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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1994.
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________.

Commission file number 1-4278
Capital Cities/ABC, Inc.
(Exact name of registrant as specified in its charter)

New York 14-1284013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

77 West 66th Street, New York, N.Y. 10023-6298
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (212) 456-7777
Securities registered pursuant to Section 12(b) of the Act:

(Name of each exchange
(Title of each class) on which registered)
Common Stock, $0.10 par value New York Stock Exchange
Pacific Stock Exchange

Preferred Share Purchase Rights New York Stock Exchange
Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 [_]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of
the registrant is $11,706,000,000 as of February 28, 1995.

The number of shares outstanding of the issuer's common stock as of
February 28, 1995: 154,061,655 shares, excluding 29,873,305 treasury shares.

Portions of Part I are incorporated herein by reference to the 1994
Annual Report to Shareholders and the definitive Proxy Statement for the annual
meeting of shareholders to be held on May 18, 1995.

Part II and Part IV, with the exception of certain schedules and
exhibits, are incorporated herein by reference to the 1994 Annual Report to
Shareholders.

Part III is incorporated herein by reference to the definitive Proxy
Statement for the annual meeting of shareholders to be held on May 18, 1995.

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K-1

PART I

Item 1. Business.

Capital Cities/ABC Inc., directly or through its subsidiaries (the
"Company"), operates the ABC Television Network, eight television stations, the
ABC Radio Networks and 21 radio stations, and provides programming for cable
television. The Company, through joint ventures, is engaged in international
broadcast/cable services and television production and distribution. The Company
also publishes daily and weekly newspapers shopping guides, various specialized
and business periodicals and books, provides research services and also
distributes information from databases.

Employees

At December 31, 1994, the Company had approximately 20,200 full-time
equivalent employees: 10,500 in broadcasting operations, 9,450 in publishing
operations and 250 in corporate activities.

Industry Segments

Information relating to the industry segments of the Company's
operations is included on page 35 of the Company's Annual Report to Shareholders
and is hereby incorporated by reference. In 1994, the Company derived
approximately 85% and 70% of its broadcasting and publishing revenues,
respectively, from the sale of advertising. The remainder of the broadcasting
revenues are principally derived from subscriber-related fees and programming
distribution activities. The balance of publishing revenues are derived
primarily from subscription and other circulation receipts and the sale of
books.

Broadcasting

Television and Radio Networks

The Company operates the ABC Television Network which as of December 31,
1994 had 225 primary affiliated stations reaching 99.9% of all U.S. television
households. A number of secondary affiliated stations add to the primary
coverage. The ABC Television Network broadcasts programs in "dayparts" and types
as follows: Monday through Friday Early Morning, Daytime and Late Night, Monday
through Sunday Prime Time and News, Children's and Sports. The Company also
operates the ABC Radio Networks which served a total of approximately 3,400
affiliates as of December 31, 1994 through eight different program services,
each with its own group of affiliated stations. The ABC Radio Networks also
produces and distributes a number of radio program series for radio stations
nationwide.

Generally, the Company pays the cost of producing its own programs or
acquiring broadcast rights from other producers for its network programming and
pays varying amounts of compensation to its affiliated stations for broadcasting
the programs and commercial announcements included therein. Substantially all
revenues from network operations are derived from the sale to advertisers of
time in network programs for commercial announcements. The ability to sell time
for commercial announcements and the rates received are dependent on the
quantitative and qualitative audience that the network can deliver to the
advertiser, as well as overall advertiser demand for time in the network
marketplace.

The Company also produces prime-time television programs for the ABC
Television Network and for other exhibitors of television programs. For
television programs it produces, the Company pays the costs of production and
typically receives a license fee from the exhibitor for initial exhibition.
Generally, the license fees received for prime-time programs are less than the
costs of production. The Company then licenses the programs it owns for foreign
exhibition and, ultimately, for repeat exhibition in the United States.

K-2

Television and Radio Stations

The Company owns seven very high frequency (VHF) television stations,
one ultra high frequency (UHF) television station, eleven standard (AM) radio
stations and ten frequency modulation (FM) radio stations. All television
stations are affiliated with the ABC Television Network and all radio stations,
except as noted, are affiliated with the ABC Radio Networks. Markets,
frequencies and other station details are set forth in the following tables:

Television stations

Expiration Television
Station date of FCC market
and market Channel authorization ranking(1)
---------- ------- ------------- ----------

WABC-TV (New York, NY)................ 7 (2) 1
KABC-TV (Los Angeles, CA)............. 7 (2) 2
WLS-TV (Chicago, IL).................. 7 Dec. 1, 1997 3
WPVI-TV (Philadelphia, PA)............ 6 (2) 4
KGO-TV (San Francisco, CA)............ 7 (2) 5
KTRK-TV (Houston, TX)................. 13 (2) 11
WTVD (Durham-Raleigh, NC)............. 11 Dec. 1, 1996 32
KFSN-TV (Fresno, CA) ................. 30 (2) 57

Radio stations

Frequency Expiration Radio
Station AM-Kilohertz date of FCC market
and market FM-Megahertz authorization ranking(4)
---------- ------------ ------------- ----------

WABC (New York, NY)................... 770 K June 1, 1998 1
KABC (Los Angeles, CA)................ 790 K (2) 2
KMPC (Los Angeles, CA)................ 710 K Dec. 1, 1997 2
WLS (Chicago, IL)..................... 890 K Dec. 1, 1996 3
KGO (San Francisco, CA)............... 810 K Dec. 1, 1997 4
KSFO (San Francisco, CA).............. 560 K Dec. 1, 1997 4
WJR (Detroit, MI)..................... 760 K Oct. 1, 1996 6
WBAP (Fort Worth-Dallas, TX).......... 820 K Aug. 1, 1997 7
WMAL (Washington, DC)................. 630 K Oct. 1, 1995 8
WKHX (Atlanta, GA) (3)................ 590 K Apr. 1, 1996 12
KQRS (Minneapolis-St.Paul, MN)........ 1440 K Apr. 1, 1997 17

WPLJ(FM) (New York, NY)............... 95.5 M June 1, 1998 1
KLOS(FM) (Los Angeles, CA)............ 95.5 M (2) 2
WLS-FM (Chicago, IL).................. 94.7 M Dec. 1, 1996 3
WHYT(FM) (Detroit, MI)................ 96.3 M Oct. 1, 1996 6
KSCS(FM) (Fort Worth-Dallas, TX) (3).. 96.3 M Aug. 1, 1997 7
WRQX(FM) (Washington, DC)............. 107.3 M Oct. 1, 1995 8
WKHX-FM (Atlanta, GA) (3)............. 101.5 M Apr. 1, 1996 12
WYAY(FM) (Atlanta, GA) (3)............ 106.7 M Apr. 1, 1996 12
KQRS-FM (Minneapolis-St. Paul, MN).... 92.5 M Apr. 1, 1997 17
KEGE-FM (Minneapolis-St. Paul, MN).... 93.7 M Apr. 1, 1997 17

----------
(1) Based on Nielsen U.S. Television Household Estimates, 1994-1995 season.
(2) See "Licenses - Federal Regulation of Broadcasting-Renewal Matters" below
for description of pending license renewal applications and other matters.
(3) No ABC network affiliation.
(4) Based on Arbitron Radio Market Survey Schedule and Population Rankings
(Metro Survey area) as of Fall 1994.

