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, 1999

                                       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, 1999 was
11,501,214 and 1,510,637, respectively.

   2

                                      INDEX

                                                                           PAGE

PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)

            Condensed consolidated balance sheets--March 31, 1999
            and December 31, 1998                                           3

            Condensed consolidated statements of operations and
            comprehensive income--Three months ended March 31,
            1999 and 1998                                                   5

            Condensed consolidated statements of cash flows--Three
            months ended March 31, 1999 and 1998                            6

            Notes to unaudited condensed consolidated financial             7
            statements

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             9

PART II     OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K                               16

Signatures                                                                 17

                                       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,
                                                   1999              1998
                                                -----------       ------------
                                                (UNAUDITED)
                                                                  
Assets
Current assets:
   Cash and cash equivalents                    $  12,479         $   6,664
   Accounts receivable, net                        13,534            14,445
   Prepaid expenses                                 1,344             1,461
   Other current assets                             1,667             1,374
                                                ---------         ---------
Total current assets                               29,024            23,944

Property and equipment                             78,297            75,606
   Less accumulated depreciation                  (41,034)          (40,042)
                                                ---------         ---------
Net property and equipment                         37,263            35,564

Other assets:
   Excess of cost over fair value of 
      assets acquired, net                         20,670            19,765
   Broadcast licenses, net                         45,644            41,190
   Other intangibles, deferred costs 
      and investments, net                          9,937             9,550
                                                ---------         ---------
Total other assets                                 76,251            70,505
                                                ---------         ---------
                                                $ 142,538         $ 130,013
                                                =========         =========

See notes to unaudited condensed consolidated financial statements.

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

                                                   MARCH 31,        DECEMBER 31,
                                                     1999              1998
                                                  -----------       ------------
                                                  (UNAUDITED)
                                                                    
LIABILITIES AND STOCKHOLDERS' EQUITY                                          
Current liabilities
   Accounts payable                               $     919         $   1,871
   Other current liabilities                          6,906             6,637
   Current portion of long-term debt                    262               181
                                                  ---------         ---------
Total current liabilities                             8,087             8,689

Deferred income taxes                                 5,486             5,401
Long-term debt                                       81,194            70,725
Broadcast program rights                                242               295
Other                                                   168               180

STOCKHOLDERS' EQUITY:
   Common stock                                         129               128
   Additional paid-in capital                        38,563            37,355
   Note receivable from principal stockholder          (658)             (648)
   Retained earnings                                  9,307             8,755
   Accumulated other comprehensive income                31                31
   Treasury stock                                       (11)             (898)
                                                  ---------         ---------
Total stockholders' equity                           47,361            44,723
                                                  ---------         ---------
                                                  $ 142,538         $ 130,013
                                                  =========         =========

Note: The balance sheet at December 31, 1998 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.

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   5
                            Saga Communications, Inc.
    Condensed Consolidated Statements of Operations and Comprehensive Income
                  (dollars in thousands except per share data)
                                    Unaudited

                                                      THREE MONTHS ENDED
                                                           MARCH 31,
                                                      ------------------
                                                     1999            1998
                                                  -----------     ------------

Net operating revenue                               $18,267         $15,620
Station operating expense:
       Programming and technical                      4,671           4,019
       Selling                                        4,978           4,447
       Station general and administrative             3,085           2,736
                                                    -------         -------
          Total station operating expense            12,734          11,202
                                                    -------         -------
Station operating income before corporate
    general and administrative,
    depreciation and amortization                     5,533           4,418
       Corporate general and administrative           1,167           1,017
       Depreciation and amortization                  1,803           1,628
                                                    -------         -------
Operating profit                                      2,563           1,773
Other expenses:
       Interest expense                               1,377           1,140
       Other                                            214              11
                                                    -------         -------
Income before income tax                                972             622
Income tax provision                                    416             266
                                                    -------         -------
Net income and comprehensive income                 $   556         $   356
                                                    =======         =======

Earnings per share (basic and diluted)              $   .04         $   .03
                                                    =======         =======
Weighted average common shares                       12,864          12,695
                                                    =======         =======
Weighted average common and common
    equivalent shares                                13,143          12,960
                                                    =======         =======

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,
                                                       ------------------
                                                     1999            1998
                                                  -----------     ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
    Cash provided by operating activities           $  2,572      $  2,401

CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of property and equipment             (1,576)       (1,326)
    Increase in intangibles and other assets            (216)          (69)
    Acquisition of stations                           (6,045)         (828)
                                                    --------      --------
Net cash used in investing activities                 (7,837)       (2,223)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term debt                      10,250         2,000
    Payments on long-term debt                           (20)       (1,958)
    Net proceeds from exercise of stock options          850            --
                                                    --------      --------
Net cash provided by financing activities             11,080            42

Net increase in cash and cash equivalents              5,815           220
Cash and cash equivalents, beginning of
   period
                                                       6,664         2,209
                                                    --------      --------
Cash and cash equivalents, end of
   period
                                                    $ 12,479      $  2,429
                                                    ========      ========

See notes to unaudited condensed consolidated financial statements.

