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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q

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Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended Commission file number:
March 31, 2002 333-02302

ALLBRITTON COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)

Delaware 74-180-3105
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

808 Seventeenth Street, N.W.
Suite 300
Washington, D.C. 20006-3910
(Address of principal executive offices)

Registrant's telephone number, including area code: 202-789-2130

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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
----- -----

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Number of shares of Common Stock outstanding as of May 10, 2002: 20,000
shares.

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING ITEM 2 "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT ARE NOT HISTORICAL FACTS AND INVOLVE A
NUMBER OF RISKS AND UNCERTAINTIES. THERE ARE A NUMBER OF FACTORS THAT COULD
CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN
SUCH FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, WITHOUT LIMITATION, THE
COMPANY'S OUTSTANDING INDEBTEDNESS AND ITS HIGH DEGREE OF LEVERAGE; THE
RESTRICTIONS IMPOSED ON THE COMPANY BY THE TERMS OF THE COMPANY'S INDEBTEDNESS;
THE HIGH DEGREE OF COMPETITION FROM BOTH OVER-THE-AIR BROADCAST STATIONS AND
PROGRAMMING ALTERNATIVES SUCH AS CABLE TELEVISION, WIRELESS CABLE, IN-HOME
SATELLITE DISTRIBUTION SERVICE AND PAY-PER-VIEW AND HOME VIDEO AND ENTERTAINMENT
SERVICES; THE IMPACT OF NEW TECHNOLOGIES; CHANGES IN FEDERAL COMMUNICATIONS
COMMISSION REGULATIONS; DECREASES IN THE DEMAND FOR ADVERTISING DUE TO WEAKNESS
IN THE ECONOMY; AND THE VARIABILITY OF THE COMPANY'S QUARTERLY RESULTS AND THE
COMPANY'S SEASONALITY.

ALL WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY ARE
EXPRESSLY QUALIFIED BY THE FOREGOING CAUTIONARY STATEMENTS. READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS WHICH
REFLECT MANAGEMENT'S VIEW ONLY AS OF THE DATE HEREOF.

ALLBRITTON COMMUNICATIONS COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION PAGE

Item 1. Financial Statements:

Consolidated Statements of Operations and Retained
Earnings for the Three and Six Months Ended March 31,
2001 and 2002............................................ 1

Consolidated Balance Sheets as of September 30, 2001 and
March 31, 2002........................................... 2

Consolidated Statements of Cash Flows for the Six Months
Ended March 31, 2001 and 2002............................ 3

Notes to Interim Consolidated Financial Statements....... 4

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 6

Item 3. Quantitative and Qualitative Disclosures About Market
Risk..................................................... 13

PART II OTHER INFORMATION

Item 1. Legal Proceedings........................................ 14

Item 6. Exhibits and Reports on Form 8-K......................... 14

Signatures.......................................................... 15

Exhibit Index....................................................... 16

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

ALLBRITTON COMMUNICATIONS COMPANY
(an indirectly wholly-owned subsidiary of Perpetual Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Dollars in thousands)
(unaudited)

Three Months Ended Six Months Ended
March 31, March 31,
-------------------- --------------------
2001 2002 2001 2002
---- ---- ---- ----

Operating revenues, net ................... $ 42,395 $ 40,841 $ 100,705 $ 90,994
-------- -------- --------- --------

Television operating expenses, excluding
depreciation and amortization ......... 28,332 27,971 58,088 57,471
Depreciation and amortization ............. 3,479 3,302 6,896 6,503
Corporate expenses ........................ 1,446 1,435 2,827 2,818
-------- -------- --------- --------
33,257 32,708 67,811 66,792
-------- -------- --------- --------

Operating income .......................... 9,138 8,133 32,894 24,202
-------- -------- --------- --------

Nonoperating income (expense)
Interest income
Related party ..................... 657 614 1,312 1,226
Other ............................. 62 20 223 52
Interest expense ...................... (10,395) (10,497) (20,603) (20,963)
Other, net ............................ (320) 446 (672) 73
-------- -------- --------- --------
(9,996) (9,417) (19,740) (19,612)
-------- -------- --------- --------

(Loss) income before income taxes ......... (858) (1,284) 13,154 4,590

(Benefit from) provision for income taxes.. (1,016) (461) 5,287 2,072
-------- -------- --------- --------

Net income (loss) ......................... 158 (823) 7,867 2,518

Retained earnings, beginning of period .... 78,947 85,223 71,238 81,882
-------- -------- --------- --------

Retained earnings, end of period .......... $ 79,105 $ 84,400 $ 79,105 $ 84,400
======== ======== ========= ========

See accompanying notes to interim consolidated financial statements.