K-3

Cable and International Broadcast

The Company's Cable and International Broadcast operations are
principally involved in the production and distribution of cable television
programming, in the licensing of programming to domestic and international
markets and in joint ventures in foreign-based television operations and
television production and distribution entities. Its primary services are:

ESPN Inc., an 80%-owned subsidiary which operates ESPN, a cable sports
programming service reaching 63,500,000 households domestically and
69,850,000 households in 130 countries internationally; ESPN2 reaches
17,100,000 households; ESPN also owns 33% of Eurosport a pan-European
satellite-delivered cable and direct-to-home sports programming service
reaching 58,900,000 households; and 20% of Japan Sports Network;

A&E Television Network, a 37 1/2%-owned cable programming service
devoted to cultural and entertainment programming and reaching
55,800,000 households;

Lifetime Television, a 50%-owned cable programming service devoted to
women's lifestyle programming and reaching 58,400,000 households;

Tele-Munchen Fernseh GmbH & Co., a 50%-owned Munich, Germany based
television and theatrical production/distribution company which also
has interests in cinemas;

RTL 2 Fernsehen GmbH & Co., a 23%-owned Munich, Germany based general
entertainment commercial broadcasting company reaching 23,500,000
households;

Scandinavian Broadcasting System SA, a 23%-owned Luxembourg based
company with interests in television and radio stations, satellite-
delivered cable and direct-to-home programming services, and television
production, serving the various Scandinavian countries;

Hamster Productions, S.A., 33 1/3%-owned, and Tesauro, S.A., 25%-owned
television and theatrical production/distribution companies based in
Paris, France and Madrid, Spain, respectively.

Multimedia

The Company's newly established Multimedia Group is exploring ways to
expand the Company's participation as a content provider with respect to the
emerging technologies. The division's major initiatives involve the development,
publication and distribution of content for narrow-band on-line services, the
interactive software market, interactive television platforms, and a number of
out-of-home video ventures. The division includes the Capital Cities/ABC Video
Publishing unit, which acquires rights to and produces programming for the home
video market.

Competition

The ABC Television Network competes for viewers with the other
television networks, independent television stations, other video media such as
cable television, multipoint distribution services ("MDS," which employ non-
broadcast frequencies to transmit subscription television services to individual
homes and businesses), direct broadcast services, satellite television program
services and video cassettes. In the sale of advertising time, it competes with
other television networks, independent television stations, suppliers of cable
television programs and other advertising media such as newspapers, magazines
and billboards. Substantial competition also exists for exclusive broadcasting
rights for television programs. The ABC Radio Networks likewise compete with
other radio networks and radio programming services, independent radio stations,
and other advertising media.

The Company's television and radio stations are in competition with
other television and radio stations, cable television systems, MDS, direct
broadcast services, satellite television program services, video cassettes and
other advertising media such as newspapers, magazines and billboards. Such
competition occurs primarily in individual market areas. Generally, a television
station in one market does not compete directly with other stations in other
market areas. Nor does a group of stations, such as those owned by the Company,
compete with any other group of stations as such. While the pattern of
competition in the radio station industry is basically the same, it is not
uncommon for radio stations outside of a market area to place a signal of
sufficient strength within that area (particularly during nighttime hours) to
gain a share of the audience. However, they generally do not realize
significantly increased advertising revenues as a result.

K-4

The Company's Cable and International Broadcast operations compete with
a number of companies involved in developing and supplying program services for
cable, television syndication and theatrical distribution, and with conventional
television broadcasters. The Multimedia operations face competition from
numerous broadcast, cable, computer software, production and distribution
companies which are also pursuing opportunities in the new technologies. The
development of these businesses could adversely affect the future of
conventional television broadcasting.

In addition the Company's broadcast operations face potential
competition from numerous new satellite and cable technologies and distribution
systems, and from signal-enhancing technologies such as high definition
television or in radio, "digital audio" radio. Although most of these
technologies are in experimental phases all have the potential to further
increase the entertainment and information alternatives available to consumers.
In some instances the Company may itself participate in these new technologies.
Regulatory, technical and economic issues make it impossible to predict whether
or when such technologies will become viable or competitive.

Licenses -- Federal Regulation of Broadcasting

Television and radio broadcasting are subject to the jurisdiction of the
FCC under the Communications Act of 1934, as amended (the "Communications Act").
The Communications Act empowers the FCC, among other things, to issue, revoke or
modify broadcasting licenses, determine the location of stations, regulate the
equipment used by stations, adopt such regulations as may be necessary to carry
out the provisions of the Communications Act and impose certain penalties for
violation of its regulations.

Renewal Matters

Broadcasting licenses are granted for a maximum period of seven years,
in the case of radio stations, and five years, in the case of television
stations, and are renewable upon application therefor. During certain periods
when a renewal application is pending, new applicants may file for the frequency
and may be entitled to compete with the renewal applicant in a comparative
hearing, and others may file petitions to deny the application for renewal of
license. Renewal applications are now pending for KABC(AM), KLOS-FM, KTRK-TV,
KABC-TV, KGO-TV, KFSN-TV, WABC-TV and WPVI-TV. In the case of KABC(AM), KLOS-FM,
KABC-TV, KGO-TV, KFSN-TV, WABC-TV and WPVI-TV, the time to file competing
applications and petitions to deny has passed, and no such filings have been
made against these stations. In the case of KTRK-TV, two petitions to deny have
been filed. The Company believes both petitions are without merit and is
vigorously opposing them. All of the Company's other owned stations have been
granted license renewals by the FCC for regular terms.

