within that market.  In the remaining sixteen markets, we own and operate a single television station.

On November 12, 2004, we announced the sale of KSMO-TV, our WB affiliate in four markets.Kansas City, Missouri, to Meredith Corporation for $33.5 million, of which we have closed on $26.8 million for the non-license assets.  Until the Federal Communications Commission (FCC) approves the transfer of the FCC license, we will continue our involvement in certain operations of this station through an outsourcing agreement with Meredith.  On December 2, 2004, we announced the sale of KOVR-TV, our CBS affiliate in Sacramento, California, to CBS Broadcasting, Inc. for $285.0 million.  Closing will occur when the FCC approves this transaction.  We expect both transactions to close in 2005 and we have reclassified the operations of these stations as discontinued operations and

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TELEVISION BROADCASTING

Markets and Stations

We own and operate, provide programming services to, provide sales services to or have agreed to acquire the following television stations:

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a)              Rankings are based on the relative size of a station’s designated market area (DMA) among the 210 generally recognized DMAs in the United States as estimated by Nielsen as of November 2003.2004.

b)             “O & O” refers to stations that we own and operate. “LMA” refers to stations to which we provide programming services pursuant to a local marketing agreement. “OSA” refers to stations to which we provide sales services pursuant to an outsourcing agreement.

c)              Represents the estimated number of television stations designated by Nielsen as “local” to the DMA, excluding public television stations and stations that do not meet the minimum Nielsen reporting standards (weekly cumulative audience of at least 0.1%) for the Monday-Sunday, 7:00 a.m. to 1:00 a.m. time period as of November 2003.2004.

d)             The rank of each station in its market is based upon the November 20032004 Nielsen estimates of the percentage of persons tuned to each station in the market from 7:00 a.m. to 1:00 a.m., Monday-Sunday.

e)              All stationsWe timely filed applications for renewal of these licenses with the FCC.  These applications are currently broadcast an analog signal. In addition, many stations broadcast a digital signal. “D” refers to stations that currently broadcast a digital signal. “P” refers to stations which have not commenced digital operations because they are awaiting grant of construction permits from the FCC or are awaiting delivery of equipment or are awaiting approval from the FCC to operate at low power.pending.

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f)                On December 2, 2004, we filed an application to assign KOVR-TV to CBS Broadcasting, Inc.  That application is currently pending with the FCC.

g)             We timely filed an application for renewal of this license with the FCC.  On September 1, 2004, Richard D’Amato filed a petition to deny the license renewal application.  We opposed the petition to deny and that application is currently pending.

h)             The license assets for these stations are currently owned by Cunningham Broadcasting Corporation, (“Cunningham”) a related party or one of its subsidiaries. In December 2001, the FCC denied our application to acquire the licenseSee Federal Regulations of WBSC-TV. We filed a petitionTelevision Broadcasting for reconsideration of that decision and recently amended our application to acquire the license in light of the FCC’s new multiple ownership rules adopted in June 2003.  However, the new rules have been stayed by the U.S. Court of Appeals for the Third Circuit, pending its review of the rules.  We alsomore information.

i)                 Cunningham timely filed applications in November 2003 to acquirefor renewal of these stations with the license assets of the remaining five Cunningham stations.FCC.  These applications are pendingcurrently pending.

j)                 We timely filed applications for the license renewal of WXLV, WUPN, WLFL, WRDC, WLOS and may also be impacted byWMMP with the existenceFCC.  Cunningham timely filed applications for the license renewal of WBSC and WTAT with the stay of the FCC’s new multiple ownership rules.  The Rainbow/PUSH Coalition hasFCC.  On November 1, 2004, an organization calling itself “Free Press” filed a petition to deny the license renewal applications of these five applications and to revoke all of Sinclair’s licenses.stations.  We believeopposed the petition is without meritto deny and as with past petitions filed by Rainbow/PUSH, will not result in the revocation of any of Sinclair’s licenses.applications are currently pending.

g)k)              Sinclair hasWe have entered into an outsourcing agreement with the unrelated third party owner of WNAB-TV to provide certain non-programming related sales, operational and administrative services to WNAB-TV.

h)l)                 Although this agreement has expired, we have extended it through May 24, 2005 under the same terms and conditions.

m)           We have entered into an outsourcing agreement with Meredith Corporation, under which the Meredith Corporation provides non-programming related sales, operational and managerial services to KSMO-TV.  We own the FCC license and its related assets including programming.  On January 7, 2005, we filed an application to assign the FCC license for KSMO-TV to Meredith Corporation.  That application is currently pending with the FCC.

n)             Although these affiliation agreements have expired, we continue to operate these stations under the same terms and conditions of the expired agreements.

o)             WDBB-TV simulcasts the programming broadcast on WTTO-TV pursuant to a programming services agreement.agreement and the station rank applies to the combined viewership of these stations.

i)p)             The unrelated third party licensees of these stations timely filed applications for renewal of these licenses.  These applications are currently pending.

q)             “IND” or “Independent” refers to a station that is not affiliated with any of ABC, CBS, NBC, Fox,FOX, WB or UPN.

j)r)                In November 2003, followingOn February 25, 2004, NBC informed us that they intend to terminate our exercise of an option to acquire the intangible assets of WFGX-TV, we filed an assignment applicationaffiliation with the FCC to obtain its consent for the transfer of the WFGX-TV broadcast license from an unrelated third party to us.  The assignment application is currently pending.WICS-TV and WICD-TV effective September 2005.

k)s)              WICD-TV, a satellite of WICS-TV, under FCC rules, simulcasts all of the programming aired on WICS-TV except the news broadcasts and the station rank applies to the combined viewership of these stations.

l)t)                Sinclair hasWe have entered into a five-year outsourcing agreement with an unrelated third party under which the unrelated third party provides certain non-programming related sales, operational and managerial services to KGAN-TV.  Sinclair continuesWe continue to own all of the assets of KGAN-TV and to program and control the station’s operations.

m)u)             Sinclair hasWe have entered into an outsourcing agreement with the unrelated third party owner of WTXL-TV to provide certain non-programming related sales, operational and managerial services for WTXL-TV.

