1
                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarterly Period ended March 31, 2000

                                       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 1-11588

                            Saga Communications, Inc.
             (Exact name of registrant as specified in its charter)

                Delaware                                         38-3042953
     (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)


           73 Kercheval Avenue
      Grosse Pointe Farms, Michigan                                48236
(Address of principal executive offices)                         (Zip Code)


                                 (313) 886-7070
              (Registrant's telephone number, including area code)


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  .

The number of shares of the registrant's Class A Common Stock, $.01 par value,
and Class B Common Stock, $.01 par value, outstanding as of April 30, 2000 was
14,590,241 and 1,888,296, respectively.
   2
                                      INDEX



                                                                                               PAGE
                                                                                           
PART I.        FINANCIAL INFORMATION

Item 1.        Financial Statements (Unaudited)

               Condensed consolidated balance sheets--March 31, 2000 and December 31,
               1999                                                                              3

               Condensed consolidated statements of operations and
               comprehensive income -- Three months ended March 31,
               2000 and 1999                                                                     5

               Condensed consolidated statements of cash flows--Three months ended
               March 31, 2000 and 1999                                                           6

               Notes to unaudited condensed consolidated financial statements                    7


Item 2.        Management's Discussion and Analysis of Financial Condition and Results
               of Operations                                                                    11

PART II        OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K                                                 18

Signatures                                                                                      19


                                       2
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                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


                            Saga Communications, Inc.
                      Condensed Consolidated Balance Sheets
                             (dollars in thousands)



                                                                        MARCH 31,             DECEMBER 31,
                                                                          2000                   1999
                                                                          ----                   ----
                                                                       (UNAUDITED)
                                                                                        
ASSETS
Current assets:
    Cash and cash equivalents                                           $  6,108               $ 11,342
    Accounts receivable, net                                              16,013                 18,121
    Prepaid expenses                                                       1,453                  1,642
    Other current assets                                                   1,570                  2,035
                                                                        --------------------------------
Total current assets                                                      25,144                 33,140

Property and equipment                                                    90,844                 88,991
    Less accumulated depreciation                                        (45,523)               (44,536)
                                                                        --------------------------------
Net property and equipment                                                45,321                 44,455

Other assets:
    Excess of cost over fair value of assets
       acquired, net                                                      20,335                 20,508
    Broadcast licenses, net                                               57,903                 53,360
    Other intangibles, deferred costs and
       investments, net                                                   14,697                 11,033
                                                                        --------------------------------
Total other assets                                                        92,935                 84,901
                                                                        ================================
                                                                        $163,400               $162,496
                                                                        ================================


See notes to unaudited condensed consolidated financial statements.

                                       3
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                            Saga Communications, Inc.
                      Condensed Consolidated Balance Sheets
                             (dollars in thousands)



                                                                       MARCH 31,           DECEMBER 31,
                                                                         2000                 1999
                                                                         ----                 ----
                                                                      (UNAUDITED)
                                                                                     
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts payable                                                   $  1,040             $  1,417
    Other current liabilities                                             9,106                8,572
    Current portion of long-term debt                                     2,378                  395
                                                                       ------------------------------
Total current liabilities                                                12,524               10,384



Deferred income taxes                                                     6,903                6,811
Long-term debt                                                           83,270               85,379
Broadcast program rights                                                    551                  602
Other                                                                       269                  218


STOCKHOLDERS' EQUITY:
    Common stock                                                            165                  165
    Additional paid-in capital                                           42,273               42,273
    Note receivable from principal stockholder                             (496)                (486)
    Retained earnings                                                    17,986               17,268
    Accumulated other comprehensive income                                   33                   33
    Treasury stock                                                          (78)                (151)
                                                                       ------------------------------
Total stockholders' equity                                               59,883               59,102
                                                                       ------------------------------
                                                                       $163,400             $162,496
                                                                       ==============================


Note: The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See notes to unaudited condensed consolidated financial statements.