In 1992 the U.S. District Court for the District of Columbia issued a
Memorandum Opinion and Order in Shepherd et al. v. American Broadcasting
Companies, Inc. et al., Civil Action No. 88-0954 (RCL), which entered a default
judgment against American Broadcasting Companies, Inc. and the Company on a
complaint alleging discrimination in employment practices at the ABC News Bureau
in Washington, DC, in violation of District of Columbia law. The default was
based on a conclusion that "the defendants impeded and obstructed the litigation
process by . . . destruction and alteration of a crucial document and through
the harassment of witnesses and filing false and misleading affidavits." In
1993, the District Court issued a Memorandum Opinion on reconsideration that
withdrew many of the findings of misconduct previously made but reaffirmed other
such findings (as well as the default judgment). On June 13, 1994, the Court
entered an Order and Final Judgment awarding plaintiffs money damages against
ABC. ABC filed a Notice of Appeal on July 7, 1994. The appeal is pending.

The Company believes that the District Court's decision is factually and
legally incorrect, and has appealed the default judgment (and the supporting
findings of misconduct that remain) to the U.S. Court of Appeals for the
District of Columbia Circuit. However, the policies of the FCC call for the
agency to evaluate whether an adjudication of misconduct of the kind found in
Shepherd should bear on the qualifications of the licensee, even though the
adjudication is pending on appeal. The FCC

K-5

had approved the Company's acquisition of radio station WYAY(FM), Gainesville,
GA in 1993, KEGE-FM, Minneapolis-St. Paul, MN in 1994 and KSFO(AM), San
Francisco, CA and KMPC-AM, Los Angeles, CA in 1995 without prejudice to any
action the agency may take in light of the ultimate outcome of the Shepherd
decision. On January 14, 1994, the Company submitted to the FCC amendments to
its pending license renewal applications urging that it and its subsidiaries
should be found fully qualified, to hold broadcast licenses, even if the
misconduct findings of the District Court were ultimately upheld. Pending FCC
action on that issue the Company will urge the FCC to apply the WYAY(FM), KEGE-
FM, KSFO(AM) and KMPC-AM precedents to permit the acquisition of new stations,
the sale of existing stations or the renewal of existing licenses.

Ownership Matters

The Communications Act prohibits the assignment of a license or the
transfer of control of a licensee without prior approval of the FCC, and
prohibits the Company from having any officer or director who is an alien and
from having more than one-fifth of its shares owned of record or voted by
aliens, representatives of aliens, foreign governments, representatives of
foreign governments or corporations organized under the laws of foreign
countries.

The FCC's "multiple ownership" rules impose a variety of restrictions on
the ownership or control of broadcast stations by a single party. The television
"duopoly" rule bars control or ownership of significant interests in two
television stations that serve the same area. Less severe restraints are imposed
on the control or ownership of AM and FM radio stations that serve the same
area; in a number of situations, a single party may control or own an AM and/or
an FM "duopoly" -- two AM and/or two FM stations -- in the same market area. The
rules also preclude the grant of applications for station acquisitions that
would result in the creation of new radio-television combinations in the same
market under common ownership, or the sale of such a combination to a single
party, subject to the availability of waiver. Under FCC policy, waiver
applications that involve radio-television station combinations in the top 25 TV
markets where there would be at least 30 separately owned, operated and
controlled broadcast licensees after the proposed combination will generally be
favorably received. Under present FCC rules, a single entity may directly or
indirectly own, operate or have a significant interest in up to 20 AM and 20 FM
radio stations, and up to twelve television stations (VHF or UHF), provided that
those television stations operate in markets containing cumulatively no more
than 25% of the television households in the country. For this purpose,
ownership of a UHF station will result in the attribution of only 50% of the
television households in the relevant market. The Company owns eight television
stations, of which seven are VHF, resulting in a total penetration of the
nation's television households, for purposes of the multiple ownership rules, of
23.33%. The Company also owns 11 AM and 10 FM radio stations. The Company has
pending applications at the FCC to acquire television stations WJRT-TV, Flint MI
and WTVG, Toledo, OH. Company ownership of these stations is permissible under
the multiple ownership rules contingent on the grant of waivers for which the
Company has applied.

By statute, radio and/or television licensees may not acquire new
ownership interests in daily newspapers published in the same markets served by
their broadcast stations. The Company currently owns daily newspapers in two
markets in which it also holds radio licenses. For purposes of these rules, The
Oakland Press and WJR(AM) and WHYT(FM), licensed to Detroit, are treated as in
the same market, as are the Fort Worth Star-Telegram and WBAP(AM) and KSCS(FM),
licensed to Fort Worth. Absent an FCC waiver, the Company could not under the
rules acquire additional broadcast stations in these markets nor could the
current broadcast/newspaper combinations be transferred together. In 1993, the
Congress relaxed a restriction previously imposed on the FCC so as to allow the
FCC to grant waivers of the rules with respect to newspaper/radio station cross-
ownership in the top 25 markets where at least 30 independent broadcast voices
would remain following a transfer if the FCC determines that a waiver would
serve the public interest. This new policy creates potential new acquisition
opportunities for the Company.

The FCC's rules also provide that television licensees may not own cable
television systems in communities within the service contours of their
television stations. In 1992 the FCC relaxed the rule that previously prohibited
common ownership of television networks and cable television systems to permit
such combinations subject to a national limit of 10% of, "homes passed" (i.e.,
homes within the service areas of cable systems) by cable as well as a local
limit of 50% of homes passed within any ADI (Area of Dominant Influence, i.e.,
local television market area as defined by Arbitron Television Ratings).

K-6

The FCC's rules generally provide that an entity will have the
licensee's broadcast stations or newspapers attributed to it for purposes of the
multiple ownership rules only if it holds the power to vote or control the vote
of 5% or more of the stock of a licensee. Qualifying mutual funds, insurance
companies, or bank trust departments may vote or control the vote of up to 10%
of the stock of a broadcast licensee before the licensee's stations would be
attributed to that entity.

