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                                                                   EXHIBIT 10.43

                                                                    EXHIBIT A

                        TURNER BROADCASTING SYSTEM, INC.

                             1988 STOCK OPTION PLAN


                                AMENDMENT NO. 2

   WHEREAS, the Turner Broadcasting System, Inc. 1988 Stock Option Plan (as
heretofore amended, the "Plan") was approved by the Stock Option and
Compensation Committee (the "Committee") of the Board of Directors of Turner
Broadcasting System, Inc. (the "Corporation") and by the holders of a majority
of the outstanding shares of the stock of the Corporation entitled to vote
thereon at such time;

   WHEREAS, the Plan does not currently limit the aggregate number of shares of
Common Stock of the Corporation for which Options may be granted to any
individual during any calendar year;

   WHEREAS, the Plan does not currently provide the Committee the discretion to
establish different terms and conditions pertaining to the effect on an Option
granted under the Plan of the death, disability or other termination of
employment of the optionee thereof;

   WHEREAS, the Committee in its administration of the Plan has determined that
it is in the best interest of the Corporation and the Optionees under the Plan
to amend the Plan as more fully described below, subject to the limitations set
forth in Section 20 of the Plan;

   WHEREAS, the Plan shall be amended as follows:

   1. Amendments. (a) Section 4 of the Plan is hereby amended by the insertion
of the following language at the end of the last sentence thereof:

   "; provided, however, that the aggregate number of shares of Common Stock for
   which Options may be granted to any individual during any calendar year may
   not, subject to adjustment as provided in Section 14 hereof, exceed 1,000,000
   shares of Common Stock reserved for the purposes of the Plan in accordance 
   with the provisions of Section 5 hereof"

   (b) Subject to the approval of the shareholders of the Corporation, Section
10 of the Plan is hereby amended by the addition of a subsection (f) at the end
thereof as follows:

   "(f) Committee Discretion. Notwithstanding the provisions of paragraphs (a),
   (b) or (c) of this Section 10, the Committee, in its sole and absolute
   discretion, may, at the date an Option is granted or thereafter, establish
   different terms and conditions pertaining to the effect on that Option of the
   death, disability or other termination of employment of the Optionee, to the
   extent permitted by applicable federal and state law."

   2. Effectiveness. The foregoing amendments to the Plan were approved on
April 15, 1994 by the Committee and were recommended for submission to the
shareholders of the Corporation for approval at the 1994 annual meeting of
shareholders. The amendment set forth in paragraph 1 (a) above became effective
upon approval thereof by the Committee. The amendment set forth in paragraph 1
(b) above shall become effective as of and only upon the approval by the
holders of a majority of the outstanding shares of the stock of the Corporation
represented at such annual meeting, provided that a quorum of shareholders is
present in person or by proxy.

   3. Defined Terms. All capitalized terms used herein without definition shall
have the meanings assigned thereto in the Plan.

   4. No Other Amendment. This Amendment No. 2 is limited precisely as written
and shall not constitute a modification of any other provision of the Plan.
Except as specifically modified or amended by this Amendment No. 2, the Plan
shall remain in full force and effect in accordance with its terms.

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