                                       4
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                            Saga Communications, Inc.
    Condensed Consolidated Statements of Operations and Comprehensive Income
                  (dollars in thousands except per share data)
                                    Unaudited



                                                                                 THREE MONTHS ENDED
                                                                                       MARCH 31,
                                                                               2000                  1999
                                                                               ----                  ----
                                                                                             
Net operating revenue                                                        $22,042               $18,267
Station operating expense:
       Programming and technical                                               5,598                 4,671
       Selling                                                                 5,741                 4,978
       Station general and administrative                                      3,980                 3,085
                                                                             -----------------------------
          Total station operating expense                                     15,319                12,734
                                                                             -----------------------------
Station operating income before corporate general and administrative,
    depreciation and amortization                                              6,723                 5,533

       Corporate general and administrative                                    1,211                 1,167
       Depreciation and amortization                                           2,198                 1,803
                                                                             -----------------------------
Operating profit                                                               3,314                 2,563
Other expenses:
       Interest expense                                                        1,570                 1,377
       Other                                                                     425                   214
                                                                             -----------------------------
Income before income tax                                                       1,319                   972
Income tax provision                                                             599                   416
                                                                             -----------------------------
Net income and comprehensive income                                          $   720               $   556
                                                                             =============================

Earnings per share (basic and diluted)                                          $.04                  $.03
                                                                             =============================

Weighted average common shares                                                16,479                16,080
                                                                             =============================
Weighted average common and common equivalent shares
                                                                              16,861                16,429
                                                                             =============================


See notes to unaudited condensed consolidated financial statements.

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                            Saga Communications, Inc.
                 Condensed Consolidated Statements of Cash Flows
                             (dollars in thousands)
                                    Unaudited



                                                                                  THREE MONTHS ENDED
                                                                                       MARCH 31,
                                                                               2000               1999
                                                                               ----               ----
                                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES:
    Cash provided by operating activities                                    $  5,683           $  2,572

CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of property and equipment                                      (1,151)            (1,576)
    Proceeds from sale of assets                                                  259                  -
    Increase in intangibles and other assets                                   (3,755)              (216)
    Acquisition of stations                                                    (6,144)            (6,045)
                                                                             ----------------------------
Net cash used in investing activities                                         (10,791)            (7,837)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term debt                                                    -             10,250
    Payments on long-term debt                                                   (126)               (20)
    Net proceeds from exercise of stock options                                     -                850
                                                                             ----------------------------
Net cash provided by (used in) financing activities                              (126)            11,080

Net increase (decrease) in cash and cash equivalents                           (5,234)             5,815
Cash and cash equivalents, beginning of period                                 11,342              6,664
                                                                             ----------------------------
Cash and cash equivalents, end of period                                     $  6,108           $ 12,479
                                                                             ============================


See notes to unaudited condensed consolidated financial statements.

                                       6
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                            Saga Communications, Inc.
              Notes to Condensed Consolidated Financial Statements
                                    Unaudited


1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for annual
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Saga Communications,
Inc. Annual Report (Form 10-K) for the year ended December 31, 1999.


2.  INCOME TAXES

The Company's effective tax rate is higher than the statutory rate as a result
of certain non-deductible depreciation and amortization expenses and the
inclusion of state taxes in the income tax amount.


3.  ACQUISITIONS

On January 1, 2000, the Company acquired two FM and one AM radio station
(KICD-AM/FM and KLLT-FM) serving the Spencer, Iowa market for approximately
$6,400,000. The acquisition was accounted for as a purchase and, accordingly,
the total costs were allocated to the acquired assets and assumed liabilities
based on their estimated fair values as of the acquisition date. The excess of
consideration paid over the estimated fair value of the net assets acquired has
been recorded as broadcast licenses.

The following unaudited pro forma results of operations of the Company for the
three months ended March 31, 2000 and 1999 assume the 1999 and 2000 acquisitions
occurred as of January 1, 1999. The pro forma results give effect to certain
adjustments, including depreciation, amortization of intangible assets,
increased interest expense on acquisition debt and related income tax effects.
The pro forma results have been prepared for comparative purposes only and do
not purport to indicate the results of operations which would actually have
occurred had the combinations been in effect on the dates indicated, or which
may occur in the future.

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                            Saga Communications, Inc.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                    Unaudited


3.  ACQUISITIONS (CONTINUED)

Pro Forma Results of Operations for Acquisitions:
                  (In thousands except per share data)



                                                                               THREE MONTHS ENDED MARCH 31,
                                                                                  2000             1999
                                                                                  ----             ----
                                                                                           
    Net operating revenue                                                       $22,042           $20,143
    Net income                                                                     $720              $487
    Earnings per share (basic and diluted)                                         $.04              $.03


4.        SEGMENT INFORMATION

The Company's operations are aligned into two business segments: Radio and
Television. These business segments are consistent with the Company's management
of these businesses and its financial reporting structure.