ALLBRITTON COMMUNICATIONS COMPANY
(an indirectly wholly-owned subsidiary of Perpetual Corporation)

CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

March 31,
September 30, 2002
2001 (unaudited)
------------- -------------

Assets

Current assets
Cash and cash equivalents ............................. $ 7,640 $ 7,462
Accounts receivable, net .............................. 34,743 33,763
Program rights ........................................ 20,145 9,852
Deferred income taxes ................................. 727 727
Interest receivable from related party ................ 492 492
Other ................................................. 2,333 3,640
--------- ---------
Total current assets ............................. 66,080 55,936

Property, plant and equipment, net ......................... 38,622 39,243
Intangible assets, net ..................................... 132,408 130,279
Deferred financing costs and other ......................... 8,304 7,723
Cash surrender value of life insurance ..................... 9,198 9,862
Program rights ............................................. 1,335 777
--------- ---------

$ 255,947 $ 243,820
========= =========
Liabilities and Stockholder's Investment

Current liabilities
Current portion of long-term debt ..................... $ 1,479 $ 747
Accounts payable ...................................... 2,300 2,559
Accrued interest payable .............................. 11,161 11,156
Program rights payable ................................ 23,667 13,480
Accrued employee benefit expenses ..................... 4,213 3,977
Other accrued expenses ................................ 5,003 5,007
--------- ---------
Total current liabilities ........................ 47,823 36,926

Long-term debt ............................................. 425,381 425,226
Program rights payable ..................................... 2,038 1,588
Deferred rent and other .................................... 1,761 3,017
Accrued employee benefit expenses .......................... 1,815 1,871
Deferred income taxes ...................................... 9,961 11,464
--------- ---------
Total liabilities ................................ 488,779 480,092
--------- ---------

Stockholder's investment
Preferred stock, $1 par value, 800 shares authorized,
none issued ........................................ -- --
Common stock, $.05 par value, 20,000 shares authorized,
issued and outstanding ............................. 1 1
Capital in excess of par value ........................ 6,955 6,955
Retained earnings ..................................... 81,882 84,400
Distributions to owners, net .......................... (321,670) (327,628)
--------- ---------
Total stockholder's investment ..................... (232,832) (236,272)
--------- ---------

$ 255,947 $ 243,820
========= =========

See accompanying notes to interim consolidated financial statements.

ALLBRITTON COMMUNICATIONS COMPANY
(an indirectly wholly-owned subsidiary of Perpetual Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)

Six Months Ended
March 31,
---------------------
2001 2002
------ ------

Cash flows from operating activities:

Net income ........................................ $ 7,867 $ 2,518
-------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization .................. 6,896 6,503
Other noncash charges .......................... 631 679
Provision for doubtful accounts ................ 221 231
Loss on disposal of assets ..................... 13 2
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable ....................... 2,603 749
Program rights ............................ 10,982 10,851
Other current assets ...................... (1,627) (1,307)
Other noncurrent assets ................... (920) (641)
Increase (decrease) in liabilities:
Accounts payable .......................... (929) 259
Accrued interest payable .................. 3 (5)
Program rights payable .................... (12,372) (10,637)
Accrued employee benefit expenses ......... (257) (180)
Other accrued expenses .................... 273 4
Deferred rent and other liabilities ....... (265) 1,256
Deferred income taxes ..................... 2,003 1,503
-------- ---------
7,255 9,267
-------- ---------
Net cash provided by operating activities.. 15,122 11,785
-------- ---------

Cash flows from investing activities:
Capital expenditures .............................. (2,682) (5,010)
Proceeds from disposal of assets ................. 16 37
-------- ---------
Net cash used in investing activities ..... (2,666) (4,973)
-------- ---------

Cash flows from financing activities:
Principal payments on capital lease obligations ... (863) (969)
Deferred financing costs .......................... (625) (63)
Distributions to owners, net of certain charges ... (53,130) (228,023)
Repayments of distributions to owners ............. 35,700 222,065
-------- ---------
Net cash used in financing activities ..... (18,918) (6,990)
-------- ---------

Net decrease in cash and cash equivalents .............. (6,462) (178)
Cash and cash equivalents, beginning of period ......... 11,913 7,640
-------- ---------
Cash and cash equivalents, end of period ............... $ 5,451 $ 7,462
======== =========

Non-cash investing and financing activities:
Equipment acquired under capital leases ........... $ 490 $ 24
======== =========

See accompanying notes to interim consolidated financial statements.

ALLBRITTON COMMUNICATIONS COMPANY
(an indirectly wholly-owned subsidiary of Perpetual Corporation)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(unaudited)

NOTE 1 - The accompanying unaudited interim consolidated financial statements of
Allbritton Communications Company (an indirectly wholly-owned subsidiary of
Perpetual Corporation) and its subsidiaries (collectively, the "Company") have
been prepared pursuant to instructions for Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in conformity with generally
accepted accounting principles have been omitted or condensed where permitted by
regulation. In management's opinion, the accompanying financial statements
reflect all adjustments, which were of a normal recurring nature, and
disclosures necessary for a fair presentation of the consolidated financial
statements for the interim periods presented. The results of operations for the
three and six months ended March 31, 2002 are not necessarily indicative of the
results that can be expected for the entire fiscal year ending September 30,
2002. The interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
for the year ended September 30, 2001 which are contained in the Company's Form
10-K.

