by Marshall N. Morton, President and Chief Executive Officer, Reid Ashe, Executive Vice President and Chief Operating Officer, John Schauss, Vice President - Finance and Chief Financial Officer, and Lou Anne J. Nabhan, Vice President, Corporate Communications

Welcome from Lou Anne Nabhan

Thank you and good morning everyone. Welcome to Media General’s Third-Quarter Conference Call and Webcast.

Earlier today, Media General issued two press releases. We announced earnings for the third-quarter of 2005 and revenues for the month of September. Both press releases have been posted on our Web site. The comments from today’s conference call also will be posted on our Web site immediately following the call.

Today’s presentation contains forward-looking statements, which are subject to various risks and uncertainties. They should be understood in the context of the company’s publicly available reports filed with the SEC. Media General’s future performance could differ materially from its current expectations.

Our speakers today are Marshall Morton, president and chief executive officer; Reid Ashe, executive vice president and chief operating officer; and John Schauss, vice president-finance and chief financial officer. We will begin with Marshall.

Remarks from Marshall Morton

Thank you, Lou Anne, and good morning ladies and gentlemen.

Net income in the third quarter of $9.8 million amounted to 41 cents per share and compared with $15.7 million, or 66 cents per share, in last year’s third quarter.

This quarter’s results primarily reflect lower profit in the Publishing and Broadcast divisions, partially offset by improved performance in the Interactive Media Division, higher equity income from SP Newsprint, and lower interest expense.

In addition, energy expenses across the company were up $650,000 in the quarter and mostly reflected higher fuel costs to operate company vehicles and transportation subsidies to deliver our newspapers.

In the Publishing Division, a 5% increase in advertising revenue for the quarter primarily reflected continued strength in Classified advertising, especially help wanted. The Classifed category was up 9.4% in the quarter, despite persistent weakness in automotive classifieds in recent months. In addition, real estate classifieds have been quite strong. Retail advertising in the quarter was up 1.4% and mostly reflected the success of our targeted initiatives with smaller and mid-size advertisers as well as growth in preprints and use of color. National advertising growth in the quarter was nearly 1%, primarily the result of increased preprints.

As you know, for all of this year Media General’s advertising growth in Publishing has been at the top of the industry.

Publishing expenses for the quarter reflected higher costs for newsprint, employee benefits, energy, circulation growth programs and the introduction of several new products, including a new Spanish language product in Tampa.

Let me take a moment to talk in some detail about Circulation revenues. Largely due to a change in wholesale rates to carriers, for which there is a corresponding expense decrease, circulation revenues are down 4% year-to-date. Excluding this effect, circulation revenues were down only 0.7% for the year.

All of our newspapers entered this year with the challenge of increasing circulation. The Tampa Tribune, which has dramatically increased its circulation over the past few years, so far this year is about even with last year on Sunday and only slightly behind last year Daily. The Winston-Salem Journal is even with last year Daily and somewhat behind Sunday. Among our three metro papers, the Richmond Times-Dispatch has experienced the largest declines this year – a drop of 1.8% both Daily and Sunday. To turn this around, the circulation director who led our growth at The Tampa Tribune is moving into the Circulation Vice President position at the Richmond Times-Dispatch later this month.

Several of our Community newspapers have increased their circulation. Our Northern Virginia newspapers in Prince William County and Culpeper have increased circulation by a total of 4% Daily and 3.7% Sunday. One of our Florida community newspapers and two in Virginia also have increased circulation for the year.

The Broadcast Division, as you know, had a steep hill to climb this quarter to replace $8.5 million in Political revenues and $5 million in Olympics revenues from last year. We did close much of the gap through growth in Local time sales, which were $5.5 million ahead of last year. In addition, sales by our equipment subsidiary were nearly $1 million more than last year. However, total revenues were $2.6 million below last year. National time sales continued to be soft, primarily because of lower spending in the automotive category, but also in telecommunications and fast food. The Broadcast Division also had hurricane-related revenue losses exceeding $350 thousand in the quarter.