The Radio segment includes all 41 of the Company's radio stations and three
radio information networks. The Television segment consists of 6 television
stations. The Radio and Television segments derive their revenue from the sale
of commercial broadcast inventory.

The category "Corporate and Other" represents the income and expense not
allocated to reportable segments.

The Company evaluates performance of its operating entities based on station
operating income before corporate general and administrative, depreciation and
amortization "station operating income". Management believes that station
operating income is useful because it provides a meaningful comparison of
operating performance between companies in the broadcasting industry and serves
as an indicator of the market value of a group of stations. Station operating
income is generally recognized by the broadcasting industry as a measure of
performance and is used by analysts who report on the performance of
broadcasting groups. Station operating income is not necessarily indicative of
amounts that may be available to the Company for debt service requirements,
other commitments, reinvestment in the Company or other discretionary uses.
Station operating income is not a measure of liquidity or of performance in
accordance with generally accepted accounting principles, and should be viewed
as a supplement to and not a substitute for the results of operations presented
on the basis of generally accepted accounting principles.

                                       8
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                            Saga Communications, Inc.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                    Unaudited


4.       SEGMENT INFORMATION (CONTINUED)




THREE MONTHS ENDED MARCH 31,                                                    CORPORATE AND
    2000:                                       RADIO          TELEVISION           OTHER            CONSOLIDATED
                                                -----          ----------           -----            ------------
                                                                                         
Net operating revenue                         $ 19,244          $ 2,798                  -             $ 22,042
Station operating expense                       13,128            2,191                  -               15,319
                                              -----------------------------------------------------------------
Station operating income                         6,116              607                  -                6,723
Corporate general and
    administrative                                   -                -            $ 1,211                1,211
Depreciation and amortization                    1,612              493                 93                2,198
                                              -----------------------------------------------------------------
Operating profit (loss)                       $  4,504          $   114            $(1,304)            $  3,314
                                              =================================================================

Total assets                                  $119,606          $27,266            $16,528             $163,400
                                              =================================================================






THREE MONTHS ENDED MARCH 31,                                                    CORPORATE AND
    1999:                                       RADIO          TELEVISION           OTHER            CONSOLIDATED
                                                -----          ----------           -----            ------------
                                                                                         
Net operating revenue                         $ 16,980          $ 1,287                  -             $ 18,267
Station operating expense                       11,810              924                  -               12,734
                                              -----------------------------------------------------------------
Station operating income                         5,170              363                  -                5,533
Corporate general and
    administrative                                   -                -            $ 1,167                1,167
Depreciation and amortization                    1,475              217                111                1,803
                                              -----------------------------------------------------------------
Operating profit (loss)                       $  3,695          $   146            $(1,278)            $  2,563
                                              =================================================================

Total assets                                  $113,615          $ 8,983            $19,940             $142,538
                                              =================================================================


                                       9
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                       Saga Communications, Inc.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                    Unaudited


5.  COMMITMENTS

In March 2000, the Company entered into an agreement to acquire an AM and FM
radio station (WHMP-AM/FM) serving the Northhampton, Massachusetts market for
approximately $12,000,000. The acquisition is subject to FCC approval and is
expected to close during the third quarter of 2000.

In March 2000, the Company also entered into an agreement to acquire an FM radio
station (WKIO-FM) serving the Champaign-Urbana, Illinois market for
approximately $7,000,000. The acquisition is subject to FCC approval and is
expected to close during the third quarter of 2000.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


RESULTS OF OPERATIONS

      The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto of Saga
Communications, Inc. and its subsidiaries contained elsewhere herein.


GENERAL

      The Company's financial results are dependent on a number of factors, the
most significant of which is the ability to generate advertising revenue through
rates charged to advertisers. The rates a station is able to charge are, in
large part, based on a station's ability to attract audiences in the demographic
groups targeted by its advertisers, as measured principally by periodic reports
by independent national rating services. Various factors affect the rate a
station can charge, including the general strength of the local and national
economies, population growth, ability to provide popular programming, local
market competition, relative efficiency of radio and/or broadcasting compared to
other advertising media, signal strength and government regulation and policies.
The primary operating expenses involved in owning and operating radio stations
are employee salaries, depreciation and amortization, programming expenses,
solicitation of advertising, and promotion expenses. In addition to these
expenses, owning and operating television stations involves the cost of
acquiring certain syndicated programming.