Network Regulations

In 1993, the FCC eliminated rules that previously restricted the ability
of the Company as well as CBS Inc. ("CBS") and National Broadcasting Company,
Inc. ("NBC") to acquire financial interests in network television programs. In
the same proceeding, the FCC retained (subject to a complex two-year sunset
provision) rules that prevent the networks from engaging in active first-run or
"off-network" syndication of programs to television stations in the United
States, constrain the networks' discretion to determine when programs owned by
them will be made available for syndication, and prevent the networks from
acquiring from independent producers interests in first-run syndicated programs.
In September 1993, the FCC substantially denied petitions for reconsideration of
its May 1993 decision. The lawfulness of the regulations the agency has
retained, and of the 1993 modifications, was upheld by the United States Court
of Appeals for the Seventh Circuit on July 12, 1994. The FCC will conduct a
review of the remaining rules beginning by May 1995. They will sunset in
November 1995 unless the proponents of retention of the rules (to whom the FCC
has assigned the burden of proof) persuade the FCC to issue an order to the
contrary. In addition, other FCC rules effectively restrict the regular prime-
time programming schedules of ABC, CBS and NBC to three hours per night during
the period 7:00 P.M. to 11:00 P.M. on Monday through Saturday (the "Prime Time
Access Rule"). The FCC has recently begun a proceeding to reevaluate whether to
retain, eliminate or modify the Prime Time Access Rule. The Company is not able
to predict the outcome of these proceedings.

The Company's television network operations are subject to a consent
judgment (United States v. American Broadcasting Companies, Inc., 74-3600-RJK),
in the United States District Court for the Central District of California,
entered into and effective on November 14, 1980. Similar judgments have been
entered against CBS and NBC with respect to their television networks. In
November 1993 the United States District Court, upon a joint motion by the
United States Department of Justice, the Company, CBS and NBC, modified the
consent judgment to eliminate those provisions which prohibited the acquisition
of subsidiary rights and interests in television programs produced by
independent suppliers and restricted the ability of the Company (as well as CBS
and NBC) to engage in the business of distributing programs directly to
television stations in the United States or overseas. The consent judgment
continues to contain provisions regulating for a period expiring on November 14,
1995 certain aspects of the Company's contractual relationships with suppliers
of entertainment programming and with talent performers and other creative
contributors to ABC Television Network entertainment programming.

Broadcast/Cable/Other Competing Services Regulations

In 1992, Congress enacted the Cable Television Consumer Protection and
Competition Act. The Act gives television stations the right to elect "must
carry" protection (including protection on channel position) on local cable
systems. (The FCC's "must carry" rules require cable television systems
generally to carry the signals of television stations in whose service areas
they operate.) In the alternative, the Act permits local stations to negotiate
with cable systems the terms and conditions of "retransmission consent" to carry
their signals and to withhold their signals in the event that no consent on
terms and conditions is reached. The Act also reimposes cable system rate
regulation and introduces new regulations designed to ensure that MDS and other
multi-channel video programmers have access to programming to facilitate
competition with cable systems. The Act requires the FCC to conduct rulemaking
proceedings to establish national cable system ownership limits and limits on
cable channels devoted to video programmers in which the cable system has an
interest, and to prohibit coercive or discriminatory practices by cable
operators in dealings with video programmers (such as ESPN, ESPN2, A&E
Television Network and Lifetime Television). The Act also requires the FCC to
conduct rulemaking proceedings concerning increases which cable operators may
demand of subscribers with respect to various tiers of program services,
including cable programming services. The FCC has adopted regulations
implementing all of these statutory

K-7

provisions. These regulations could affect cable programming services' ability
to launch new services and could affect per subscriber rates charged to cable
operators as well as affect the total subscriber base for which advertising is
sold. Cable operators have filed lawsuits challenging many of the new Act's
provisions as well as regulations adopted under those provisions. The must
carry, retransmission consent, rate regulation and program access provisions
have been upheld as constitutional in federal court decisions. The decision
relating to must carry was appealed to the Supreme Court of the United States.
The Court issued a ruling on June 27, 1994 which did not decide the
constitutional question but vacated the lower court decision and remanded the
case for further proceedings to develop a fuller factual record. The decision
relating to the Act's other provisions has been appealed to the United States
Court of Appeals for the District of Columbia Circuit. The Company cannot
predict the outcome of this litigation.

The FCC also authorizes broadcast subscription television services and
MDS, and has expanded the number of frequencies available for MDS by allocating
two groups of four channels each for the so-called multichannel MDS, to be
awarded by lottery. The FCC has authorized licensees in the Instructional
Television Fixed Service to lease their excess capacity for commercial use,
including subscription television service, and has adopted rules facilitating
direct broadcast satellite operations. It has also created a new service of low
power television facilities to supplement existing conventional television
broadcast service.

The Company also faces potential competition to its broadcast and cable
program services and to its newspaper operations from telephone companies.
Telephone companies are seeking to expand their broadband networks to provide
both data transmission services ("electronic publishing") and video services to
the home. A number of recent developments may affect potential telephone company
competition. First the FCC decided in 1991 and 1992 to permit telephone
companies to offer "video dialtone" distribution services to programmers on a
common carrier basis without having to obtain a municipal cable franchise.
Appeals challenging this decision are pending in the United States Court of
Appeals for the District of Columbia Circuit. Second, six U.S. District Courts
as well as the Fourth and Ninth U.S. Courts of Appeals have ruled
unconstitutional the provision in the Cable Act of 1984 that prohibits telephone
companies from providing video programming directly to their telephone
subscribers ("the telco/cable cross ownership ban"). Finally, there are a number
of legislative proposals that would either eliminate or modify the telco/cable
cross ownership ban. The Company cannot predict the outcome of these
developments or the competitive effect of these services or potential services.

From time to time legislation may be introduced in Congress which, if
enacted, might affect the Company's operations or its advertising revenues.
Proceedings, investigations, hearings and studies are periodically conducted by
Congressional committees and by the FCC and other government agencies with
respect to problems and practices of, and conditions in, the broadcasting
industry. The Company cannot generally predict whether new legislation or
regulations may result from any such studies or hearings or the adverse impact,
if any, upon the Company's operations which might result therefrom.

The information contained under this heading does not purport to be a
complete summary of all the provisions of the Communications Act and the rules
and regulations of the FCC thereunder, or of pending proposals for other
regulation of broadcasting and related activities. For a complete statement of
such provisions, reference is made to the Communications Act, and to such rules,
regulations and pending proposals thereunder.