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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, 1999 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1999. 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, 1998.

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, 1999, the Company acquired an AM and FM radio station (KAFE-FM and
KPUG-AM), serving the Bellingham, Washington market for approximately
$6,350,000.

On January 14, 1999, the Company acquired a regional and state farm information
network (The Michigan Farm Radio Network) for approximately $1,661,000,
including approximately $1,036,000 of the Company's Class A common stock.

All acquisitions were accounted for as purchases 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 and excess of cost over fair value of assets
acquired.

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

4.  COMMITMENTS

In February, 1999, the Company entered into an agreement to purchase WXVT-TV (a
CBS affiliate) serving the Greenville, Mississippi market for approximately
$5,200,000, including approximately $600,000 of the Company's Class A common
stock. The transaction is subject to the approval of the Federal Communications
Commission and is expected to close during the third quarter of 1999.

5.  SUBSEQUENT EVENTS

On April 1, 1999 the Company acquired KAVU-TV (an ABC affiliate) and a low power
Univision affiliate, serving the Victoria, Texas market for approximately
$11,875,000, including approximately $2,000,000 of the Company's Class A common
stock. The Company also assumed an existing Local Marketing Agreement for
KVCT-TV (a Fox affiliate).

On May 1, 1999 the Company acquired an AM radio station (KBFW-AM) serving the
Bellingham, Washington market for approximately $1,000,000.

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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 quarterly 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 involve the cost of acquiring
certain syndicated programming.

     During the years ended December 31, 1998 and 1997, and the three month
periods ended March 31, 1999 and 1998, 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, 1998 and
1997, Columbus accounted for an aggregate of 22% and 24%, respectively, and
Milwaukee accounted for an aggregate of 24%, of the Company's station operating
income. For the three months ended March 31, 1999 and 1998, Columbus accounted
for an aggregate of 16% and 23%, respectively, and Milwaukee accounted for an
aggregate of 21% and 27%, 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.

     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.

                                       9
   10

     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, 1999 and 1998, approximately 82% and 83%, respectively, of the
Company's gross revenue was from local advertising. To generate national
advertising sales, the Company engages an independent advertising sales
representative that specializes 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, 1998, the Company owned and operated thirty-seven radio
stations, one TV station and one radio information network. As a result of
acquisitions, as of March 31, 1999 the Company owned and operated forty-one
radio stations, one TV station, and three radio information networks.

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

     For the three months ended March 31, 1999, the Company's net operating
revenue was $18,267,000 compared with $15,620,000 for the three months ended
March 31, 1998, an increase of $2,647,000 or 17%. Approximately $1,578,000 or
60% of the increase was attributable to revenue generated by stations which were
not owned or operated by the Company for the comparable period in 1998. The
balance of the increase in net operating revenue represented a 7% 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 $1,532,000 or 14% to
$12,734,000 for the three months ended March 31, 1999, compared with $11,202,000
for the three months ended March 31, 1998. Of the total increase, approximately
$1,066,000 or 70% 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
1998. The remaining balance of the increase in station operating expense of
$466,000 represents a total increase of 4% in station operating expense
generated by stations owned and operated by the Company for the comparable
period in 1998.

                                       10
   11

     Operating profit increased by $790,000 or 45% to $2,563,000 for the three
months ended March 31, 1999, compared with $1,773,000 for the three months ended
March 31, 1998. The improvement was primarily the result of the $2,647,000
increase in net operating revenue, offset by the $1,532,000 increase in station
operating expense, a $175,000 or 11% increase in depreciation and amortization,
and a $150,000 or 15% increase in corporate general and administrative charges.
The increase in depreciation and amortization expense was principally the result
of the recent acquisitions. The increase in corporate general and administrative
charges was primarily attributable to deferred compensation charges of $40,000
pertaining to a discretionary contribution to the 401(k) plan. The remaining
increase in corporate general and administrative expenses of approximately
$110,000 represents additional costs due to the growth of the Company as a
result of the Company's recent acquisitions.

     The Company generated net income in the amount of approximately $556,000
($0.04 per share) during the three months ended March 31, 1999, compared with
net income of $356,000 ($0.03 per share) for the three months ended March 31,
1998, an increase of approximately $200,000. The increase in net income was
principally the result of the $790,000 improvement in operating profit offset by
a $237,000 increase in interest expense, a $203,000 increase in other expense, a
$150,000 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 the
Company's equity in the operating results of an investment in Reykjavik,
Iceland.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's policy is generally to repay its long-term debt with excess
cash on hand to reduce its financing costs. As of March 31, 1999, the Company
had $81,456,000 of long-term debt (including the current portion thereof)
outstanding and approximately $69,750,000 of unused borrowing capacity under the
Credit Agreement (as defined below).