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n)v)             Sinclair hasWe have entered into an outsourcing agreement with an unrelated third party, under which the unrelated third party provides certain non-programming related sales, operational and managerial services to WYZZ-TV.  Sinclair continuesWe continue to own all of the assets of WYZZ-TV and to program and control the station’s operations.

Operating Strategy

Our operating strategy includes the following elements:

Programming to Attract Viewership.  We seek to target our programming offerings to attract viewership, to meet the needs of the communities in which we serve and to meet the needs of our advertising customers.  In pursuit of this strategy, we seek to obtain, at attractive prices, popular syndicated programming that is complementary to each station’s network programming. We also seek to broadcast live local and national sporting events that would appeal to a large segment of the local community.  Moreover, we produce and/or broadcast local news at 38 of our television stations in 3132 separate markets.markets, 16 of those stations in 14 markets are provided with our News Central format and six stations have a local news sharing arrangement with a competitive station in that market.  The remaining 16 stations in the remaining 12 markets have news operations that are mostly independent from our News Central format.  In October 2002, we launched our News Central strategy, which is a project that allows us to add, in a cost-effective manner, local news programming at many of our stations by using a central support operation providing national and regional news coverage in coordination with local news operations at the station level.location.

Developing Local Franchises.  We believe that the greatest opportunity for a sustainable and growing customer base lies within our local communities. WeTherefore, we have therefore focused on developing a strong local sales force at each of our television stations.  ForExcluding political advertising revenue, 61.6% of our time sales were local for the year ended December 31, 2003, 60.3% of our time sales, excluding political advertising revenue, were local compared to 58.9% for the prior year.2004, up from 61.2% in 2003.  Our goal is to continue to grow our local revenues by increasing our market share of local revenues.and by developing new business opportunities.

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Development of Direct Mailnew business.  In general, the market for local direct mail advertising category is approximately three to four times larger than the local television advertising category.market.  We believe that we can convert direct mail advertisers to become our customers by offering greater value and return for their advertising investment.  We can provide both the exposure and branding intrinsic with television advertising while at the same time, including them in a direct mail piece that is sophisticated and compelling to the consumer.  While there is significant complexity in developing this business, we believe that over time this effort, if successful, would provide our stations and account executives with a decisive competitive advantage over our competitors.  The initiative has resulted in generating new business on our television platform using our existing sales force as well as newly hired sales staff.

Control of Operating and Programming Costs.  By employing a disciplined approach to managing programming acquisition and other costs, we have been able to achieve operating margins that we believe are very competitive within the television broadcast industry. We believe our national reach of approximately 24% of the country provides us with a strong position to negotiate with programming providers and, as a result, the opportunity to purchase high quality programming at more favorable prices. Moreover, we emphasize control of each of our stations’station’s programming and operating costs through program-specific profit analysis, detailed budgeting, tight control over staffing levelsregionalization of staff and detailed long-term planning models.

Utilization of Local Marketing Agreements and Duopolies.  We have sought to increase our revenues and improve our margins by providing programming services pursuant to an LMA to a second station in selected DMAseight designated market areas (DMAs) where we already own one station or by owning two stations instation.  We refer to these two-station arrangements as a single DMA. We believe that we can improve growth in operating cash flow through the utilization of such duopolies. Duopoliesduopoly.  They allow us to realize significant economies of scale in marketing, programming, overhead and capital expenditures. We also believe that these arrangements assist stations whose stand-alone operations may have been marginally profitable to continue to air popular programming and contribute to the diversity of programming in their respective DMAs. Although under the new FCC ownership rules released in June 2003, we would be allowed to continue to program most of the stations with which we have an LMA, in the absence of a waiver, the new rules would require us to terminate or modify three of our LMAs in markets where both the stations we own and the station with which we have an LMA are ranked among the top four stations in their particular DMA.  The FCC’s new ownership rules include specific provisions permitting waivers of this “top four restriction.”  Although there can be no assurances, we have studied the application of the new rules to our markets and believe we are qualified for waivers.  As discussed in Risk Factors - - Changes in Rules on Television Ownership, because the effectiveness of the new rules has been stayed and the FCC concluded the old rules could not be justified as necessary to the public interest, we believe an issue exists regarding whether the FCC has any current legal right to enforce any rules prohibiting the acquisition of television stations.  See Risk Factors—Factors—The FCC’s multiple ownership rules limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs. Changes in these rules may threaten our existing strategic approach to certain television markets.

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Use of Outsourcing Agreements.  In addition to our LMAs and duopolies, we have entered into four (and may seek opportunities for additional) outsourcing agreements in which our stations provide or are provided various non-programming related services such as sales, operational and managerial services to or by other stations. Pursuant to these agreements, our stations currently provide services to other stations in Tallahassee, Florida and Nashville, Tennessee and other parties provide services to our stations in Peoria/Bloomington, Illinois and in Cedar Rapids, Iowa. We believe this structure allows stations to achieve operational efficiencies and economies of scale, which should otherwise improve broadcast cash flow and competitive positions. While television joint sales agreements (JSAs) are not currently attributable, on August 2, 2004, the FCC has announced that it intends to issuereleased a Noticenotice of Proposed Rulemaking to seekproposed rulemaking seeking comments on whether or not to makeits tentative conclusion that television JSAsjoint sales agreements should be attributable.  We may continuecannot predict the outcome of this proceeding, nor can we predict how any changes, together with possible changes to seek additional opportunities for entering intothe ownership rules, would apply to our existing outsourcing agreements in the future.agreements.

Strategic Realignment of Station Portfolio  We continue to examine our television station group portfolio due toin light of the FCC’s recentlybroadcast ownership rules adopted broadcasting ownership rulesby the FCC in 2003 which, among other things:

•                  increase the number of stations a group may own nationally by increasing the audience reach cap from 35% to 45%;(See, (See, however, discussion under National Ownership Rule regarding recent congressional action changing the cap to 39%);

•                  increase the number of stations an entity can own or control in many local markets, subject to restrictions including the number of stations an entity can own or control which are ranked among the top four in their DMA;

•                  repeal the newspaper-broadcast limits and replace them with general cross media limits which would permit owners of daily newspapers to own one or more television stations in the same market as the newspaper’s city of publication in many markets; and

•                  repeal the radio-television broadcast ownership limits and replace them with new general cross media limits.