NOTE 2 - On March 6, 2002, the Company announced that it has agreed to acquire
substantially all of the assets of ALLNEWSCO, Inc. (Allnewsco) in exchange for
$20,000 in cash and the cancellation of a $20,000 note receivable from
Allnewsco. Allnewsco, incorporated in 1989, provides 24-hour per day basic cable
television programming consisting of news and information programming with the
primary focus on regional and local news for the Washington, D.C. metropolitan
area. Allnewsco has been controlled since its inception by Perpetual Corporation
which also controls the Company. Consummation of this transaction will coincide
with the integration of Allnewsco's operations with those of WJLA, the Company's
ABC affiliate in the Washington, D.C. market, in a new studio and office
facility. The Company anticipates that this transaction will be consummated
during the fourth quarter of Fiscal 2002.

NOTE 3 - For the six months ended March 31, 2001 and 2002, distributions to
owners were as follows:

2001 2002
---- ----

Distributions to owners, beginning of period ....... $ 298,090 $ 321,670
Cash advances ................................. 56,592 228,473
Repayment of cash advances .................... (35,700) (222,065)
Charge for Federal and state income taxes ..... (3,462) (450)
--------- ---------

Distributions to owners, end of period ............. $ 315,520 $ 327,628
========= =========

Weighted average amount of non-interest bearing
advances outstanding during the period .......... $ 291,227 $ 329,729
========= =========

NOTE 4 - Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations," was issued in July 2001 and is effective for all business
combinations with acquisition dates after June 30, 2001. The pronouncement
eliminates the pooling-of-interest method of accounting for business
combinations and addresses the accounting for intangible assets acquired as part
of a business combination. Adoption of SFAS No. 141 has had no impact on the
Company's financial position or results of operations as the Company has not
entered into any business combinations since June 30, 2001.

SFAS No. 142, "Goodwill and Other Intangible Assets," was issued in June 2001.
SFAS No. 142 addresses the financial accounting and reporting for acquired
goodwill and other intangible assets. Under the new rules, goodwill and
intangible assets deemed to have indefinite lives will no longer be amortized
but will be subject to annual impairment tests. Other intangible assets will
continue to be amortized over their useful lives. SFAS No. 142 becomes effective
for the Company's fiscal year ending September 30, 2003. The Company estimates
that the application of the non-amortization provisions of SFAS No. 142 will
decrease amortization expense by approximately $4,000 per year. Upon adoption,
the Company will perform the first of the required impairment tests on its
indefinite lived intangible assets. The Company has not yet determined what the
effect, if any, of these tests will be on its financial position or results of
operations.

SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued in June
2001 to address diversity in practice for recognizing obligations associated
with the retirement of tangible long-lived assets. SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets," was issued in August 2001 to
establish a single accounting model for long-lived assets to be disposed of by
sale and to address issues surrounding the impairment of long-lived assets.
These standards are effective for the Company's fiscal year ending September 30,
2003 and will not have a material impact on the Company's financial position or
results of operations.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
(Dollars in thousands)

Overview
Allbritton Communications Company and its subsidiaries (on a consolidated basis,
the "Company") own ABC network-affiliated television stations serving seven
diverse geographic markets: WJLA-TV in Washington, D.C.; WCFT-TV in Tuscaloosa,
Alabama, WJSU-TV in Anniston, Alabama and WBMA-LP, a low power television
station licensed to Birmingham, Alabama (the Company operates WCFT-TV and
WJSU-TV in tandem with WBMA-LP serving the viewers of the Birmingham, Tuscaloosa
and Anniston market); WHTM-TV in Harrisburg, Pennsylvania; KATV in Little Rock,
Arkansas; KTUL in Tulsa, Oklahoma; WSET-TV in Lynchburg, Virginia; and WCIV in
Charleston, South Carolina.

The Company's advertising revenues are generally highest in the first and third
quarters of each fiscal year, due in part to increases in retail advertising in
the period leading up to and including the holiday season and active advertising
in the spring. The fluctuation in the Company's operating results is generally
related to fluctuations in the revenue cycle. In addition, advertising revenues
are generally higher during election years due to spending by political
candidates, which is typically heaviest during the Company's first and fourth
fiscal quarters.

Results of Operations
As compared to the same periods in the prior fiscal year, the Company's results
of operations for the three and six months ended March 31, 2002 principally
reflect a decrease in net operating revenues.