      During the years ended December 31, 1999 and 1998, and the three month
periods ended March 31, 2000 and 1999, none of the Company's operating locations
represented more than 15% of the Company's station operating income (i.e., net
operating revenue less station operating expense), other than the Columbus, Ohio
and Milwaukee, Wisconsin stations. For the years ended December 31, 1999 and
1998, Columbus accounted for an aggregate of 15% and 22%, respectively, and
Milwaukee accounted for an aggregate of 22% and 24%, respectively of the
Company's station operating income. For the three months ended March 31, 2000
and 1999, Columbus accounted for an aggregate of 15% and 16%, respectively, and
Milwaukee accounted for an aggregate of 24% and 21%, respectively, of the
Company's station operating income. While radio revenues in each of the Columbus
and Milwaukee markets have remained relatively stable historically, an adverse
change in these radio markets or these location's relative market position could
have a significant impact on the Company's operating results as a whole.

                                       11
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      Because audience ratings in the local market are crucial to a station's
financial success, the Company endeavors to develop strong listener/viewer
loyalty. The Company believes that the diversification of formats on its radio
stations helps the Company to insulate itself from the effects of changes in
musical tastes of the public on any particular format.

      The number of advertisements that can be broadcast without jeopardizing
listening/viewing levels (and the resulting ratings) is limited in part by the
format of a particular radio station and, in the case of television stations, by
restrictions imposed by the terms of certain network affiliation and syndication
agreements. The Company's stations strive to maximize revenue by constantly
managing the number of commercials available for sale and adjusting prices based
upon local market conditions. In the broadcasting industry, stations often
utilize trade (or barter) agreements to generate advertising time sales in
exchange for goods or services used or useful in the operation of the stations,
instead of for cash. The Company minimizes its use of trade agreements and
historically has sold over 95% of its advertising time for cash.

      Most advertising contracts are short-term, and generally run only for a
few weeks. Most of the Company's revenue is generated from local advertising,
which is sold primarily by each station's sales staff. For the three months
ended March 31, 2000 and 1999, approximately 81% and 82%, respectively, of the
Company's gross revenue was from local advertising. To generate national
advertising sales, the Company engages independent advertising sales
representatives that specialize in national sales for each of its stations.

      The Company's revenue varies throughout the year. Advertising
expenditures, the Company's primary source of revenue, generally have been
lowest during the winter months, which comprise the first quarter.

      As of March 31, 1999 the Company owned and operated forty-one radio
stations, one TV station, and three radio information networks. As a result of
acquisitions, as of March 31, 2000 the Company owned and/or operated forty-five
radio stations, six TV stations, and three radio information networks.

                                       12
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THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

      For the three months ended March 31, 2000, the Company's net operating
revenue was $22,042,000 compared with $18,267,000 for the three months ended
March 31, 1999, an increase of $3,775,000 or 21%. Approximately $2,070,000 or
55% of the increase was attributable to revenue generated by stations which were
not owned or operated by the Company for the comparable period in 1999. The
balance of the increase in net operating revenue represented a 9% increase in
revenue generated by stations owned and operated by the Company for the entire
comparable period. This increase was primarily the result of increased
advertising rates at the majority of such stations.

      Station operating expense (i.e., programming, technical, selling and
station general and administrative expenses) increased by $2,585,000 or 20% to
$15,319,000 for the three months ended March 31, 2000, compared with $12,734,000
for the three months ended March 31, 1999. Of the total increase, approximately
$1,585,000 or 61% was the result of the impact of the operation of stations
which were not owned or operated by the Company for the comparable period in
1999. The remaining balance of the increase in station operating expense of
$1,000,000 represents a total increase of 8% in station operating expense
generated by stations owned and operated by the Company for the comparable
period in 1999.

      Operating profit increased by $751,000 or 29% to $3,314,000 for the three
months ended March 31, 2000, compared with $2,563,000 for the three months ended
March 31, 1999. The improvement was primarily the result of the $3,775,000
increase in net operating revenue, offset by the $2,585,000 increase in station
operating expense, a $395,000 or 22% increase in depreciation and amortization
that was principally the result of the recent acquisitions, and a $44,000 or 4%
increase in corporate general and administrative charges.