* * * * *

K-8

Publishing

The Company publishes newspapers and shopping guides, various
specialized and business periodicals and books; provides research services and
also distributes information from databases. Following is a summary of the
Company's historical operating performance, by type of publication, for the last
five years (000's omitted):

1994 1993 1992 1991 1990
---- ---- ---- ---- ----

Inches of advertising
Newspapers (a).......... 20,013 18,953 18,396 17,550 18,421
Specialized publications 3,307 3,055 3,004 2,921 3,399

Advertising revenue
Newspapers - ROP........ $337,703 $310,429 $301,182 $291,592 $307,634
Newspapers - inserts.... 63,314 58,732 55,278 51,695 49,800
Shopping guides......... 80,268 71,853 71,137 66,370 65,834
Specialized publications 301,467 277,077 270,885 267,974 307,686

Circulation revenue
Newspapers.............. $103,680 $101,112 $ 96,226 $ 93,697 $ 85,933
Specialized publications 63,843 51,182 47,253 53,024 59,471

Other operating revenue
Newspapers.............. $ 25,072 $ 21,700 $ 18,200 $ 14,323 $ 10,813
Shopping guides......... 5,273 4,851 4,220 3,589 4,171
Specialized publications
Books/Music........... 33,631 28,638 118,967 116,708 111,643
Research services,
data base and other.. 87,860 84,864 95,218 93,274 98,984

Total revenue
Newspapers.............. $529,769 $491,973 $470,886 $451,307 $454,180
Shopping guides......... 85,541 76,704 75,357 69,959 70,005
Specialized publications 486,801 441,761 532,323 530,980 577,784

Paid circulation at
year-end
Newspapers (Daily)...... 754 751 754 741 769
Newspapers (Sun.)....... 1,000 1,008 992 966 958
Specialized publications 1,355 1,324 1,356 1,768 2,164

----------
(a) Does not include inserts.

K-9

Daily Newspapers

The Company publishes seven daily newspapers in seven communities (five of
which have Sunday editions). The daily newspapers and their paid circulation are
as follows:

Daily Sunday
----- ------

The Kansas City Star....................... Morning 297,000 425,000
Fort Worth Star-Telegram................... All Day 249,000 343,000
The Oakland Press (Pontiac, MI)............ Morning 72,000 80,000
Belleville News-Democrat (Belleville, IL).. Morning 51,000 62,000
The Times Leader (Wilkes-Barre, PA)........ Morning 47,000 77,000
Albany Democrat-Herald (Albany, OR)........ Evening 22,000
The Daily Tidings (Ashland, OR)............ Evening 6,000

Weekly Newspapers

The Company publishes weekly community newspapers in four states. The
location by state, number of publications and aggregate circulation is set forth
below:

Number of Aggregate
State Publications Circulation
----- ------------ -----------

Illinois................................... 13 56,000
Michigan................................... 13 168,000
Oregon..................................... 6 39,000
Pennsylvania............................... 2 29,000

Shopping Guides and Real Estate Magazines

The Company distributes shopping guides and real estate magazines in eleven
states. The location by state, number of publications and aggregate circulation
is set forth below:

Number of Aggregate
State Publications Circulation
----- ------------ -----------

California................................. 8 2,078,000
Illinois................................... 1 13,000
Kansas..................................... 1 144,000
Michigan................................... 8 108,000
Missouri................................... 1 142,000
Nevada..................................... 4 113,000
Oregon..................................... 5 221,000
Pennsylvania............................... 2 73,000
Texas...................................... 1 22,000
Utah....................................... 1 24,000
Washington................................. 5 409,000

K-10

Specialized Publications

The Specialized Publications consists of three groups: the Diversified
Publishing Group, the Fairchild Publications Group, and the Financial Services
and Medical Group. Through these groups it is engaged in gathering and
publishing business news and ideas for industries covered by its various
publications; in the publishing of consumer, special interest, trade and
agricultural publications; and in research and database services. All of the
publications are printed by outside printing contractors. Following are the
significant publications and services:

Title Frequency Circulation
----- --------- -----------

Diversified Publishing Group
Agricultural Publishing Group
Feedstuffs............................ Weekly 18,000
Tack 'n Togs Merchandising............ 13 times per year 21,000*

In addition, the Agricultural Publishing Group publishes nineteen state and
regional farm magazines with an aggregate circulation of 876,000, serving 38
states. The group also produces six farm shows and provides database and custom
publishing services to agricultural businesses.

Chilton Publications
American Metal Market...................... Daily 10,000
Assembly................................... 9 times per year 60,000*
Automotive Body Repair News................ Monthly 60,000*
Automotive Industries...................... Monthly 102,000*
Automotive Marketing....................... Monthly 40,000*
Cablevision................................ Semimonthly 15,000*
CED (Communications Engineering and Design) Monthly 18,000*
Commercial Carrier Journal................. Monthly 86,000*
Convergence................................ 10 times per year 20,000*
Distribution............................... Monthly 70,000*
Electronic Component News.................. Monthly 126,000*
Energy User News........................... Monthly 37,000*
Food Engineering........................... Monthly 60,000*
Food Engineering International............. 6 times per year 15,000*
Hardware Age............................... Monthly 68,000*
I&CS (Instrument & Control Systems)........ Monthly 93,000*
IAN (Instrumentation & Automation News).... Monthly 117,000*
IMPO (Industrial Maintenance & Plant
Operations)............................... Monthly 127,000*
Industrial Paint & Powder.................. Monthly 39,000*
Industrial Safety & Hygiene News........... Monthly 61,000*
Jewelers' Circular-Keystone................ Monthly 28,000
Manufacturing Systems...................... Monthly 115,000*
Metal Center News.......................... Monthly 15,000*
Motor Age.................................. Monthly 146,000*
Multichannel News.......................... Weekly 17,000
New Steel.................................. Monthly 18,000*
Outdoor Power Equipment.................... Monthly 18,000*
Owner Operator............................. 9 times per year 93,000*
Product Design and Development............. Monthly 162,000*

K-11

Title Frequency Circulation
----- --------- -----------

Quality................................... Monthly 90,000*
Review of Opthalmology.................... Monthly 17,000*
Review of Optometry....................... Monthly 34,000*
Video Business............................ Weekly 45,000*
Video Software Magazine................... Monthly 22,000*
Warehousing............................... 6 times per year 40,000*

Grupo Editorial Expansion, S.A.
Expansion................................. Biweekly 26,000
Obras..................................... Monthly 11,000
Manufactura............................... 6 times per year 35,000*

Los Angeles................................... Monthly 155,000

The Diversified Publishing Group also includes: Chilton Enterprises which
publishes automotive repair, craft and hobby books, provides custom market
research and conducts trade shows; and NILS Publishing Company, a database
publisher of information on insurance laws and regulations.