Set forth below are selected consolidated financial data for the three and six
months ended March 31, 2001 and 2002 and the percentage change between the
periods:

Three Months Ended March 31, Six Months Ended March 31,
---------------------------- --------------------------
Percent Percent
2001 2002 Change 2001 2002 Change
---- ---- ------ ---- ---- ------

Operating revenues, net ........ $ 42,395 $ 40,841 -3.7% $ 100,705 $ 90,994 -9.6%
Total operating expenses ....... 33,257 32,708 -1.7% 67,811 66,792 -1.5%
-------- -------- --------- --------
Operating income ............... 9,138 8,133 -11.0% 32,894 24,202 -26.4%
Nonoperating expenses, net ..... 9,996 9,417 -5.8% 19,740 19,612 -0.6%
Income tax (benefit) provision.. (1,016) (461) -54.6% 5,287 2,072 -60.8%
-------- -------- --------- --------

Net income (loss) .............. $ 158 $ (823) -620.9% $ 7,867 $ 2,518 -68.0%
======== ======== ========= ========

Net Operating Revenues
The following table depicts the principal types of operating revenues, net of
agency commissions, earned by the Company for each of the three and six months
ended March 31, 2001 and 2002, and the percentage contribution of each to the
total broadcast revenues earned by the Company, before fees:

Three Months Ended March 31, Six Months Ended March 31,
---------------------------- --------------------------
2001 2002 2001 2002
---- ---- ---- ----
Dollars Percent Dollars Percent Dollars Percent Dollars Percent
------- ------- ------- ------- ------- ------- ------- -------

Local and national <F1>... $ 39,834 90.9 $ 37,754 89.7 $ 88,395 85.1 $ 83,341 88.7
Political <F2>............ 38 0.1 511 1.2 6,850 6.6 2,223 2.3
Network compensation<F3>.. 798 1.8 1,001 2.4 1,472 1.4 1,680 1.8
Trade and barter <F4>..... 1,961 4.5 1,712 4.1 4,000 3.8 3,639 3.9
Other revenue <F5>........ 1,183 2.7 1,090 2.6 3,232 3.1 3,072 3.3
-------- ----- -------- ----- --------- ----- -------- -----
Broadcast revenues ....... 43,814 100.0 42,068 100.0 103,949 100.0 93,955 100.0
===== ===== ===== =====
Fees <F6>................. (1,419) (1,227) (3,244) (2,961)
-------- -------- --------- --------

Operating revenues, net... $ 42,395 $ 40,841 $ 100,705 $ 90,994
======== ======== ========= ========

<FN>

<F1> Represents sale of advertising time to local and national advertisers,
either directly or through agencies representing such advertisers, net of
agency commission.
<F2> Represents sale of advertising time to political advertisers.
<F3> Represents payment by networks for broadcasting or promoting network
programming.
<F4> Represents value of commercial time exchanged for goods and services
(trade) or syndicated programs (barter).
<F5> Represents miscellaneous revenue, principally from the sales of University
of Arkansas sports programming to advertisers and radio stations as well as
receipts from tower rental and production of commercials.
<F6> Represents fees paid to national sales representatives and fees paid for
music licenses.

</FN>

Net operating revenues for the three months ended March 31, 2002 totaled
$40,841, a decrease of $1,554, or 3.7%, when compared to net operating revenues
of $42,395 for the three months ended March 31, 2001. Net operating revenues
decreased $9,711, or 9.6%, to $90,994 for the six months ended March 31, 2002 as
compared to $100,705 for the same period in the prior year.

Local and national advertising revenues decreased $2,080, or 5.2%, and $5,054,
or 5.7%, during the three and six months ended March 31, 2002, respectively,
versus the comparable periods in Fiscal 2001. The decrease for the three months
ended March 31, 2002 was due in large part to declining audience ratings for ABC
network prime-time programming across all of the Company's markets, with local
and national advertising revenues particularly impacted in the Company's
Washington, D.C. market. Local and national advertising revenues declined in
most of the Company's markets for the six months ended March 31, 2002 due to the
impact of ABC network prime-time programming ratings as well as the continuation
of the general weakness in television advertising which began during Fiscal
2001.

Political advertising revenues increased by $473 to $511 for the three months
ended March 31, 2002 as compared to the three months ended March 31, 2001. This
increase was primarily due to advertising related to high-profile local
political races in the Harrisburg and Tulsa markets during

the three months ended March 31, 2002 with no comparable advertising in the
second quarter of Fiscal 2001. Political advertising revenues decreased $4,627,
or 67.5%, during the six months ended March 31, 2002 as compared to the same
period in Fiscal 2001. This decrease was due primarily to the national
presidential election and high-profile local political races affecting the
Little Rock, Washington, D.C. and Lynchburg markets in November 2000, partially
offset by advertising leading up to a November 2001 local political election
affecting the Washington, D.C. and Lynchburg markets as well as the advertising
related to the local political races during the second quarter of Fiscal 2002
referred to above.

No individual advertiser accounted for more than 5% of the Company's broadcast
revenues during the three or six months ended March 31, 2001 or 2002.

Total Operating Expenses
Total operating expenses for the three months ended March 31, 2002 totaled
$32,708, a decrease of $549, or 1.7%, compared to total operating expenses of
$33,257 for the three-month period ended March 31, 2001. This net decrease
consisted of a decrease in television operating expenses, excluding depreciation
and amortization, of $361, a decrease in depreciation and amortization of $177
and a decrease in corporate expenses of $11.

Total operating expenses for the six months ended March 31, 2002 totaled
$66,792, a decrease of $1,019, or 1.5%, compared to total operating expenses of
$67,811 for the six-month period ended March 31, 2001. This net decrease
consisted of a decrease in television operating expenses, excluding depreciation
and amortization, of $617, a decrease in depreciation and amortization of $393
and a decrease in corporate expenses of $9.