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The new rules have yet to take effect as a result of numerous legal challenges, including one filed by us.  If these rules become law, broadcast television owners would be permitted to own more television stations, both locally and nationally, potentially affecting our competitive position.  Our objective is to build our local franchises in the markets we deem strategic.  We routinely review and conduct investigations of potential television station acquisitions, dispositions and station swaps. At any given time, we may be in discussions with one or more station owners. On July 24, 2002, we completed the sale of the television station WTTV-TV in Bloomington, Indiana and its satellite station, WTTK-TV in Kokomo, Indiana to a third party. We previously entered into an agreement with a third party to purchase certain non-license television broadcast assets of WNAB-TV in Nashville, Tennessee under which we made a non-refundable deposit against the purchase price of the put or call option on such non-license assets in return for a reduction in the monthly fees we pay pursuant to our outsourcing agreement with the third party owner of WNAB-TV. We also provide a financial incentive in the form of broadcast cash flow sharing with the third party owner. In November 2003, following our exercise of an option to acquire the intangible assets of WFGX-TV, we filed an assignment application with the FCC to obtain its consent for the transferassignment of the WFGX-TV broadcast license from aan unrelated third party to us.  The assignmentsale was completed in March 2004.  On December 2, 2004, we filed an application to assign television station KOVR-TV to an unrelated third party.  That application is currently pending.pending with the FCC.  On January 7, 2005, we filed an application to assign television station KSMO-TV to an unrelated third party.  That application is currently pending with the FCC.

On November 15, 1999, we entered into five separate plans and agreements of merger, pursuant to which we would acquire through merger with subsidiaries of Cunningham Broadcasting Corporation (Cunningham), a related party, television broadcast stations WABM-TV, Birmingham, Alabama, KRRT-TV, San Antonio, Texas, WVTV-TV, Milwaukee, Wisconsin, WRDC-TV, Raleigh,Raleigh-Durham, North Carolina and WBSC-TV (formerly WFBC-TV), Anderson, South Carolina.  In December 2001, we received FCC approval on all the transactions except WBSC-TV.  Accordingly, on February 1, 2002, we closed on the purchase of the FCC license and related assets of WABM-TV, KRRT-TV, WVTV-TV, and WRDC-TV.  We have filed a petition for reconsideration with the FCC to reconsider its denial of the acquisition of WBSC-TV and recently amended our application to acquire the license in light of the FCC’s new multiple ownership rules adopted in June 2003.  However, the new rules have been stayed by the U.S. Court of Appeals for the Third Circuit pending itsand remanded to the FCC.  Several parties have filed with the Supreme Court of the United States petitions for writ of certiorari seeking review of the rules.Third Circuit decision. A petition for a writ of certiorari is a legal term that means a document filed with the U. S. Supreme Court asking the Court to review the decision of a lower court.  It includes, among other things, an argument as to why the Supreme Court should hear the appeal.  On March 3, 2005, we filed a conditional cross-petition with the Supreme Court asking the Court to consider our arguments together with the arguments contained in the petitions filed by the other parties.  We also filed applications in November 2003 to acquire the license assets of the remaining five Cunningham stations, WRGT-TV, Dayton, Ohio,Ohio; WTAT-TV, Charleston, South Carolina,Carolina; WVAH-TV, Charleston, West Virginia,Virginia; WNUV-TV, Baltimore, Maryland,Maryland; and WTTE-TV, Columbus, Ohio.  TheseThe FCC dismissed our applications are pending and may also be impacted by the existencein light of the stay of the new ownership rules and we filed an application for review of the dismissal.  The applications are still pending and may be impacted by the remand of the FCC’s new multiple ownership rules.  We also filed a petition with the U. S. Court of Appeals for the D. C. Circuit requesting that the Court direct the FCC to take final action on our applications.

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Certain of our stations have entered into what have commonly been referred to as local marketing agreements or LMAs.  One typical type of LMA is a programming agreement between two separately owned television stations serving the same market, whereby the licensee of one station programs substantial portions of the broadcast day and sells advertising time during such program segments on the other licensee’s station subject to the ultimate editorial and other controls being exercised by the latter licensee.  We believe these arrangements allow us to reduce our operating expenses and enhance profitability.  Although under the new FCC ownership rules adopted in 2003 we would be allowed to continue to program most of the stations with which we have an LMA, in the absence of a waiver, the new rules would require us to terminate or modify three of our LMAs in markets where both the stationsstation we own and the station with which we have an LMA are ranked among the top four stations in their particular DMA.  The FCC’s new ownership rules include specific provisions permitting waivers of this “top four restriction.”  Although there can be no assurances, we have studied the application of the new rules to our markets and believe we are qualified for waivers.  As discussed in Risk Factors - - The FCC’s multiple ownership rules limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs.  Changes in these rules may threaten our existing strategic approach to certain television marketsbecause.  Because the effectiveness of the new rules has been stayed and the FCC concluded the old rules could not be justified as necessary to the public interest, we believe an issue exists regarding whether the FCC has any current legal right to enforce any rules prohibiting the acquisition of television stations.  The Third Circuit Court of Appeals has stayed the application of the new rules as a result of numerous legal challenges, including one filed by us.  Oral argument regardingwe filed.  In July 2004, the legality of the new rules was held on February 11, 2004 andcourt issued a decision is currently pending.  Duringholding, among other things, that the pendency ofnumerical limits established by the review,FCC’s new local television ownership rule were patently unreasonable and not consistent with the Third Circuit has orderedrecord evidence.  The court remanded the numerical limits for the FCC to justify or modify and left the stay in effect pending the FCC’s action on remand, requiring the FCC to continue to apply the existing ownership rules.  Several parties have filed with the Supreme Court of the United States petitions for writ of certiorari seeking review of the Third Circuit decision and on March 3, 2005, we filed a conditional cross-petition for a writ of certiorari related to the Third Circuit decision.