Fairchild Publications Group
Children's Business....................... Monthly 13,000*
Daily News Record......................... Daily 20,000
Footwear News............................. Weekly 18,000
Golf Pro Merchandiser..................... Monthly 13,000*
HFN....................................... Weekly 25,000
Home Fashions Magazine.................... 10 times per year 10,000*
Salon News................................ Monthly 79,000*
SportStyle................................ Monthly 26,000*
Supermarket News.......................... Weekly 52,000
W......................................... Monthly 334,000
Women's Wear Daily........................ Daily 56,000

Financial Services and Medical Group
Institutional Investor
Americas Edition.......................... Monthly 105,000*
International Edition..................... Monthly 39,000*
Infrastructure Finance.................... 6 times per year 19,000*
SELL!NG................................... 10 times per year 110,000

International Medical News Group
Clinical Psychiatry News.................. Monthly 33,000*
Family Practice News...................... Semimonthly 73,000*
Internal Medicine News.................... Semimonthly 101,000*
Ob. Gyn. News............................. Semimonthly 33,000*
Pediatric News............................ Monthly 37,000*
Skin & Allergy News....................... Monthly 19,000*

----------
*All, or substantially all, controlled circulation.

Certain operations within the Publishing Group also publish philatelic
magazines, cable guides, books, visuals, journals and newsletters, and conduct
meetings and seminars.

K-12

Competition

The Company's newspapers specialized publications and shopping guides
operate in a highly competitive environment. In the Company's various news
publishing activities it competes with almost all other information media,
including broadcast media, and this competition may become more intense as new
technologies are developed. Magazines and many newspapers publish substantial
amounts of similar business news and information, and deal with the same or
related special interests or industries, as those covered by the Company's
specialized publications. The Company's newspapers, specialized publications and
shopping guides compete for advertising with all other advertising forms of
media.

Raw Materials

The primary raw materials used by the Company's Publishing Group are
newsprint and other paper stock, which are purchased from paper merchants, paper
mills and contract printers and are readily available from numerous suppliers.

Item 2. Properties.

The Company's headquarters building at 77 West 66th Street in New York City
houses the corporate offices and the television network administrative staff,
and is owned by the Company.

The Company owns the ABC Television Center adjacent to the Company's
headquarters building on West 66th Street and ABC Radio Networks' studios at 125
West End Avenue in New York City. In Los Angeles, the Company owns the ABC
Television Center. The Company leases the ABC Television Network offices in Los
Angeles the ABC News Bureau facility in Washington, DC and the computer facility
in Hackensack, NJ under leases expiring on various dates through 2034. The
Company's broadcast operations and engineering facility and local television
studios and offices in New York City are leased, but the Company has the right
to acquire such properties for a nominal sum in 1997. The Company's 80%-owned
subsidiary ESPN owns ESPN Plaza in Bristol, CT from which it conducts its
technical operations. The Company owns the majority of its other broadcast
studios and offices and broadcast transmitter sites elsewhere, and those which
it does not own are occupied under leases expiring on various dates through
2039.

The Company owns and leases publishing subsidiaries'executive editorial and
other offices and facilities in various cities. For leased properties, the
leases expire on various dates through 2006. All of the significant premises
occupied by the newspapers are owned by the Company.

Item 3. Legal Proceedings.

American Broadcasting Companies, Inc. and two reporters have been named as
defendants in two defamation lawsuits arising out of certain ABC broadcasts
including the February 28, 1994 and March 7, 1994 editions of the ABC news
magazine Day One. On March 24, 1994, Philip Morris Companies, Inc. and Philip
Morris Incorporated filed a lawsuit in the Circuit Court of Richmond, Virginia
seeking $5,000,000,000 in compensatory damages and $5,000,000,000 in punitive
damages. On February 22, 1995, RJR Nabisco Holdings Corporation and R.J.
Reynolds Tobacco Company filed a lawsuit in Superior Court in Winston-Salem,
North Carolina seeking unspecified compensatory and punitive damages. Both
matters are in a pretrial stage.

All other litigation pending during 1994 was routine and incidental to the
business of the Company. For a discussion of the relevance of one item of
litigation in the regulatory context, see "Licenses -- Federal Regulation of
Broadcasting" under Item 1. Business.

Item 4. Submission of Matters to a Vote of Security Holders.

The information called for by this item is not applicable.

K-13

Executive Officers of the Company

Director Officer Title and positions during
Name Age since since the past five years
---- --- -------- ------- --------------------------

Thomas S. Murphy 69 1957 1958 Chairman of the Board of Directors and Chief Executive
Officer. From 1990 to February 1994 he was Chairman of
the Board of Directors. Prior to 1990 he was Chairman of
the Board of Directors and Chief Executive Officer.

Robert A. Iger 44 1994 1993 President and Chief Operating Officer and Director. From
1993 to September 1994 he was Executive Vice President
and President of ABC Television Network Group. Prior to
1993 he was President of ABC Entertainment.

John B. Fairchild 68 1968 1968 Executive Vice President, Chairman of Fairchild
Publications and Director.

Ronald J. Doerfler 53 1977 Senior Vice President and Chief Financial Officer.

Herbert A. Granath 66 1988 Senior Vice President, and President of Cable and
International Broadcast Group. Prior to 1993 he was Vice
President, and President of Video Enterprises.

Michael P. Mallardi 61 1986 Senior Vice President, and President of Broadcast Group.

Phillip J. Meek 57 1975 Senior Vice President, and President of Publishing Group.

Stephen A. Weiswasser 54 1986 Senior Vice President, and President of Multimedia Group.
From 1993 to October 1994 he was also Senior Vice
President and General Counsel. From 1991 to 1993 he was
Senior Vice President and Executive Vice President of ABC
News. In 1991 he was Senior Vice President and Executive
Vice President of ABC Television Network Group. Prior
thereto he was Senior Vice President and General Counsel.

David Westin 42 1991 Senior Vice President, and President of ABC Television
Network Group. From 1993 to September 1994 he was Senior
Vice President, and President of Production, ABC
Television Network Group. From 1991 to 1993 he was Senior
Vice President and General Counsel. Prior to 1991 he was
engaged in the practice of law as a partner in the law
firm of Wilmer, Cutler & Pickering.

Alan N. Braverman 47 1993 Vice President and General Counsel. From 1993 to October
1994 he was Vice President and Deputy General Counsel.
Prior to 1993 he was engaged in the practice of law as a
partner in the law firm of Wilmer, Cutler & Pickering.

Allan J. Edelson 52 1981 Vice President and Controller.