As a result of the Company's ongoing focus on controlling costs, television
operating expenses, excluding depreciation and amortization, decreased $361 and
$617, or 1.3% and 1.1%, for the three and six months ended March 31, 2002,
respectively, as compared to the comparable periods in Fiscal 2001.

Depreciation and amortization expense decreased $177 and $393, or 5.1% and 5.7%,
respectively, for the three and six months ended March 31, 2002 versus the
comparable periods in Fiscal 2001. The decreases for the three and six month
periods ended March 31, 2002 were principally the result of decreased
depreciation on assets acquired in Birmingham during Fiscal 1996.

Operating Income
For the three months ended March 31, 2002, operating income of $8,133 decreased
$1,005, or 11.0%, when compared to operating income of $9,138 for the three
months ended March 31, 2001. For the three months ended March 31, 2002, the
operating margin decreased to 19.9% from 21.6% for the comparable period in
Fiscal 2001. Operating income of $24,202 for the six months ended March 31, 2002
decreased $8,692, or 26.4%, when compared to operating income of $32,894 for the
same period in the prior fiscal year. For the six months ended March 31, 2002,
the operating margin decreased to 26.6% from 32.7% for the comparable period in
the prior fiscal year. These decreases in operating income and margin were
primarily the result of decreased net operating revenues as discussed above.

Operating Cash Flow
Operating cash flow of $11,435 for the three months ended March 31, 2002
decreased $1,182, or 9.4%, as compared to $12,617 for the three-month period
ended March 31, 2001. Operating cash flow of $30,705 for the six months ended
March 31, 2002 decreased $9,085, or 22.8%, as compared to $39,790 for the same
period in the prior fiscal year. These decreases were primarily the result of
decreased net operating revenues as discussed above.

The Company believes that operating cash flow, defined as operating income plus
depreciation and amortization, is important in measuring the Company's financial
results and its ability to pay principal and interest on its debt because of the
Company's level of non-cash expenses attributable to depreciation and
amortization of intangible assets. Operating cash flow does not purport to
represent cash flows from operating activities determined in accordance with
generally accepted accounting principles as reflected in the Company's
consolidated financial statements, is not a measure of financial performance
under generally accepted accounting principles, should not be considered in
isolation or as a substitute for net income or cash flows from operating
activities and may not be comparable to similar measures reported by other
companies.

Nonoperating Expenses, Net
Interest expense of $10,497 and $20,963 for three and six months ended March 31,
2002, respectively, increased $102 and $360, or 1.0% and 1.7%, as compared to
$10,395 and $20,603 for the three and six-month periods ended March 31, 2001,
respectively. These increases were due to an increased average debt balance,
partially offset by a decrease in the weighted average interest rate on debt
during the three and six-month periods ended March 31, 2002 as compared to the
same periods in the prior fiscal year.

The average balance of debt outstanding, including capital lease obligations,
was $438,522 and $459,183 for the three months ended March 31, 2001 and 2002,
respectively, and the weighted average interest rate on debt was 9.4% and 9.1%
for the three months ended March 31, 2001 and 2002, respectively.

The average balance of debt outstanding, including capital lease obligations,
was $433,803 and $455,457 for the six months ended March 31, 2001 and 2002,
respectively, and the weighted average interest rate on debt was 9.4% and 9.1%
for the six months ended March 31, 2001 and 2002, respectively.

Income Taxes
The benefit from income taxes for the three months ended March 31, 2002 totaled
$461 as compared to the benefit from income taxes of $1,016 for the three months
ended March 31, 2001. The decrease in income tax benefit of $555, or 54.6%, was
directly related to the one-time recognition of a tax benefit of approximately
$950 during the second quarter of Fiscal 2001, partially offset by the $426, or
49.7% increase in the Company's loss before income taxes.

The provision for income taxes for the six months ended March 31, 2002 totaled
$2,072, a decrease of $3,215, or 60.8%, when compared to the provision for
income taxes of $5,287 for the six months ended March 31, 2001. The decrease was
directly related to the $8,564, or 65.1% decrease in the Company's income before
income taxes, partially offset by the one-time recognition of a tax benefit of
approximately $950 during the second quarter of Fiscal 2001.

Net Income
For the three and six months ended March 31, 2002, the Company recorded a net
loss of $823 and net income of $2,518, respectively, as compared to net income
of $158 and $7,867 for the three and six months ended March 31, 2001,
respectively. The decreases of $981 and $5,349 during the three and six months
ended March 31, 2002 were due to the factors discussed above.

Balance Sheet
Significant balance sheet fluctuations from September 30, 2001 to March 31, 2002
consisted of decreases in program rights and program rights payable which
reflect the annual cycle of the underlying program contracts which generally
begins in September of each year.

Liquidity and Capital Resources
As of March 31, 2002, the Company's cash and cash equivalents aggregated $7,462,
and the Company had an excess of current assets over current liabilities of
$19,010.