On November 15, 1999, we entered into five separate plans and agreements of merger, pursuant to which we would acquire through merger with subsidiaries of Cunningham, a related party, television broadcast stations WABM-TV, Birmingham, Alabama, KRRT-TV, San Antonio, Texas, WVTV-TV, Milwaukee, Wisconsin, WRDC-TV, Raleigh,Raleigh/Durham, North Carolina and WBSC-TV (formerly WFBC-TV), Anderson, South Carolina.  The consideration for these mergers was the issuance to Cunningham, of shares

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of our Class A Common voting stock.Voting Stock.  In December 2001, we received FCC approval on all the transactions except WBSC-TV.  Accordingly, on February 1, 2002, we closed on the purchase of the FCC license and related assets of WABM-TV, KRRT-TV, WVTV-TV, and WRDC-TV.  The total value of the shares issued in consideration for the approved mergers was $7.7 million.  We have filed a petition for reconsideration with the FCC to reconsider its denial of the acquisition of WBSC-TV and recently amended our application to acquire the license in light of the FCC’s new multiple ownership rules adopted in June 2003.  However, the new rules have been stayed byand are on remand to the U.S. Court of Appeals for the Third Circuit, pending its review of the rules.FCC.  We also filed applications in November 2003 to acquire the license assets of the remaining five Cunningham stations, WRGT-TV, Dayton, Ohio, WTAT-TV, Charleston, South Carolina, WVAH-TV, Charleston, West Virginia, WNUV-TV, Baltimore, Maryland, and WTTE-TV, Columbus, Ohio.  These applications are pending and may also be impacted by the existence of the stay of the FCC’s new multiple ownership rules.  The Rainbow/PUSH Coalition has again filed a petition against Sinclair to deny these five applications and to revoke all of our licenses.  The FCC dismissed our applications in light of the stay of the new ownership rules, and we filed an application for review of the dismissal, which may be impacted by the remand of the FCC’s new multiple ownership rules.  We also filed a petition with the U. S. Court of Appeals of the D. C. Circuit requesting that the Court direct the FCC to take action on our applications.  The FCC denied the Rainbow/PUSH petition, and Rainbow filed a petition for reconsideration of that denial.  Both the applications and the associated petition to deny are still pending.  We believe the Rainbow/PUSH petition is without merit and, as with past petitions filed by Rainbow/PUSH, will not result in the revocation of any of our licenses.

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In January 2002, the Rainbow/PUSH Coalition filed an appeal of the FCC’s decision to grant a number of Sinclair applications to transfer control of television broadcast licenses to subsidiaries of Sinclair Broadcast Group, Inc. with the US Court of Appeals for the DC Circuit.  The stations affected by the appeal were WNUV-TV, WTTE-TV, WRGT-TV, WTAT-TV, WVAH-TV, KOKH-TV, KRRT-TV, WVTV-TV, WRDC-TV, WABM-TV, WBSC-TV, WCWB-TV, WLOS-TV and KABB-TV.  On June 10, 2003, a panel of the US Court of Appeals for the DC Circuit dismissed the Rainbow/PUSH Coalition’s appeal, ruling that Rainbow/PUSH did not have standing to appeal the Commission’s earlier decision.  Rainbow/PUSH filed a motion for the panel of the DC Circuit to reconsider the dismissal, which was denied by the court on September 10, 2003 and may no longer be appealed.merit.

The Satellite Home Viewer Improvement Act (SHVIA) and the Satellite Home Viewer Extension and Reauthorization Act (SHVERA)

In 1988, Congress enacted the Satellite Home Viewer Act (SHVA), which enabled satellite carriers to provide broadcast programming to those satellite subscribers who were unable to obtain broadcast network programming over-the-air. SHVA did not permit satellite carriers to retransmit local broadcast television signals directly to their subscribers. The Satellite Home Viewer Improvement Act of 1999 (SHVIA) revised SHVA to reflect changes in the satellite and broadcasting industry. This legislation allowsallowed satellite carriers, until December 31, 2004, to provide local television signals by satellite within a station market, and effective January 1, 2002, required satellite carriers to carry all local signals in any market where it carriesthey carry any local signals. On or before July 1, 2001, SHVIA required all television stations to elect to exercise certain “must carry” or “retransmission consent” rights in connection with their carriage by satellite carriers.  We have entered into compensation agreements granting the two primary satellite carriers retransmission consent to carry all of our stations.  In December 2004, President Bush signed into law the Satellite Home Viewer Extension and Reauthorization Act (SHVERA).  SHVERA extended, until December 31, 2009, the rights of broadcasters and satellite carriers under SHVIA to retransmit local television signals by satellite.  SHVERA also authorized satellite delivery of distant network signals, significantly viewed signals and local low-power television station signals into local markets under defined circumstances.  With respect to digital signals, SHVERA established a process to allow satellite carriers to retransmit distant network signals and significantly viewed signals to subscribers under certain circumstances.  The FCC is required to conduct and complete a study within one year to assess the technical standards for determining when a subscriber may receive a distant digital network signal.  Pursuant to SHVERA, the FCC has also initiated a rulemaking proceeding to establish rules implementing the carriage of “significantly viewed” signals in a market.  The carriage of two network stations on the same satellite system could result in a decline of viewership, adversely affecting the revenues of our owned or programmed stations.

Must-Carry/Retransmission Consent

Pursuant to the Cable Act of 1992, television broadcasters are required to make triennial elections to exercise either certain “must-carry” or “retransmission consent” rights in connection with their carriage by cable systems in each broadcaster’s local market. By electing the must-carry rights, a broadcaster demands carriage on a specified channel on cable systems within its DMA, in general, as defined by the Nielsen DMA Market and Demographic Rank Report of the prior year. These must-carry rights are not absolute and their exercise is dependent on variables such as:

•                  the number of activated channels on a cable system,system;

•                  the location and size of a cable system,system; and

•                  the amount of programming on a broadcast station that duplicates the programming of another broadcast station carried by the cable system.