David J. Vondrak 49 1986 Vice President and Treasurer.

There is no relationship by blood, marriage or adoption among the officers.
All officers hold office at the pleasure of the Board of Directors.

K-14

PART II

Item 5. Market for the Registrant's Common Stock and Related Security Holder
Matters.

The information called for by this item is included on page 39 of the 1994
Annual Report to Shareholders and is incorporated herein by reference.

Item 6. Selected Financial Data.

The information called for by this item is included on pages 24 and 25 of
the 1994 Annual Report to Shareholders and is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

The information called for by this item is included on pages 19 through 23
of the 1994 Annual Report to Shareholders and is incorporated herein by
reference.

Item 8. Financial Statements and Supplementary Data.

The information called for by this item is included on pages 26 through 39
of the 1994 Annual Report to Shareholders and is incorporated herein by
reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

The information called for by this item is not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Incorporated herein by reference to the Company's definitive Proxy
Statement for the annual meeting of shareholders to be held on May 18, 1995.
Information concerning the executive officers is included in Part 1 on page
K-14.

Item 11. Executive Compensation.

Incorporated herein by reference to the Company's definitive Proxy
Statement for the annual meeting of shareholders to be held on May 18, 1995.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Incorporated herein by reference to the Company's definitive Proxy Statement
for the annual meeting of shareholders to be held on May 18, 1995.

Item 13. Certain Relationships and Related Transactions.

The information called for by this item is not applicable.

K-15

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) 1. & 2. Financial statements and financial statement schedules.

The financial statements and schedules listed in the
accompanying index to the consolidated financial statements are
filed as part of this annual report.

3. Exhibits.

The exhibits listed on the accompanying index to exhibits are
filed as part of this annual report.

(b) Reports on Form 8-K.

None filed during Fourth Quarter 1994.

K-16

CAPITAL CITIES/ABC, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
COVERED BY REPORT OF CERTIFIED PUBLIC ACCOUNTANTS
(Item 14(a) 1. & 2.)

Reference
------------------------
Annual Report
to
Shareholders Form 10-K
------------- ---------

Consolidated balance sheet at December 31, 1994 and
December 31, 1993........................................... 28
For the years ended December 31, 1994, 1993 and 1992
Consolidated statement of income........................... 26
Consolidated statement of cash flows....................... 27
Consolidated statement of stockholders' equity............. 30
Notes to consolidated financial statements................... 31
Financial statement schedule for the years ended December 31,
1994, 1993 and 1992
II -- Valuation and qualifying accounts.................... K-19

All other schedules have been omitted since the required information is not
applicable or is not present in amounts sufficient to require submission of the
schedule or because the information required is included in the consolidated
financial statements including the notes thereto.
* * * * *
The consolidated financial statements of Capital Cities/ABC Inc. listed in
the above index which are included in the Annual Report to Shareholders for the
year ended December 31, 1994 are hereby incorporated by reference. With the
exception of the Items referred to in Items 1, 5, 6, 7, and 8, the 1994 Annual
Report to Shareholders is not to be deemed filed as part of this report.
--------------------------------------------------------------------------------
CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report on Form
10-K of Capital Cities/ABC Inc. for the year ended December 31, 1994 of our
report dated February 28, 1995 included in the 1994 Annual Report to
Shareholders of Capital Cities/ABC, Inc.

Our audits also included the financial statement schedule of Capital
Cities/ABC, Inc. listed in item 14(a). This schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole
presents fairly in all material respects the information set forth therein.

We also consent to the incorporation by reference in the Registration
Statements Form S-8 No. 33-25918 for the registration of 200,000 shares, Form S-
8 No. 33-33761 for the registration of 2,000,000 shares, Form S-3 No. 33-38117
for the registration of Debt Securities and Warrants to purchase Debt
Securities, Form S-3 No. 33-39652 for the registration of Debt Securities and
Warrants to purchase Debt Securities, Form S-8 No. 33-52563 for the registration
of 600,000 shares and Form S-8 No. 33-52947 for the registration of 2,000,000
shares and an indeterminate number of plan interests and in the related
Prospectuses and documents constituting Prospectuses, of our above report.

ERNST & YOUNG LLP

New York, New York
March 20, 1995

K-17

CAPITAL CITIES/ABC, INC.

INDEX TO EXHIBITS (Item 14 (a) 3.)

(3)(a) Restated Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit (3)(a) to the Company's Quarterly Report on
Form 10-Q for the period ended July 3, 1994.

(3)(b) Current By-laws of the Company. Incorporated by reference to
Exhibit (3) to the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1990.

(4)(a) Capital Cities/ABC, Inc. Standard Multiple-Series Indenture
Provisions dated December 7, 1990. Incorporated by reference to Exhibit (4)(a)
to Registration Statement No. 33-38117.

(4)(b) Indenture, dated as of December 15, 1990 between the Company and
Manufacturers Hanover Trust Company (now Chemical Bank), as Trustee, with
respect to Senior Debt Securities. Incorporated by reference to Exhibit (4)(b)
to Registration Statement No. 33-38117.

(4)(c) Indenture, dated as of April 1, 1991 between the Company and
Manufacturers Hanover Trust Company (now Chemical Bank), as Trustee, with
respect to Subordinated Debt Securities. Incorporated by reference to Exhibit
(4)(c) to Registration Statement No. 33-39652.

(4)(d) Revolving Credit Agreement, dated as of January 3, 1986, as
amended and restated as of June 30 1987, among the Company, Chemical Bank and
certain other banks. Incorporated by reference to Exhibit (4)(d) to the
Company's Annual Report on Form 10-K for 1987.

(4)(e) Second Amendment, dated as of June 30, 1989, to the Revolving
Credit Agreement set forth in Exhibit (4)(d) above. Incorporated by reference to
Exhibit 4(e) to the Company's Annual Report on Form 10-K for 1989.

(4)(f) Third Amendment, dated as of April 30, 1992, to the Revolving
Credit Agreement set forth in Exhibits (4)(d) and (4)(e) above. Incorporated by
reference to Exhibit 4(f) to the Company's Annual Report on Form 10-K for 1992.

(4)(g) Fourth amendment, dated as of July 29, 1994 to the Revolving
Credit Agreement set forth in Exhibits (4)(d), (4)(e) and, (4)(f) above.
Incorporated by reference to Exhibit (4) to the Company's Quarterly Report on
Form 10-Q for the period ended October 2, 1994.