Cash Provided by Operations. The Company's principal source of working capital
is cash flow from operations and borrowings under its revolving credit facility.
As discussed above, the Company's operating results are cyclical in nature
primarily as a result of seasonal fluctuations in advertising revenues, which
are generally highest in the first and third quarters of each fiscal year. The
Company's cash flow from operations is also impacted on a quarterly basis by the
timing of cash collections and interest payments on debt. Cash receipts are
usually much greater during the second and fourth fiscal quarters as the
collection of advertising revenue typically lags the period in which such
revenue is recorded. Scheduled semi-annual interest payments on the Company's
long-term debt are higher during the first and third fiscal quarters. As a
result, the Company's cash flows from operating activities as reflected in the
Company's consolidated financial statements are generally significantly higher
during the Company's second and fourth fiscal quarters, and such quarters
comprise a substantial majority of the Company's cash flows from operating
activities for the full fiscal year.

As reported in the consolidated statements of cash flows, the Company's net cash
provided by operating activities was $15,122 and $11,785 for the six months
ended March 31, 2001 and 2002, respectively. The $3,337 decrease in cash flows
from operating activities was primarily due to decreased net income.

Transactions with Owners. The Company periodically makes advances in the form of
distributions to Perpetual Corporation (Perpetual). During the six months ended
March 31, 2001 and 2002, the Company made cash advances net of repayments to
Perpetual of $15,896 and $3,875, respectively. The advances to Perpetual are
non-interest bearing and, as such, do not reflect market rates of
interest-bearing loans to unaffiliated third parties. In addition, during the
six months ended March 31, 2001 and 2002, the Company made interest-bearing
advances of tax payments to Perpetual in accordance with the terms of the tax
sharing agreement between the Company and Perpetual of $4,996 and $2,533,
respectively. The Company was charged by Perpetual for federal and state income
taxes totaling $3,462 and $450 during the six months ended March 31, 2001 and
2002, respectively.

At present, the primary source of repayment of the net advances is through the
ability of the Company to pay dividends or make other distributions to its
parent, and there is no immediate intent for the advances to be repaid.
Accordingly, these advances have been treated as a reduction of Stockholder's
investment and described as "distributions" in the Company's consolidated
financial statements.

Stockholder's deficit amounted to $236,272 at March 31, 2002, an increase of
$3,440, or 1.5%, from the September 30, 2001 deficit of $232,832. The increase
was due to a net increase in distributions to owners of $5,958, partially offset
by net income for the period of $2,518.

Indebtedness. The Company's total debt, including the current portion of
long-term debt, decreased from $426,860 at September 30, 2001 to $425,973 at
March 31, 2002. This debt, net of applicable discounts, consisted of $274,342 of
9.75% Debentures, $150,000 of 8.875% Notes and $1,631 of capital lease
obligations at March 31, 2002. The decrease of $887 in total debt from September
30, 2001 to March 31, 2002 was primarily due to payments under capital lease
obligations. As of September 30, 2001 and March 31, 2002, there were no amounts
outstanding under the Company's $50,000 revolving credit facility. The revolving
credit facility is secured by the pledge of stock of the Company and its
subsidiaries and matures March 27, 2006.

Under the existing borrowing agreements, the Company is subject to restrictive
covenants that place limitations upon payments of cash dividends, issuance of
capital stock, investment transactions, incurrence of additional obligations and
transactions with affiliates. In addition, under the revolving credit facility,
the Company must maintain compliance with certain financial covenants. The
revolving credit facility was amended on December 19, 2001 to adjust certain of
the financial covenants for Fiscal 2002. Management believes that the amendment
allows the Company sufficient operational flexibility to remain in compliance
with the financial covenants. Compliance with the financial covenants is
measured at the end of each quarter, and as of March 31, 2002, the Company was
in compliance with those financial covenants. The Company is also required to
pay a commitment fee ranging from .5% to .75% per annum based on the amount of
any unused portion of the revolving credit facility.

Allnewsco Transaction. On March 6, 2002, the Company announced that it has
agreed to acquire substantially all of the assets of ALLNEWSCO, Inc. (Allnewsco)
in exchange for $20,000 in cash and the cancellation of a $20,000 note
receivable from Allnewsco. Allnewsco, incorporated in 1989, provides 24-hour per
day basic cable television programming consisting of news and information
programming with the primary focus on regional and local news for the
Washington, D.C. metropolitan area. Allnewsco has been controlled since its
inception by Perpetual Corporation which also controls the Company.

Consummation of this transaction will coincide with the integration of
Allnewsco's operations with those of WJLA, the Company's ABC affiliate in the
Washington, D.C. market, in a new studio and office facility. The combination of
these two operations will allow for certain operational efficiencies, primarily
in the areas of newsgathering, administration, finance, operations, promotions
and human resources. The creation of the first newsgathering duopoly in the
Nation's Capital is expected to be immediately accretive to the Company's
operating cash flow (defined as operating income plus depreciation and
amortization).