Therefore, under certain circumstances, a cable system may decline to carry a given station. Alternatively, if a broadcaster chooses to exercise retransmission consent rights, it can prohibit cable systems from carrying its signal or grant the appropriate cable system the authority to retransmit the broadcast signal for a fee or other consideration. In October 2002, we elected must-carry or retransmission consent with respect to each of our stations based on our evaluation of the respective markets and the position of our owned or programmed station(s) within the market. Our stations continue to be carried on all pertinent cable systems and we do not believe that

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are operating.  In September 2004, the FCC eliminated its requirement that a digital station simulcast a certain percentage of the programming transmitted on its associated analog station.

As of April 2003, allDecember 31, 2004, DTV stations were required to simulcast 50%meet a more stringent signal strength standard for the digital signal coverage of their communities of license.  Additionally, by July 2005, a DTV licensee affiliated with a top-four network (i.e., ABC, CBS, FOX, or NBC) that is located in one of the video programming of the analog channel on the DTV channel.  By April 2004, stationstop 100 markets must simulcast 75% of their programming. Failure to comply with FCC requirements may subjectmeet a station to sanctions.

At present, DTV stations are required only to provide coverage to their community of license.  By December 31, 2004, the signal strength of this coverage for commercial stations is required to meet more stringent FCC-specified parameters.  By the end of 2006, unless the FCC extends the end of the digital transition, a DTV station must replicate its analog service areahigher replication standard or lose interference protection for itsthose areas not covered by the digital signal.  For all other commercial DTV service area.licensees as well as noncommerical DTV licensees, that deadline is July 2006.  There are no guarantees that our stations will be able to meet these requirements.  Loss of interference protection for any of our stations could reduce the number of viewers of that station and could adversely impact revenues for that station.

Of the television stations that we own and operate, as of December 31, 2003, six2004, thirteen are operating at their full digital television power.  One DTV station, which is licensed at full power, fortyis operating pursuant to special temporary authority at reduced power because of an equipment problem.  Thirty-five stations are operating their DTV facilities at low power as permitted by the FCC pursuant to special temporary authority.  FiveThree stations have applications for digital construction permits pending before the FCC, and one station, which isbut two of these stations are operating their DTV facilities at low power, pursuant to special temporary authority.  One station, which we acquired in March 2004, has filed an outstandingapplication to extend its DTV construction permit for full power operation.permit.  All of the Cunningham stations with which we have LMAs are operating their DTV facilities at low power pursuant to special temporary authority.  The tower of one of those stations fell in an ice storm, and its digital signal is off the air pending construction of a new tower.  Of the other LMA stations, WTTA-TV and WDBB-TV are operating at low power pursuant to special temporary authority, WDKA-TV has been granted a modification of its special temporary authority to operate at low power, WFGX-TV has received an extension of time

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to construct its digital facility pending the filing of an application to substitute another DTV channel, and WNYS-TV has a digital application pending.

On February 19, 2003, the tower for Cunningham station WVAH-TV, Charleston, West Virginia was irreparably damaged in a severe ice storm.storm on February 19, 2003.  Because the digital equipment was also destroyed in the disaster, the FCC permits this station to broadcast an analog signal only from theirits temporary placement on the WCHS-TV tower.  AConstruction of a new tower and building will be constructed at the WCHSWCHS-TV site whichhas been completed, and the facilities will support the operations of both WCHS-TV and WVAH-TV.  Construction of the new facility has begun andOnce FCC authorization is scheduled to be completed in July 2004.  Once the new tower is complete,received, WVAH-TV will resume broadcasting a full service digital and analog signal.

Three of the other LMA stations, WTTA-TV, WDBB-TV, and WDKA-TV are operating at low power pursuant to special temporary authority. WNYS-TV was granted a construction permit for a digital facility on November 10, 2004, which does not expire until November 10, 2005.

In April 2003, the FCC adopted a policy of graduated sanctions to be imposed upon licensees who do not meet the FCC’s DTV build-out schedule. Under the policy, the stations could face monetary fines and possible loss of any digital construction permits for non-compliance with the build-out schedule.

After completion of the transition period, the FCC will reclaim the non-digital channels. Subject to an extension period (discussed below), the FCC’s plan calls for the DTV transition period to end December 31, 2006, at which time the FCC expects that television broadcasters will cease non-digital broadcasting and return one of their two channels to the government, allowing that spectrum to be recovered for other uses. During the transition period, each existing analog television station will be permitted to operate a second station that will broadcast using the digital standard.

By statute, Congress has instructed the FCC to extend the 2006 deadline for reclamation of a television station’s analog channel if, in any given case:

•                  one or more television stations affiliated with ABC, CBS, NBC or FOX in a market is not broadcasting digitally and the FCC determines that each such station has “exercised due diligence” in attempting to convert to digital broadcasting and satisfies the conditions for an extension of the FCC’s applicable construction deadlines for DTV service in that market;

•                  digital-to-analog converter technology is not generally available in such market; or

•                  15% or more of the television households in such market do not subscribe to a multichannel video service (cable, wireless cable or direct-to-home broadcast satellite television) that carries at least one digital channel from each of the local stations in that market and cannot receive digital signals using either a television receiver capable of receiving digital signals or a receiver equipped with a digital-to-analog converter.

On January 27, 2003, the FCC initiated its second periodic review of its rules on the conversion to digital television, releasing a notice of proposed rulemaking. The notice invited comments on number of topics, including the difficulties broadcasters face in building their DTV stations and on the interpretation of the statutory language concerning the 2006 deadline.   The FCC concluded that review in September 2004 but stated that it would address the issue regarding the interpretation of the statutory language in a future order.

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Implementation of digital television has imposed substantial additional costs on television stations because of the need to replace equipment and because some stations will need to operate at higher utility costs. There can be no assurance that our television stations will be able to increase revenue to offset such costs. In addition, the FCC has proposed imposing new public interest requirements on television licensees in exchange for their receipt of DTV channels.