We are pleased that our Broadcast Division continues to outperform the industry average for time sales.

Broadcast expenses rose 9% in the quarter, which is more than anticipated and due in part to several items of a one-time nature. The higher revenues from our equipment subsidiary also resulted in higher cost of goods sold; excluding this amount, Broadcast expenses in the quarter were up 7.7%. This amount reflected higher costs for employee benefits, commissions related to new revenues, new business development programs, and hurricane-related amounts that exceeded $300,000. The Broadcast expense growth rate in the fourth quarter is expected to be lower than the third quarter.

Multiple hurricanes impacted several of our television stations in the quarter. Hurricane Dennis affected our stations in Mobile, Alabama, and Panama City, Florida; Hurricane Katrina affected our stations in Mobile, Jackson, Mississippi, and Hattiesburg, Mississippi; and Hurricane Rita affected our station in Alexandria, Louisiana. None of our employees was hurt in the storms, and the only property damage was to our tower in Hattiesburg, Mississippi, which has since been repaired.

Our regional focus enabled us to deploy human and technical resources to the areas where they were most needed. Because of reinforced staffing and the availability of special equipment, our stations were able to provide market-leading coverage. Quite often, our stations were the only ones that could remain on the air before, during and after landfall of the hurricane. One of the most useful features we were able to offer was live streaming video coverage on our television stations’ websites. We also leveraged our broadcast coverage through radio partnerships. The investments we made in serving our audiences during these crisis situations should enhance our position as the preferred provider of local news in the years ahead, in good times and bad.

We’re very pleased that our Interactive Media Division continues to report robust revenue growth, driven by online Classified advertising as well as new products and services. The division also continues to make significant strides toward becoming cash flow positive.

In the third quarter, this division acquired an enterprise called Blockdot, which pioneered advergaming and operates a network of casual game sites. Advergaming is the use of interactive games to deliver advertising messages that develop brand awareness and drive traffic to consumer-oriented Web sites. We look forward to expanding Blockdot’s business.

I’ll now ask Reid to discuss the details of our divisional operating performance for the third quarter. John will follow Reid with comments on below-the-line items and our financial position.

Remarks from Reid Ashe

Thank you, Marshall. I’ll start with the Publishing Division. Segment operating profit of $27 million declined 8.9% compared to last year, primarily driven by higher expenses, especially for newsprint and employee benefits.

Total Revenues for the third quarter increased $4.4 million, or 3.2%, and Advertising revenues increased 5%, driven primarily by higher Classified advertising, especially help wanted.

In the Classified category, revenues were $4.6 million, or 9.4%, above last year’s third quarter. Employment revenue was up in nearly all markets, while automotive classifieds continued to show a year-over-year decline. Real estate advertising, while mixed across markets, was generally strong.

At The Tampa Tribune, Classified advertising increased 16.2%. Employment advertising in Tampa was up 33%, automotive declined 9%, and real estate advertising was up 41%.

At the Richmond Times-Dispatch, Classified revenues increased 5.5% for the quarter. Employment advertising revenue increased 6.1%, real estate classifieds were up 29%, and automotive classifieds were down 16.7%.

At the Winston-Salem Journal, Classified revenues for the quarter increased 3%, with employment up 9.1%, real estate up 18.5%, and automotive down 15%.

Our Community Newspapers had solid gains in employment advertising as well, and results in the real estate and automotive categories were mixed. Overall, Classified advertising in our Community papers increased 5.1% for the quarter.

Retail revenues for the quarter increased $700,000, or 1.4%, mostly the result of gains from small and mid-size advertisers, color revenue, and strong preprints in most markets. At The Tampa Tribune, retail revenue increased 3.1%. This growth was primarily attributable to strength in preprints, color advertising, and higher spending in the entertainment and medical categories.

At the Richmond Times-Dispatch, Retail revenue declined 1.5%, mostly from losses in the department store and furniture categories.