The Company anticipates that this transaction will be consummated during the
fourth quarter of Fiscal 2002. This acquisition is permitted under the Company's
various debt agreements.

Other Uses of Cash. The Company anticipates that capital expenditures for Fiscal
2002 will approximate $22,000. Fiscal 2002 capital expenditures will be
primarily for the buildout of studio and office space and acquisition of
technical equipment for WJLA, the implementation of DTV service at the Company's
Little Rock station and the acquisition of technical equipment and vehicles to
support ongoing operations across the Company's stations. Management expects
that the source of funds for these anticipated capital expenditures will be cash
provided by operations and borrowings under the revolving credit facility. The
Company has a lease credit facility, presently in the amount of $5,000, for the
purpose of financing capital expenditures. The commitment under this facility
expires on June 30, 2002. The Company does not intend to renew this commitment,
but rather is currently completing documentation on a $20,000 increase to its
revolving credit facility. Capital expenditures during the six months ended
March 31, 2002 totaled $5,034, of which $24 was financed through capital lease
transactions.

Based upon the Company's current level of operations, management believes that
available cash together with cash flows generated by operating activities and
amounts available under the revolving credit facility will be adequate to meet
the Company's anticipated future requirements for working capital, capital
expenditures, scheduled payments of interest on its debt and the acquisition of
Allnewsco.

New Accounting Standards
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations," was issued in July 2001 and is effective for all business
combinations with acquisition dates after June 30, 2001. The pronouncement
eliminates the pooling-of-interest method of accounting for business
combinations and addresses the accounting for intangible assets acquired as part
of a business combination. Adoption of SFAS No. 141 has had no impact on the
Company's financial position or results of operations as the Company has not
entered into any business combinations since June 30, 2001.

long-lived assets. These standards are effective for the Company's fiscal year
ending September 30, 2003 and will not have a material impact on the Company's
financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

At March 31, 2002, the Company had other financial instruments consisting
primarily of long-term fixed interest rate debt. Such debt, with future
principal payments of $425,000, matures during the year ending September 30,
2008. At March 31, 2002, the carrying value of such debt was $424,342, the fair
value was $451,125 and the weighted average interest rate was 9.4%. The fair
market value of long-term fixed interest rate debt is subject to interest rate
risk. Generally, the fair market value of fixed interest rate debt will increase
as interest rates fall and decrease as interest rates rise. The Company
estimates the fair value of its long-term debt using either quoted market prices
or by discounting the required future cash flows under its debt using borrowing
rates currently available to the Company, as applicable. The Company actively
monitors the capital markets in analyzing its capital raising decisions.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company currently and from time to time is involved in litigation incidental
to the conduct of its business, including suits based on defamation. The Company
is not currently a party to any lawsuit or proceeding which, in the opinion of
management, if decided adverse to the Company, would be likely to have a
material adverse effect on the Company's consolidated financial condition,
results of operations or cash flows.

Item 6. Exhibits and Reports on Form 8-K

a. Exhibits

See Exhibit Index on pages 16-19.

b. Reports on Form 8-K

A Report on Form 8-K was filed on March 6, 2002 announcing that the
Company has agreed to acquire substantially all of the assets of
ALLNEWSCO, Inc.

SIGNATURES

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

ALLBRITTON COMMUNICATIONS COMPANY

(Registrant)

May 10, 2002 /s/ Robert L. Allbritton
- ----------------------------- --------------------------------------
Date Name: Robert L. Allbritton
Title: Chairman and Chief
Executive Officer

May 10, 2002 /s/ Stephen P. Gibson
- ----------------------------- --------------------------------------
Date Name: Stephen P. Gibson
Title: Senior Vice President
and Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
2.1 Asset Purchase Agreement between ALLNEWSCO, Inc. and *
Allbritton Communications Company, dated as of March 5,
2002. (Incorporated by reference to Exhibit 2.1 of the
Company's Report on Form 8-K, No. 333-02302, dated March 5,
2002)
3.1 Certificate of Incorporation of ACC. (Incorporated by *
reference to Exhibit 3.1 of Company's Registration Statement
on Form S-4, No. 333-02302, dated March 12, 1996)
3.2 Bylaws of ACC. (Incorporated by reference to Exhibit 3.2 of *
Registrant's Registration Statement on Form S-4, No.
333-02302, dated March 12, 1996)
4.1 Indenture dated as of February 6, 1996 between ACC and State *
Street Bank and Trust Company, as Trustee, relating to the
Debentures. (Incorporated by reference to Exhibit 4.1 of
Company's Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996)
4.2 Indenture dated as of January 22, 1998 between ACC and State *
Street Bank and Trust Company, as Trustee, relating to the
Notes. (Incorporated by reference to Exhibit 4.1 of Company's
Registration Statement on Form S-4, No. 333-45933, dated
February 9, 1998)
4.3 Form of 9.75% Series B Senior Subordinated Debentures due *
2007. (Incorporated by reference to Exhibit 4.3 of Company's
Registration Statement on Form S-4, No. 333-02302, dated
March 12, 1996)
4.4 Amended and Restated Revolving Credit Agreement dated as of *
March 27, 2001 by and among Allbritton Communications
Company, certain financial institutions, and Fleet National
Bank, as Agent, and Deutsche Banc Alex. Brown Inc., as
Documentation Agent. (Incorporated by reference to Exhibit
4.4 of the Company's Quarterly Report on Form 10-Q, No.
333-02302, dated May 10, 2001)
4.5 First Amendment dated as of December 19, 2001 to the Amended *
and Restated Revolving Credit Agreement. (Incorporated by
reference to Exhibit 4.5 of the Company's Form 10-K, No.
333-02302, dated December 27, 2001)

Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
10.1 Network Affiliation Agreement (Harrisburg Television, Inc.). *
(Incorporated by reference to Exhibit 10.3 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.2 Side Letter Amendment to Network Affiliation Agreement *
(Harrisburg Television, Inc.) dated August 10, 1999.
(Incorporated by reference to Exhibit 10.2 of Company's
Quarterly Report on Form 10-Q, No. 333-02302, dated August
16, 1999)
10.3 Network Affiliation Agreement (First Charleston Corp.). *
(Incorporated by reference to Exhibit 10.4 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.4 Side Letter Amendment to Network Affiliation Agreement (First *
Charleston Corp.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.4 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.5 Network Affiliation Agreement (WSET, Incorporated). *
(Incorporated by reference to Exhibit 10.5 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.6 Side Letter Amendment to Network Affiliation Agreement (WSET, *
Incorporated) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.6 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.7 Network Affiliation Agreement (WJLA-TV). (Incorporated by *
reference to Exhibit 10.6 of Company's Pre-effective
Amendment No. 1 to Registration Statement on Form S-4, dated
April 22, 1996)
10.8 Side Letter Amendment to Network Affiliation Agreement *
(WJLA-TV) dated August 10, 1999. (Incorporated by reference
to Exhibit 10.8 of Company's Quarterly Report on Form 10-Q,
No. 333-02302, dated August 16, 1999)
10.9 Network Affiliation Agreement (KATV Television, Inc.). *
(Incorporated by reference to Exhibit 10.7 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)

Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
10.10 Side Letter Amendment to Network Affiliation Agreement (KATV *
Television, Inc.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.10 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.11 Network Affiliation Agreement (KTUL Television, Inc.). *
(Incorporated by reference to Exhibit 10.8 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.12 Side Letter Amendment to Network Affiliation Agreement (KTUL *
Television, Inc.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.12 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.13 Network Affiliation Agreement (TV Alabama, Inc.). *
(Incorporated by reference to Exhibit 10.9 of Company's
Pre-effective Amendment No. 1 to Registration Statement on
Form S-4, dated April 22, 1996)
10.14 Amendment to Network Affiliation Agreement (TV Alabama, Inc.) *
dated January 23, 1997. (Incorporated by reference to Exhibit
10.15 of the Company's Quarterly Report on Form 10-Q, No.
333-02302, dated February 14, 1997)
10.15 Side Letter Amendment to Network Affiliation Agreement (TV *
Alabama, Inc.) dated August 10, 1999. (Incorporated by
reference to Exhibit 10.15 of Company's Quarterly Report on
Form 10-Q, No. 333-02302, dated August 16, 1999)
10.16 Tax Sharing Agreement effective as of September 30, 1991 by *
and among Perpetual Corporation, ACC and ALLNEWSCO, Inc.,
amended as of October 29, 1993. (Incorporated by reference
to Exhibit 10.11 of Company's Registration Statement on Form
S-4, No. 333-02302, dated March 12, 1996)
10.17 Second Amendment to Tax Sharing Agreement effective as of *
October 1, 1995 by and among Perpetual Corporation, ACC and
ALLNEWSCO, Inc. (Incorporated by reference to Exhibit 10.9
of the Company's Form 10-K, No. 333-02302, dated December 22,
1998)
10.18 Master Lease Finance Agreement dated as of August 10, 1994 *
between BancBoston Leasing, Inc. and ACC, as amended.
(Incorporated by reference to Exhibit 10.16 of Company's
Registration Statement on Form S-4, No. 333-02302, dated
March 12, 1996)

Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
10.19 Master Equipment Lease Agreement dated as of November 22, *
2000 between Fleet Capital Corporation and ACC. (Incorporated
by reference to Exhibit 10.19 of the Company's Form 10-K, No.
333-02302, dated December 28, 2000)
10.20 Amended and Restated Pledge Agreement dated as of March 27, *
2001 by and among ACC, Allbritton Group, Inc., Allfinco,
Inc., and Fleet National Bank, as Agent. (Incorporated by
reference to Exhibit 10.20 of the Company's Quarterly Report
on Form 10-Q, No. 333-02302, dated May 10, 2001)
10.21 $20,000,000 Promissory Note of ALLNEWSCO, Inc. payable to *
KTUL, LLC. (Incorporated by reference to Exhibit 10.16 of
Company's Form 10-K, No. 333-02302, dated December 22, 1998)
- -----------------
*Previously filed