There is considerable uncertainty about the final form of the FCC digital regulations. Even so, we believe that these new developments may have the following effects on us:

Reclamation of analog channels.  Congress directed the FCC to begin auctioning analog channels 60-69 in 2001, even though the FCC is not to reclaim them until 2006. The channel 60-69 auction was scheduled to be held in January 2003, but has been delayed and no new auction date has been established. Congress further permitted broadcasters to bid on the non-digital channels in cities with populations over 400,000. If the channels are owned by our competitors, they may exert increased competitive pressure on our operations. In addition, the FCC reallocated the spectrum band, currently comprising television channels 52-59, to permit both wireless services and certain new broadcast operations. The FCC completed auctions for part of this spectrum in September 2002 and July 2003. With respect to the remaining spectrum, the FCC has not yet established an auction date. Analog broadcasters are required to cease operation on this spectrum by the end of 2006 unless the FCC extends the end of the digital transition. The FCC envisions that this band will be used for a variety of broadcast-type applications including two-way interactive services

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and services using Coded Orthogonal Frequency Division Multiplexing (COFDM) technology. We cannot predict how the development of this spectrum will affect our television operations.

Signal quality issues.Digital must carry  Our tests have indicated that the digital standard mandated by the FCC, 8-level vestigial sideband (8-VSB), is currently unable to provide for reliable reception of a DTV signal through a simple indoor antenna. Absent improvements in DTV receivers, or an FCC ruling allowing us to use an alternative standard, continued reliance on the 8-VSB digital standard may not allow us to provide the same reception coverage with our digital signals as we can with our current analog signals. Furthermore, the FCC generally has made available much higher power allocations to digital stations that will replace stations on existing VHF channels 2 through 13 than digital stations that will replace existing channels 14 through 69. The majority of our analog facilities operate between channels 14 through 69. This power disparity could put us at a disadvantage to our competitors that now operate on channels 2 through 13.

.  In August 2002,February 2005, the FCC adopted regulations requiring new television receivers to include over-the-air DTV tuners. In November 2002, we filed a petition for further reconsideration requestingan order stating that the FCC ensure that these over-the-air DTV tuners are capable of adequately receiving digital television signals. The FCC dismissed that petition in March 2003, but initiated a notice of inquiry proceeding requesting comments on issues similar to those we had raised in our petition for reconsideration.  If DTV tuners are not able to receive digital television signals adequately, we may be forced to rely on cable television or other alternative means of transmission to deliver our digital signals to all of the viewers wesystems are able to reach with our current analog signals.

Digital must carry.  While the FCC ruled that cable companies are required to carry the signals of digital-only television stations, the agency has tentatively concluded, subject to additional inquiry in a pending rulemaking proceeding, that cable companies should not be required to carry both thea station’s analog and digital signals of stations during the transition period when stations will be broadcastingdigital transition.  The same order also clarified that a cable system need only carry a broadcast station’s primary video stream and not any of the station’s other programming streams in both modes. If the FCC does not require this, cablethose situations where a station chooses to transmit multiple programming streams.

Cable customers in our broadcast markets may only be able to receive our digital signal over the air, which could negatively impact our stations.

Many of the viewers of our television stations receive the signals of the stations via cable television service.  Cable television systems generally transmit our signals pursuant to permission granted by us in retransmission consent agreements.  A material portion of these agreements have no definite term and may be terminated either by us or by the applicable cable television company on very short notice (typically 45 or 60 days). We are currently engaged in negotiations with respect to these agreements with several major cable television companies.companies and we recently reached an agreement with Comcast, the nation's largest cable operator.  There can be no assurance that the results of these negotiations will be advantageous to Sinclairus or that we or the cable companies might not determine to terminate some or all of these agreements.  A termination of our retransmission agreements would make it more difficult for our viewers to watch our programming and could result in lower ratings and a negative financial impact on us.  In addition, we generally have not provided the major cable television companies with the right to transmit our stations’ digital signals.  Although the lack of carriage of these signals does not at this time have a material impact on our current results of operations, this could change as the number of households in the United States with the capability of viewing digital and high definition television increases.  There can be no assurance that we will be able to negotiate mutually acceptable retransmission agreements in the future relating to the carriage of our digital signals.

Capital and operating costs.  We have incurred and will continue to incur costs to replace equipment in our stations in order to provide digital television. Some of our stations will also incur increased utilities costs as a result of converting to digital operations. We cannot be certain we will be able to increase revenues to offset these additional costs.

Restrictions on Broadcast Programming

Advertising of cigarettes and certain other tobacco products on broadcast stations has been banned for many years. Various states also restrict the advertising of alcoholic beverages and from time to time certain members of Congress have contemplated legislation to place restrictions on the advertisement of such alcoholic beverage products. FCC rules also restrict the amount and type of advertising which can appear in programming broadcast primarily for an audience of children twelve12 years old and younger.   In addition, the FTC recently announced a program intendedFederal Trade Commission issued guidelines in December 2003 to help media outlets voluntarily screen out weight loss product advertisements that are misleading.

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The Communications Act and FCC rules also place restrictions on the broadcasting of advertisements by legally qualified candidates for elective office.  These restrictions state that:

•                  stations must provide “reasonable access” for the purchase of time by legally qualified candidates for federal office;

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•                  stations must provide “equal opportunities” for the purchase of equivalent amounts of comparable broadcast time by opposing candidates for the same elective office; and

•                  during the 45 days preceding a primary or primary run-off election and during the 60 days preceding a general or special election, legally qualified candidates for elective office may be charged no more than the station’s “lowest unit charge” for the same class of advertisement, length of advertisement and daypart.

We cannot predict the effect of legislation on our station’s advertising revenues. During March 2002, legislation passed in Congress and was signed into law by the President that revised the laws regarding the requirements legally qualified candidates for office must meet in order to receive the lowest unit charge for the purchase of airtime on television stations.  The legislation also changed the rules regarding “soft money” advertising and advocacy advertising by labor unions and corporations. These laws were upheld by the Supreme Court in December 2003.

Programming and Operation

General.  The Communications Act requires broadcasters to serve the “public interest.” The FCC has relaxed or eliminated many of the more formalized procedures it had developed in the past to promote the broadcast of certain types of programming responsive to the needs of a station’s community of license.  FCC licensees continue to be required, however, to present programming that is responsive to the needs and interests of their communities and to maintain certain records demonstrating such responsiveness. Complaints from viewers concerning a station’s programming may be considered by the FCC when it evaluates renewal applications of a licensee, although such complaints may be filed at any time and generally may be considered by the FCC at any time. Stations also must pay regulatory and application fees and follow various rules promulgated under the Communications Act that regulate, among other things, political advertising, sponsorship identifications, obscene and indecent broadcasts and technical operations, including limits on radio frequency radiation.