The Winston-Salem Journal’s Retail revenues were down 5.8%, due to continued lower spending by department stores and to advertisers that have left the market.

Retail advertising at our Community Newspapers increased 1%, and the largest increases were at our newspapers in Northern Virginia, Charlottesville, Virginia, and Alabama.

National advertising revenues were 0.9% above last year. At The Tampa Tribune, National revenue was even with last year, as gains in the automotive and telecommunications categories were offset by declines in other categories. The Winston-Salem Journal also was even with last year, with gains in telecommunications advertising offset by lower automotive. At the Richmond Times-Dispatch, National revenues declined 1.8%, mainly due to lower telecommunications spending. Our Community Newspapers were up 7.1% in National revenues for the quarter, mostly because of preprints.

Circulation revenues for the quarter were $1.2 million below last year. $1 million of that decline was attributable to a change in the wholesale rate to carriers in a number of markets. There was also a corresponding expense decrease for this change in wholesale rates.

Publishing Division expenses for the third quarter increased 6.3% compared with last year’s third quarter. Higher newsprint prices, benefits, salaries and other departmental expenses contributed to the higher amount.

Salary expense increased 2.9%, and employee benefits were nearly 23% higher than last year, reflecting higher retirement and health care costs.

Newsprint expense was up 14% over last year, primarily the result of higher prices. The average price per ton this year was $540 compared with $474 last year. We have begun to switch some of our newspapers to lighter basis weight newsprint, including the Winston-Salem Journal and five of our community newspapers. This change will result in significant savings in consumption due to the higher yield.

Let’s now turn to the Broadcast Division. Third-quarter segment operating profit declined 38.5% compared with last year, reflecting a 3.4% decrease in revenues, mostly due to the absence of political and Olympics revenues this year, but also due to a 9% increase in expenses.

Gross time sales declined $3.9 million, or 5%, due to decreases in Political revenues and National time sales that offset a 12.7% gain in Local sales.

Year-to-date our station group continued to exceed the industry’s advertising growth rate as reported by TVB’s most recent monthly Group Time Sales survey. Industry time sales were down 5.4% compared to our 1% decline.

Local time sales, excluding Political, increased $5.5 million, or 12.7%. Our stations continued to focus on new business development, market-share gains generated by advertiser incentive programs, and improving spot inventory management and pricing. Local advertising categories showing the largest gains in the quarter included financial, fast food, medical and furniture.

National time sales, excluding Political, fell $1.4 million, or 5.4%. The automotive category was down 11% year-over-year, and other categories showing significant decreases were fast food and services.

Political revenues for the quarter were $444,000, compared with $8.5 million in last year’s third quarter.

Total expenses for the Broadcast Division were up 9% in the third quarter. Payroll costs increased 5.1% due largely to merit increases and commissions associated with higher Local sales. Employee benefits expense rose 25% due to higher health insurance and retirement costs. Other costs increased for new business development and sales incentive programs, higher electricity costs resulting from conversion to high definition television, and several other items, including those already discussed by Marshall.

Now, let’s turn to the Interactive Media Division. Its operating loss of $918 thousand was 39% better than its year-ago loss. Revenues of $5.3 million were up 49.3%.

Revenue growth came mainly from online Classified advertising rate increases as well as from new products that boosted both the Classified and Local advertising categories.

We’re introducing a new suite of Spanish-language services for the Tampa Bay area. That region’s Hispanic household growth has been extraordinary, and we’re making a long-term and significant commitment to serve it. First out, last month, was a new website, CENTROTampa.com, providing news, sports, entertainment and other information from a Hispanic perspective, in the Spanish language. Later this month we’ll launch a new weekly newspaper, CENTRO Mi Diario, with the greatest distribution of any Spanish-language product in the market. Soon we’ll begin providing brief news updates for participating Spanish-language broadcasters, branded “CENTRO Capsulas.” We’re also strengthening the Hispanic community’s coverage and representation in our English-language newspapers, TV station and websites.

