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                                                                   EXHIBIT 10.3


                               [HARPO LETTERHEAD]


                                        As of October 6, 1995


Mr. Stephen W. Palley
King World Productions, Inc.
1700 Broadway
New York, New York 10019


Dear Steve:

Reference is made to the existing agreement between King World Productions,
Inc. ("King World") and HARPO, Inc. ("HARPO") (which agreement, as amended to
date, is herein referred to as the ("Existing Agreement").

For good and valuable consideration as set forth herein, the parties hereby
confirm their further agreement as follows:

1.  HARPO hereby exercises its option pursuant to the Existing Agreement, as
modified hereby, to produce and have Oprah Winfrey host episodes of the Show
for Year 11 and Year 12.

2.  Notwithstanding any provision set forth in the Existing Agreement to the 
contrary:

    (a)  The Production Fee for Year 10 shall be


                           [This is struck out text.]


    (b)  The Production Fee for Year 11 shall, subject to clause (iii) below,
    be 

                           [This is struck out text.]


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                                                                    [HARPO LOGO]

Mr. Stephen W. Palley
As of October 6, 1995
Page 2


                           [This is struck out text.]


        (c)  The Guarantee for Year 11 shall be payable on and not before
        January 2, 1996.

        (d)  The initial installment of the Guarantee for Year 12, as
        contemplated by paragraph 4(b)(iii)(A) of the agreement dated March 17,
        1994 constituting a part of the Existing Agreement, shall be payable on
        and not before January 2, 1996.

3.  The price of King World stock for the purpose of the options to which Oprah
Winfrey and Jeffrey D. Jacobs are entitled pursuant to the option exercise
contemplated by this amendment shall be $36.00 per share, which represents the
closing market price of King World stock on October 6, 1995.

4.  All capitalized terms not otherwise defined herein shall be defined in
accordance with the Existing Agreement.

5.  The parties hereby confirm their agreement that, inasmuch as the letter
dated October 6, 1995 from HARPO to you did not fully or accurately reflect the
intention or understanding of the parties at that time, such letter is hereby
mutually rescinded ab initio.

6.  Except as expressly modified by this amendment, the Existing Agreement
shall remain in full force and effect. Moreover, HARPO shall indemnify King
World and hold it harmless from any liability or other costs or expenses
(including any fines, penalties and reasonable attorneys' fees) that are
incurred by King World arising out of the entering into of this amendment in
lieu of the letter referred to in paragraph 5. Each of HARPO and King World
shall keep the other party informed of any action 
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                                                                [HARPO LOGO]

Mr. Stephen W. Palley
As of October 6, 1995
Page 3

by any third party that might give rise to any indemnification pursuant to the
terms of the preceding sentence, and King World shall allow HARPO to
participate in the defense of any such action.

Very truly yours,


HARPO, INC.

By: /s/ Oprah Winfrey                         Dec. 22, '95
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    Oprah Winfrey
    Chairman of the Board


ACKNOWLEDGED AND AGREED:


KING WORLD PRODUCTIONS, INC.

By: /s/ Jonathan Birkhahn                     12/28/95
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    Jonathan Birkhahn
    Senior Vice President,
    Business Affairs and General Counsel


I hereby confirm that all of the representations, warranties and agreements
made by me in the Guarantee dated March 17, 1994 apply to the foregoing letter
agreement.

    /s/ Oprah Winfrey                         Dec. 22, '95
    ------------------------------------
    Oprah Winfrey