AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1997

REGISTRATION NO. 333-12257
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3/A

POST-EFFECTIVE
AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SINCLAIR BROADCAST GROUP, INC.
(Exact name of registrant as specified in its charter)

MARYLAND 4833 52-1494660
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)

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2000 WEST 41ST STREET
BALTIMORE, MARYLAND 21211
(410) 467-5005

(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
DAVID D. SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SINCLAIR BROADCAST GROUP, INC.
2000 WEST 41ST STREET
BALTIMORE, MARYLAND 21211
(410) 467-5005

(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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SEE TABLE OF ADDITIONAL REGISTRANTS.
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With a copy to:

GEORGE P. STAMAS, ESQ. STEVEN A. THOMAS, ESQ.
WILMER, CUTLER & PICKERING THOMAS & LIBOWITZ, P.A.
2445 M STREET, N.W. 100 LIGHT STREET -- SUITE 1100
WASHINGTON, D.C. 20037 BALTIMORE, MD 21202
(202) 663-6000 (410) 752-2468

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Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable and from time to time after the effective date
of this Registration Statement.

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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [x]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. []

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. []

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. []

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
- -------- -----------------------------------------------------------------------

1.1* Form of Common Stock Underwriting Agreement
1.2* Form of Debt Security Underwriting Agreement
1.3* Form of Preferred Stock Underwriting Agreement
4.1 Amended and Restated certificate of Incorporation (incorporated by
reference to the Company's Report on Form 10-Q for the quarterly period
ended June 30, 1996.)
4.2 Bylaws (incorporated by reference to the Company Registration Statement
on Form S-1, No. 33-90682)
4.3 Form of Class A Common Stock Certificate (incorporated by reference to
the Company's registration statement on Form S-1, No. 33-90682)
4.4 Form of Articles Supplementary relating to Preferred Stock issued
pursuant to this Registration Statement
4.5 Form of Senior Indenture
4.6 Form of Senior Subordinated Indenture
4.7* Form of Preferred Stock Certificate
4.8* Form of Depositary Agreement
4.9* Form of Depositary Receipt
5.1* Form of Opinion of Wilmer, Cutler & Pickering (including the consent
of such firm) regarding legality of securities being offered
5.2* Form of Opinion of Thomas & Libowitz, P.A. (including the consent of
such firm) regarding legality of securities being offered
12.1 Statement re computation of ratios
23.1 Consent of Wilmer, Cutler & Pickering (incorporated herein by reference
to Exhibit 5.1 hereto)
23.2 Consent of Arthur Andersen LLP,independent certified public accountants
23.3 Consent of KPMG Peat Marwick LLP, independent certified public
accountants
23.4 Consent of Price Waterhouse LLP, independent accountants, relating to
Financial Statements of Kansas City TV 62 Limited Partnership
23.5 Consent of Price Waterhouse LLP, independent accountants, relating to
financial statements of Cincinnati TV 64 Limited Partnership
23.6 Consent of Ernst & Young LLP, independent certified public accountants
23.7 Consent of Barry Baker to be named as a director
23.8 Consent of Roy F. Coppedge, III to be named as a director
24.1 Powers of Attorney for David D. Smith, Frederick G. Smith, J. Duncan
Smith, Robert E. Smith, Basil A. Thomas, William Brock, Lawrence
McCanna and David B. Amy.
25.1+ Statement of Eligibility of Trustee for Senior Subordinated Debentures

25.2 Statement of Eligibility of Trustee For Senior Debentures on Form T-1.

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* To be filed by amendment or as an exhibit to be incorporated by reference
herein in connection with an offering of the offered securities.

+ Filed herewith.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrants
certify that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this amendment to
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, Maryland on the 11th day of
December , 1997.

SINCLAIR BROADCAST GROUP, INC.