Indecency.  It is a violation of federal law and FCC regulations to broadcast obscene or indecent programming.  FCC licensees are, in general, responsible for the contents of their broadcast programming, including that supplied by television networks.  Accordingly, there is a risk of being fined as a result of our broadcast of programming, including network programming.  TheCurrently the maximum forfeiture amount for the broadcast of indecent or obscene material is $27,500 for each violation.  CongressHowever, recently the House of Representatives approved legislation with a $500,000 cap for indecent or obscene material.  This legislation is currently considering a bill which wouldin the Senate and we cannot predict the outcome.  The FCC has intensified its scrutiny of allegedly indecent and obscene programming.  There has also been interest in Congress to raise thatthe maximum forfeiture amount to $275,000 for each violation or each day of a continuing violation, except that the amount assessed for any continuing violation shall not exceed a total of $3,000,000 for any single act or failure to act.such violations.

Equal Employment Opportunity.  On November 20, 2002, the FCC adopted new rules requiring licensees to create equal employment opportunity outreach programs and maintain records and make filings with the FCC evidencing such efforts. The FCC simultaneously released a notice of proposed rulemaking seeking comments on whether and how to apply the new rules and policies to part-time positions, defined as less than 30 hours per week.

Children’s Television Programming.  Television stations are required to broadcast a minimum of three hours per week of “core” children’s educational programming, which the FCC defines as programming that:

•                  has the significant purpose of serving the educational and informational needs of children 16 years of age and under;

•                  is regularly scheduled weekly and at least 30 minutes in duration; and

•                  is aired between the hours of 7:00 a.m. and 10:00 p.m. local time.

Furthermore, “core” children’s educational programs, in order to qualify as such, are required to be identified as educational and informational programs over the air at the time they are broadcast and are required to be identified in the children’s programming reports, which are required to be placed quarterly in stations’ public inspection files and filed quarterly with the FCC.

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Additionally, television stations are required to identify and provide information concerning “core” children’s programming to publishers of program guides. The FCC is considering whether or not to require the use of thehas recently concluded that a digital broadcast spectrum for the broadcast ofbroadcaster must air an additional amountshalf hour of “core” children’s programming.programming per every increment of 1 to 28 hours of free video programming provided in addition to the main DTV program stream.  The FCC is also applying its children’s commercial limits and policies to all digital video programming directed to children ages 12 and under.

The FCC has also recently initiated a notice of inquiry seeking comments on issues relating to the presentation of violent programming on television and its impact on children.

Television Program Content.  The television industry has developed aan FCC approved ratings system that has been approved by the FCC that is designed to provide parents with information regarding the content of the programming being aired. Furthermore, the FCC requires certain television sets to include the so-called “V-chip,” a computer chip that allows blocking of rated programming.

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The FCC has initiated a notice of inquiry seeking comments on what actions, if any, it should take to ensure that licensees air programming that is responsive to the interests and needs of their communities of license.

Pending Matters

The Congress and the FCC have under consideration and in the future may consider and adopt, new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership and profitability of our broadcast stations, result in the loss of audience share and advertising revenues for our broadcast stations and affect our ability to acquire additional broadcast stations or finance such acquisitions.

Other matters that could affect our broadcast properties include technological innovations and developments generally affecting competition in the mass communications industry, such as direct television broadcast satellite service, Class A television service, the continued establishment of wireless cable systems and low power television stations, digital television technologies, the Internetinternet and the advent of telephone company participation in the provision of video programming service.

Other Considerations

The foregoingpreceding summary doesis not purport to be a complete discussion of all provisions of the Communications Act, the 1996 Act or other congressional acts or of the regulations and policies of the FCC. For further information, reference should be made to the Communications Act, the 1996 Act, other congressional acts and regulations and public notices promulgatedcirculated from time to time by the FCC. There are additional regulations and policies of the FCC and other federal agencies that govern political broadcasts, advertising, equal employment opportunity and other matters affecting our business and operations.

ENVIRONMENTAL REGULATION

Prior to our ownership or operation of our facilities, substances or waste that are or might be considered hazardous under applicable environmental laws may have been generated, used, stored or disposed of at certain of those facilities. In addition, environmental conditions relating to the soil and groundwater at or under our facilities may be affected by the proximity of nearby properties that have generated, used, stored or disposed of hazardous substances. As a result, it is possible that we could become subject to environmental liabilities in the future in connection with these facilities under applicable environmental laws and regulations. Although we believe that we are in substantial compliance with such environmental requirements and have not in the past been required to incur significant costs in connection therewith, there can be no assurance that our costs to comply with such requirements will not increase in the future.  We presently believe that none of our properties have any condition that is likely to have a material adverse effect on our financial condition orposition, results of operations.operations or cash flows.

COMPETITION

Our television stations compete for audience share and advertising revenue with other television stations in their respective DMAs,designated market areas (DMAs), as well as with other advertising media such as radio, newspapers, magazines, outdoor advertising, transit advertising, Internet,telecommunications providers, internet, yellow page directories, direct mail, satellite television, local cable television and wireless video.  Some competitors are part of larger organizations with substantially greater financial, technical and other resources than we have.

Television Competition.  Competition in the television broadcasting industry occurs primarily in individual DMAs. Generally, a television broadcasting station in one DMA does not compete with stations in other DMAs. Our television stations are located in highly competitive DMAs. In addition, certain of our DMAs are overlapped by both over-the-air and cable carriage of stations in adjacent DMAs, which tends to spread viewership and advertising expenditures over a larger number of television stations.

Broadcast television stations compete for advertising revenues primarily with other broadcast television stations, radio stations, cable channels, and cable system operators and satellite providers serving the same market, as well as with newspapers, the Internet,internet, yellow page directories, direct mail, outdoor advertising operators and transit advertisers.  Traditional network programming (ABC, CBS and NBC) generally achieves higher household audience levels than FOX, WB and UPN programming and syndicated programming aired by our independent stations. This can be attributed to a combination of factors including the traditional networks’ efforts to reach a broader audience, generally better signal carriage available when broadcasting over VHF channels 2 through 13 versus broadcasting over UHF channels 14 through 69 and the higher number of hours of traditional network programming being broadcast weekly. However, greater

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However, greater amounts of advertising time are available for sale on our FOX, UPN and WB affilitatedaffiliated stations and, as a result, we believe that our programming typically achieves a share of television market advertising revenues greater than its share of the market’s audience.