      The Company generated net income in the amount of approximately $720,000
($0.04 per share on a diluted basis) during the three months ended March 31,
2000, compared with net income of $556,000 ($0.03 per share on a diluted basis)
for the three months ended March 31, 1999, an increase of approximately
$164,000. The increase in net income was principally the result of the $751,000
improvement in operating profit offset by a $193,000 increase in interest
expense, a $211,000 increase in other expense, and a $183,000 increase in income
taxes directly associated with the improved operating performance of the
Company. The increase in interest expense was principally the result of the
Company's additional borrowings to finance acquisitions. The increase in other
expense was principally the result of a $125,000 loss on the sale of a building
in one of the Company's markets and an $80,000 increase in the loss related to
the Company's equity in the operating results of an investment in Reykjavik,
Iceland.

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LIQUIDITY AND CAPITAL RESOURCES

      As of March 31, 2000, the Company had $85,648,000 of long-term debt
(including the current portion thereof) outstanding and approximately
$65,500,000 of unused borrowing capacity under the Credit Agreement (as
described below).

      The Company's credit agreement (the "Credit Agreement") has three
facilities (the "Facilities"): a $70,000,000 senior secured term loan (the "Term
Loan"), a $60,000,000 senior secured acquisition loan facility (the "Acquisition
Facility"), and a $20,000,000 senior secured revolving credit facility (the
"Revolving Facility"). The Facilities mature June 30, 2006. The Company's
indebtedness under the Facilities is secured by a first priority lien on
substantially all the assets of the Company and its subsidiaries, by a pledge of
its subsidiaries' stock and by a guarantee of its subsidiaries.

      The Acquisition Facility may be used for permitted acquisitions. The
Revolving Facility may be used for general corporate purposes, including working
capital, capital expenditures, permitted acquisitions (to the extent that the
Acquisition Facility has been fully utilized and limited to $10,000,000) and
permitted stock buybacks. On December 30, 2000, the Acquisition Facility will
convert to a five and a half year term loan. The outstanding amounts of the Term
Loan and the Acquisition Facility are required to be reduced quarterly in
amounts ranging from 2.5% to 7.5% of the initial commitment commencing on March
31, 2001. Any outstanding amount under the Revolving Facility will be due on the
maturity date of June 30, 2006. In addition, the Facilities may be further
reduced by specified percentages of Excess Cash Flow (as defined in the Credit
Agreement) based on leverage ratios.

      Interest rates under the Facilities are payable, at the Company's option,
at alternatives equal to Eurodollar plus 1.0% to 1.75% or the Agent bank's base
rate plus 0% to .75%. The spread over Eurodollar and the prime rate vary from
time to time, depending upon the Company's financial leverage. The Company also
pays quarterly commitment fees equal to 0.375% to 0.5% per annum on the
aggregate unused portion of the Acquisition and Revolving Facilities.

      The Credit Agreement contains a number of financial covenants which, among
other things, require the Company to maintain specified financial ratios and
impose certain limitations on the Company with respect to investments,
additional indebtedness, dividends, distributions, guarantees, liens and
encumbrances.

                                       14
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      At March 31, 2000, the Company has two interest rate swap agreements with
a total notional amount of $24,500,000. Coincident with these agreements, the
Company also has sold two interest rate caps under the same terms with a fixed
price of 6.0%. The swap agreements are used to convert the variable Eurodollar
interest rate of a portion of its bank borrowings to a fixed interest rate. In
accordance with the terms of the swap agreements, the Company pays 5.685%
calculated on a $24,500,000 notional amount. The Company receives LIBOR (6.28%
at March 31, 2000) calculated on a notional amount of $24,500,000. The interest
rate cap agreements requires that if on any reset date LIBOR is greater than
6.00% the Company will pay the difference between 6.00% and the LIBOR rate at
the reset date calculated on the notional amount of $24,500,000. As a result of
this combination, the Company will pay a rate of 5.685% with benefits up to 6%.
Should LIBOR increase above 6.00%, the Company will pay LIBOR less a 31.5 basis
point benefit. Net receipts or payments under the agreements are recognized as
an adjustment to interest expense. These agreements expire in September 2001.
Approximately $11,000 in additional interest expense was recognized as a result
of the interest rate swap and cap agreements for the year ended December 31,
1999. A decrease of approximately $20,000 in interest expense was recognized as
a result of the interest rate swap agreement for the three months ended March
31, 2000 and an aggregate decrease in interest expense of $9,000 has been
recognized since the inception of the agreement.