By: /s/ David B. Amy
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David B. Amy
Chief Financial Officer

THE GUARANTORS LISTED BELOW

By: /s/ David B. Amy
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David B. Amy
Chief Financial Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- --------------------------- --------------------------------------- ------------------

* Chairman of the Board, December 11, 1997
- ------------------------- Chief Executive Officer,
David D. Smith President and Director
of the Guarantors listed below
(Principal executive officer)

/s/ David B. Amy Chief Financial Officer and December 11, 1997
- ----------------------- Director of the Guarantors listed below
David B. Amy (other than Sinclair Communications, Inc.,)
(Prinicipal Financial and Accounting Officer
of Sinclair Broadcast Group, Inc. and
the Guarantors listed below

- ------------------------- Director of Sinclair Broadcast Group, December 11, 1997
Frederick G. Smith Inc. and Sinclair Communications,

*
- ------------------------- Director of Sinclair Broadcast Group,
J. Duncan Smith Inc. and Sinclair Communications,
Inc.

- ------------------------- Director of Sinclair Broadcast Group, December 11, 1997
Robert E. Smith Inc. and Sinclair Communications,
Inc.

II-2

SIGNATURE TITLE DATE
- --------------------------- --------------------------------------- ------------------

* Director of Sinclair Broadcast Group, December 11, 1997
- ------------------------- Inc. and Sinclair Communications,
Basil A. Thomas Inc.

* Director of Sinclair Broadcast Group, December 11, 1997
- ------------------------- Inc. and Sinclair Communications,
Lawrence E. McCanna Inc.

*By: /s/ David B. Amy
David B. Amy
Attorney-in-fact

GUARANTORS
Chesapeake Television, Inc.
Chesapeake Television Licensee, Inc.
FSF-TV, Inc.
KABB Licensee, Inc.
KDNL Licensee, Inc.
KSMO, Inc.
KSMO Licensee, Inc.
KUPN Licensee, Inc.
SCI-Indiana Licensee, Inc.
SCI-Sacramento Licensee, Inc.
Sinclair Communications, Inc.
Sinclair Radio of Albuquerque, Inc.
Sinclair Radio of Albuquerque Licensee, Inc.
Sinclair Radio of Buffalo, Inc.
Sinclair Radio of Buffalo Licensee, Inc.
Sinclair Radio of Greenville, Inc.
Sinclair Radio of Greenville Licensee, Inc.
Sinclair Radio of Los Angeles, Inc.
Sinclair Radio of Los Angeles Licensee, Inc.
Sinclair Radio of Memphis, Inc.
Sinclair Radio of Memphis Licensee, Inc.
Sinclair Radio of Nashville, Inc.
Sinclair Radio of Nashville Licensee, Inc.
Sinclair Radio of New Orleans, Inc.
Sinclair Radio of New Orleans Licensee, Inc.
Sinclair Radio of St. Louis, Inc.
Sinclair Radio of St. Louis Licensee, Inc.
Sinclair Radio of Wilkes-Barre, Inc.
Sinclair Radio of Wilkes-Barre Licensee, Inc.
Superior Communications of Kentucky, Inc.
Superior Communications of Oklahoma, Inc.
Superior KY License Corp.
Superior OK License Corp.
Tuscaloosa Broadcasting Inc.
WCGV, Inc.
WCGV Licensee, Inc.
WDBB, Inc.
WLFL, Inc.
WLFL Licensee, Inc.
WLOS Licensee, Inc.
WPGH, Inc.
WPGH Licensee, Inc.
WSMH, Inc.
WSMH Licensee, Inc.
WSTR, Inc.
WSTR Licensee, Inc.
WSYX, Inc.
WTTE, Channel 28, Inc.
WTTE, Channel 28 Licensee, Inc.
WTTO, Inc.
WTTO Licensee, Inc.
WTVZ, Inc.
WTVZ Licensee, Inc.
WYZZ, Inc.
WYZZ Licensee, Inc.

II-3

EXHIBIT INDEX
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SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- -------- ----------------------------------------------------------------------- ----------

25.2 Statement of Eligibility of Trustee For Senior Debentures on Form T-1.

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* To be filed by amendment or as an exhibit to be incorporated by reference
herein in connection with an offering of the offered securities.

+ Filed herewith.