(4)(h) Other instruments defining the rights of holders of long-term
debt of the Company and its consolidated subsidiaries are not being filed since
the total amount of securities authorized under any of such instruments does not
exceed 10 percent of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of any such instrument
to the Securities and Exchange Commission upon request.

(4)(i) Rights Agreement, dated December 14, 1989, between the Company
and Harris Trust Company of New York with respect to the Preferred Share
Purchase Rights. Incorporated by reference to Exhibit 1 to the Company's Form
8-K dated December 15 1989.

(10)(a) Stock Purchase Agreement between the Company and Berkshire
Hathaway Inc., dated March 18, 1985. Incorporated by reference to Appendix B to
the Company's and American Broadcasting Companies, Inc.'s Joint Proxy
Statement--Prospectus dated May 10 1985.

(10)(b) Stock Purchase Agreement among the Company, Berkshire Hathaway
Inc. National Indemnity Company, National Fire and Marine Insurance Company,
Columbia Insurance Company, Nebraska Furniture Mart, Inc. and Cornhusker
Casualty Company, dated January 2, 1986. Incorporated by reference to Exhibit A
to the Schedule 13D dated January 8, 1986 filed by Berkshire Hathaway Inc. and
others in regard to the Company's common stock.

(10)(c) Amendment dated October 29, 1993 to the Stock Purchase Agreement
set forth in Exhibit (10)(b) above. Incorporated by reference to Exhibit 99(c)
to the Company's Schedule 13E-4 dated November 2, 1993.

*(10)(d) Supplemental Profit Sharing Plan of the Company, as amended
through April 9, 1992. Incorporated by reference to Exhibit (10)(c) to the
Company's Annual Report on Form 10-K for 1992.

*(10)(e) Benefit Equalization Plan of the Company, as amended through
January 1, 1994. Incorporated by reference to Exhibit (10)(e) to the Company's
Annual Report on Form 10-K for 1993.

*(10)(f) Incentive Compensation Plan of the Company, as amended through
December 9, 1993. Incorporated by reference to Exhibit (10)(f) to the Company's
Annual Report on Form 10-K for 1993.

*(10)(g) Employee Stock Option Plan of the Company, as amended through
December 15, 1987. Incorporated by reference to Exhibit (10)(f) to the Company's
Annual Report on Form 10-K for 1992.

K-18

*(10)(h) 1991 Stock Option Plan of the Company, as amended through March
19, 1991. Incorporated by reference to Exhibit (10)(g) to the Company's Annual
Report on Form 10-K for 1992.

*(10)(i) Contract dated January 2, 1968 between John B. Fairchild and
Fairchild Publications Inc. as amended by contract of June 1977 between Mr.
Fairchild and Capital Cities Media Inc. (a subsidiary of the Company) as
successor to Fairchild Publications, Inc. (Mr. Fairchild is an executive officer
and a director of the Company.) Incorporated by reference to Exhibit (10)(h) to
the Company's Annual Report on Form 10-K for 1992.

*(10)(j) The Company's Retirement Plan for Nonemployee Directors, as
adopted by Board of Directors resolution dated March 20, 1990. Incorporated by
reference to Exhibit (10)(i) to the Company's Annual Report on Form 10-K for
1992.

(13) The Company's 1994 Annual Report to Shareholders. (This report,
except for the portions thereof which are incorporated by reference in this Form
10-K, is furnished for the information of the Securities and Exchange Commission
and is not to be deemed "filed" as part of this Form 10-K.)

(21) Subsidiaries of the Company.

(99)(a) Form 11-K for the Company's Savings & Investment Plan for the
year ended December 31, 1994.

(99)(b) Undertakings.

* Executive officers' and directors' compensation plans and arrangements.

* * * * * * * * * *

VALUATION AND QUALIFYING ACCOUNTS--SCHEDULE II
(Thousands of Dollars)

Additions Deductions
------------------- -----------------------
Balance at Operating Charged Operating Accounts Balance
beginning companies to companies written-off, at close
of period acquired expense disposed net of period
--------- --------- ------- --------- ------------ ---------

Deducted from accounts and
notes receivable:
Year ended December 31, 1994.. $44,650 $22,596 $ (206) $(20,621) $46,419
Year ended December 31, 1993.. 35,114 $490 31,876 (22,830) 44,650
Year ended December 31, 1992.. 38,302 24 48,458 (8,680) (42,990) 35,114

K-19

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

CAPITAL CITIES/ABC, INC.
(Registrant)

/s/ THOMAS S. MURPHY
--------------------
(Thomas S. Murphy) March 20, 1995
Chairman of the Board
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

Principal Executive Officer:

/s/ THOMAS S. MURPHY
---------------------------
(Thomas S. Murphy) March 20, 1995

Principal Financial Officer:

/s/ RONALD J. DOERFLER
---------------------------
(Ronald J. Doerfler) March 20, 1995

Controller:

/s/ ALLAN J. EDELSON
---------------------------
(Allan J. Edelson) March 20, 1995

Directors:

/s/ ROBERT P. BAUMAN
---------------------------
(Robert P. Bauman) March 20, 1995

/s/ NICHOLAS F. BRADY
---------------------------
(Nicholas F. Brady) March 20, 1995

/s/ WARREN E. BUFFETT
---------------------------
(Warren E. Buffett) March 20, 1995

/s/ DANIEL B. BURKE
---------------------------
(Daniel B. Burke) March 20, 1995

/s/ FRANK T. CARY
---------------------------
(Frank T. Cary) March 20, 1995

/s/ JOHN B. FAIRCHILD
---------------------------
(John B. Fairchild) March 20, 1995

/s/ LEONARD H. GOLDENSON
---------------------------
(Leonard H. Goldenson) March 20, 1995

/s/ ROBERT A. IGER
---------------------------
(Robert A. Iger) March 20, 1995

/s/ FRANK S. JONES
---------------------------
(Frank S. Jones) March 20, 1995

/s/ ANN DIBBLE JORDAN
---------------------------
(Ann Dibble Jordan) March 20, 1995

/s/ JOHN H. MULLER, JR.
---------------------------
(John H. Muller, Jr.) March 20, 1995

/s/ THOMAS S. MURPHY
---------------------------
(Thomas S. Murphy) March 20, 1995

/s/ WYNDHAM ROBERTSON
---------------------------
(Wyndham Robertson) March 20, 1995

/s/ M. CABELL WOODWARD, JR.
---------------------------
(M. Cabell Woodward, Jr.) March 20, 1995

K-20