I will now turn our presentation over to John.

Remarks from John Schauss

Thank you, Reid. Let me start off with the below-the-line items for the quarter, as we show them in the Business Segments table of our press release.

Interest expense decreased $546 thousand, or 7.1%, compared to last year, primarily due to lower average debt levels.

Equity income from our share of SP Newsprint increased to $888 thousand, compared to $316 thousand a year ago, due mainly to higher newsprint prices offset partially by increases in energy and ONP expense. SP Newsprint does not expect to be able to cover higher energy and other costs in the fourth quarter.

An increase in acquisition intangibles amortization was due to the shortening of the estimated lives of network affiliation intangible assets and the acquisition of Blockdot.

The effective tax rate for the quarter was 38%, compared with 37% in the prior year.

Total debt at the end of the third quarter was $496 million and represented 35% of total capital. Our debt outstanding included $201 million in bank debt, $200 million in public debt, and $95 million in consolidated variable interest entity debt.

Capital expendituresfor the third quarter were $16.1 million. Of that amount, Publishing Division capital expenditures of $8.8 million were invested mainly in new press control equipment at the Richmond Times-Dispatch, news and computer equipment at The Tampa Tribune, press projects at the Bristol Herald Courier and the Lynchburg News and Advance, a new operations facility for the Opelika-Auburn News, and expenses for a new advertising system that, on completion, will serve all our newspapers and their web sites. The Broadcast Division spent $5.4 million, mostly for the conversion to high-definition digital television. Expenditures by the Interactive Media Division and Corporate were $1.9 million, mostly for expense related to the renewal of our Microsoft enterprise agreement.

We now expect total capital spending for 2005 of $81 million. This reduction from earlier amounts mostly reflects spending that will be deferred into next year.

EBITDA for the third quarter of 2005 of $39.9 million, compared with $48.3 million in the prior-year period, mostly reflecting lower net income.

After-tax cash flow was $26.8 million, compared with $31.4 million in the year-ago period.

Free cash flow in the third quarter was $10.8 million, compared with $21.5 million in last year’s third quarter, reflecting increased capital spending.

And, now, back to Marshall.

Remarks from Marshall Morton

Thank you, John.

Before we move to Q&A, I’d like to comment first on the status of FCC proceedings regarding cross ownership and then on our fourth-quarter outlook.

While the hurricanes that battered the Gulf Coast in the third quarter helped to demonstrate -- again -- the critical importance of strong local television news operations, the FCC has not yet moved forward with the court-ordered re-examination of its ownership regulations. Chairman Martin's efforts to re-start these proceedings have been stymied twice by the Commission's two Democrats. The White House needs to send up new nominees for Senate confirmation. We hope that will happen before the end of the year.

One of the best ways the FCC can ensure that communities of all sizes receive quality local news is to allow cross-ownership. Media General's experience continues to provide compelling evidence of the benefits of common ownership and convergence. As you know, we want to expand our efforts, and we are eager to make our case to the Commission.

Now, let me comment on our outlook for the fourth quarter of 2005.

For the Publishing Division, we expect revenue growth at rates similar to the third quarter. Classified revenues are expected to show continued strength, although the growth will not be as strong as in the third quarter when results compared to hurricane-related cancellations last year. Retail revenues in the fourth quarter should be stronger than the third quarter as a result of new revenue initiatives and holiday season spending. We expect National revenues to continue soft, especially in the telecommunications category.

For the Broadcast Division, new business development initiatives are expected to continue to boost Local time sales, and National spot sales for several stations should benefit from a tightening inventory. Overall, we expect Local and National time sales combined to be 12% above last year’s fourth quarter. That amount excludes Political advertising, and we do not expect to fully offset $20.5 million in Political revenues in last year’s fourth quarter.

We plan to provide earnings guidance as the fourth quarter unfolds.

That concludes our formal remarks, and, now, we will be pleased to take your questions.

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