Television stations compete for audience share primarily on the basis of program popularity, which has a direct effect on advertising rates. Our affiliated stations are largely dependent upon the performance of the networks’ programs in attracting viewers. Non-network time periods are programmed by the station primarily with syndicated programs purchased for cash, cash and barter or barter-only and alsoas well as through self-produced news, public affairs programs, live local sporting events and other entertainment programming.

Television advertising rates are based upon factors which include the size of the DMA in which the station operates, a program’s popularity among the viewers that an advertiser wishes to attract, the number of advertisers competing for the available time, the demographic makeup of the DMA served by the station, the availability of alternative advertising media in the DMA including radio, cable, satellite, newspapers and yellow page directories, direct mail, the aggressiveness and knowledge of sales forces in the DMA and development of projects, features and programs that tie advertiser messages to programming. We believe that our sales and programming strategies allow us to compete effectively for advertising revenues within our DMAs.

Satellite customers may be one of the fastest growing segments of our viewing audience.  Currently, several satellite providers make available our local signal to their satellite subscribers in our DMAs.  We are compensated by these satellite providers on a per subscriber basis and this revenue has continued an upward trend.  We cannot assume that these providers will continue to pay these fees in the future.

Other factors that are material to a television station’s competitive position include signal coverage, local program acceptance, network affiliation, audience characteristics and assigned broadcast frequency. Historically, our UHF broadcast stations have suffered a competitive disadvantage in comparison to stations with VHF broadcast frequencies. This historic disadvantage has gradually declined through:

•                  carriage on cable systems and in certain markets, direct broadcast satellite;

•                  improvement in television receivers;

•                  improvement in television transmitters;

•                  wider use of all channel antennae;

•                  increased availability of programming; and

•                  the development of new networks such as FOX, WB and UPN.

The broadcasting industry is continuously faced with technical changes and innovations, competing entertainment and communications media, changes in labor conditions and governmental restrictions or actions of federal regulatory bodies, including the FCC, any of which could possibly have a material effect on a television station’s operations and profits. For instance, the FCC has established Class A television service for qualifying low power television stations. This Class A designation provides low power television station that qualifies for Class A television service is granted certain rights currently accorded to full-power television stations, which ordinarily have no broadcast frequency rights when the low power signal conflicts with a signal from any full power stations, some additional frequency rights.  These rights may allow themlow power stations to compete more effectively with full power stations.station.  We cannot predict the effect of increased competition from Class A television stations in markets where we have full-power television stations.

There are sources of video service other than conventional television stations, the most common being cable television, which can increase competition for a broadcast television station by bringing into its market distant broadcasting signals.  These signals not otherwise available to the station’s audience servingserve as a distribution system for national satellite-delivered programming and other non-broadcast programming originated on a cable system and selling advertising time to local advertisers. Other principal sources of competition include home video exhibition and Direct Broadcast Satellite (DBS) services and multichannel multipoint distribution services (“MMDS”)Broadband Radio Service (BRS). DBS and cable operators, in particular, are competing more aggressively than in the past for advertising revenues. This competition could adversely affect our stations’ revenues and performance in the future.

In addition, SHVIA allows on a limited basis, satellite carriers to provide distant stations’ signals with the same network affiliation as our stations to their subscribers.

Moreover, technology advances and regulatory changes affecting programming delivery through fiber optic telephone lines and video compression could lower entry barriers for new video channels and encourage the development of increasingly specialized “niche” programming. Telephone companies are permitted to provide video distribution services via radio communication, on a

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, AND RELATED SHAREHOLDER MATTERS AND ISSUER

                PURCHASES OF EQUITY SECURITIES

Our classClass A common stockCommon Stock is listed for trading on the NASDAQ stock market under the symbol SBGI. Our Class B Common Stock is not traded on a market.  The following table sets forth for the periods indicated the high and low sales prices on the NASDAQ stock market.

As of February 13, 2004,March 7, 2005, there were approximately 7177 shareholders of record of our common stock. This number does not include beneficial owners holding shares through nominee names.  Based on information available to us, we believe we have more than 5,000 beneficial owners of our classClass A common stock.Common Stock and nine beneficial owners of our Class B Common Stock.

We generally have not paid a dividend on our common stock and do not expect to pay dividends on our common stock in the foreseeable future.  Our 2002 Bank Credit Agreement and some of our subordinated debt instruments generally restrict us from payinghave general restrictions on the amount of dividends on our common stock.that may be paid.  Under the indentures governing our 8.75% senior subordinated notesSenior Subordinated Notes due 2011 and 8% senior subordinated notesSenior Subordinated Notes due 2012, we are restricted from paying dividends on our common stock unless certain specified conditions are satisfied, including that:

•                  no event of default then exists under the indenture or certain other specified agreements relating to our indebtedness; and

•                  we, after taking account of the dividend, we are in compliance with certain net cash flow requirements contained in the indenture.  In addition, under certain of our senior unsecured debt, the payment of dividends is not permissible during a default thereunder.

In 2004, we began paying a quarterly dividend on our common stock of $0.025 per share.  On February 10, 2005, the Board of Directors voted to increase the common stock dividend to $0.05 per share per quarter or $0.20 per share annually.  These dividend levels are not in excess of the applicable restrictions and conditions and we expect to continue to pay these dividends on our common stock into the foreseeable future.

We did not repurchase any stock during the quarter ended December 31, 2004.

ITEM 6.     SELECTED FINANCIAL DATA

The selected consolidated financial data for the years ended December 31, 2004, 2003, 2002, 2001 2000 and 19992000 have been derived from our audited consolidated financial statements. The consolidated financial statements for the years ended December 31, 2004, 2003 2002 and 20012002 are included elsewhere in this report.

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