      During the three months ended March 31, 2000 and 1999, the Company had net
cash flows from operating activities of $5,683,000 and $2,572,000, respectively.
The Company believes that cash flow from operations will be sufficient to meet
quarterly debt service requirements for interest and scheduled payments of
principal under the Credit Agreement. If such cash flow is not sufficient to
meet such debt service requirements, the Company may be required to sell
additional equity securities, refinance its obligations or dispose of one or
more of its properties in order to make such scheduled payments. There can be no
assurance that the Company would be able to effect any such transactions on
favorable terms.

      On January 1, 2000, the Company acquired two FM and one AM radio station
(KICD-AM/FM and KLLT-FM) serving the Spencer, Iowa market for approximately
$6,400,000. The acquisition was financed through funds generated from
operations.

      In March 2000, the Company entered into an agreement to acquire an AM and
FM radio station (WHMP-AM/FM) serving the Northhampton, Massachusetts market for
approximately $12,000,000. The acquisition is subject to FCC approval and is
expected to close during the third quarter of 2000.

      In March 2000, the Company also entered into an agreement to acquire an FM
radio station (WKIO-FM) serving the Champaign-Urbana, Illinois market for
approximately $7,000,000. The acquisition is subject to FCC approval and is
expected to close during the third quarter of 2000.

                                       15
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      The Company anticipates that the above and any future acquisitions of
radio and television stations will be financed through funds generated from
operations, borrowings under the Credit Agreement, additional debt or equity
financing, or a combination thereof. However, there can be no assurances that
any such financing will be available.

      The Company's capital expenditures for the three months ended March 31,
2000 were approximately $1,151,000 ($1,576,000 in the comparable period in
1999). The Company anticipates capital expenditures in 2000 to be approximately
$4,500,000, which it expects to finance through funds generated from operations.

      In March 2000, the Company modified its Stock Buy-Back Program pursuant to
which the Company may purchase up to $4,000,000 of its Class A Common Stock.


IMPACT OF THE YEAR 2000

      The Company is not aware of any material problems resulting from Year 2000
issues, either with its internal systems, or the products and services of third
parties.


INFLATION

      The impact of inflation on the Company's operations has not been
significant to date. There can be no assurance that a high rate of inflation in
the future would not have an adverse effect on the Company's operations.

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FORWARD-LOOKING STATEMENTS

      Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. In addition, when used
in this Form 10-Q words such as "believes," "anticipates," "expects," and
similar expressions are intended to identify forward looking statements. The
Company cautions that a number of important factors could cause the Company's
actual results for 2000 and beyond to differ materially from those expressed in
any forward looking statements made by or on behalf of the Company. Forward
looking statements involve a number of risks and uncertainties including, but
not limited to, the Company's financial leverage and debt service requirements,
dependence on key personnel, dependence on key stations, U.S. and local economic
conditions, the successful integration of acquired stations, and regulatory
matters. The Company cannot assure that it will be able to anticipate or respond
timely to changes in any of the factors listed above, which could adversely
affect the operating results in one or more fiscal quarters. Results of
operations in any past period should not be considered, in and of itself,
indicative of the results to be expected for future periods. Fluctuations in
operating results may also result in fluctuations in the price of the Company's
stock. For a more complete description of the prominent risks and uncertainties
inherent in the Company's business, see "Business - Forward Looking Statements;
Risk Factors" in the Company's Form 10-K for the year ended December 31, 1999.

                                       17
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                           PART II - OTHER INFORMATION


Item 6.       Exhibits and Reports on Form 8-K



      (a)     Exhibits
           
              10(a)  Second Amendment to Employment Agreement of Edward K. Christian dated January 1, 2000

              10(e)  Chief Executive Officer Annual Incentive Plan of Saga Communications, Inc.

              27     Financial Data Schedule

      (b)     Reports on Form 8-K

              None


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                                   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.


                                 SAGA COMMUNICATIONS, INC.


Date:  May 13, 2000              /s/ Samuel D. Bush
                                 ----------------------------------------------
                                 Samuel D. Bush
                                 Vice President, Chief Financial
                                 Officer, and Treasurer
                                 (Principal Financial Officer)





Date:  May 13, 2000              /s/ Catherine A. Bobinski
                                 ----------------------------------------------
                                 Catherine A. Bobinski
                                 Vice President, Corporate Controller and Chief
                                 Accounting Officer
                                   (Principal Accounting Officer)

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