     The Company has a credit agreement (the "Credit Agreement") with
BankBoston, N.A.; Fleet Bank, N.A.; Summit Bank; The Bank of New York; Union
Bank of California, N.A.; Bank One Indiana, N.A.; Bank of Scotland; Bank of
Montreal; First National Bank of Maryland; Rabobank Nederland; and Michigan
National Bank (collectively, the "Lenders"), with 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, 

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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 LIBOR plus 1.0% to 1.75% or the Agent bank's base rate
plus 0% to .75%. The spread over LIBOR and the prime rate vary from time to
time, depending upon the Company's financial leverage. The Company also pays
quarterly commitment fees equal of 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.

     At March 31, 1999, the Company had an interest rate swap agreement with a
total notional amount of $32,000,000 that it uses to convert the variable
Eurodollar interest rate of a portion of its bank borrowings to a fixed interest
rate. The swap agreement was entered into to reduce the risk to the Company of
rising interest rates. In accordance with the terms of the swap agreement, dated
November 21, 1995, the Company pays 6.15% calculated on a $32,000,000 notional
amount. The Company receives LIBOR (5.30% at March 31, 1999) calculated on a
notional amount of $32,000,000. Net receipts or payments under the agreement are
recognized as an adjustment to interest expense. The swap agreement expires in
December 1999. As the LIBOR increases, interest payments received and the market
value of the swap position increase. Approximately $77,000 in additional
interest expense was recognized as a result of the interest rate swap agreement
for the three months ended March 31, 1999 and an aggregate amount of $584,000 in
additional interest expense has been recognized since the inception of the
agreement.

     During the three months ended March 31, 1999, and 1998, the Company had net
cash flows from operating activities of $2,572,000, and $2,401,000,
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, 1999, the Company acquired an AM and FM radio station
(KAFE-FM and KPUG-AM), serving the Bellingham, Washington market for
approximately $6,350,000.

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     On January 14, 1999, the Company acquired a regional and state farm
information network (The Michigan Farm Radio Network) for approximately
$1,661,000, including approximately $1,036,000 of the Company's Class A common
stock.

     The acquisitions in the first quarter of 1999 were financed through funds
generated from operations and additional borrowings of $10,250,000 under the
Acquisition Facility.

     On April 1, 1999 the Company acquired KAVU-TV (an ABC affiliate) and a low
power Univision affiliate, serving the Victoria, Texas market for approximately
$11,875,000, including approximately $2,000,000 of the Company's Class A common
stock. The Company also assumed an existing Local Marketing Agreement for
KVCT-TV (a Fox affiliate).

     On May 1, 1999 the Company acquired an AM radio station (KBFW-AM) serving
the Bellingham, Washington market for approximately $1,000,000.

     In February, 1999, the Company entered into an agreement to purchase
WXVT-TV (a CBS affiliate) serving the Greenville, Mississippi market for
approximately $5,200,000, including approximately $600,000 of the Company's
Class A common stock. The transaction is subject to the approval of the Federal
Communications Commission and is expected to close during the third quarter of
1999.

     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,
1999 were approximately $1,576,000 ($1,326,000 in the comparable period in
1998). The Company anticipates capital expenditures in 1999 to be approximately
$3,000,000, which it expects to finance through funds generated from operations.

IMPACT OF THE YEAR 2000

     The Year 2000 Issue ("Y2K") is the result of computer programs being
written using two digits rather than four to define the applicable year. Any of
the Company's computer programs or hardware that have date-sensitive software or
embedded chips may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to produce broadcast signals, process financial transactions, or engage in
similar normal business activities. In addition, disruptions in the economy
generally resulting from Y2K issues could also materially adversely affect the
Company. The Company could be subject to litigation for computer systems
failure, equipment shutdown or failure to properly date business records. The
amount of potential liability and lost revenue cannot be reasonably estimated at
this time.

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     Based on recent assessments, the Company has determined that it will be
required to modify or replace portions of its software and certain hardware so
that those systems will properly utilize dates beyond December 31, 1999. The
Company presently believes that with modifications or replacements of existing
software and certain hardware, Y2K can be mitigated. However, if such
modifications and replacements are not made, or are not timely completed, Y2K
could have a material impact on the operations of the Company.

     The Company's plan to resolve Y2K involves the following four phases:
assessment, remediation, testing, and implementation. To date, the Company has
substantially completed its assessment of all systems that could be
significantly affected by Y2K. The assessment indicated that some significant
financial and operational systems could be affected by Y2K, including: i)
accounting and financial reporting systems, ii) broadcast studio equipment and
software necessary to deliver programming, iii) certain computer hardware not
capable of recognizing a four digit code for the applicable year, iv) certain
traffic and billing software, and v) certain local area networks. The assessment
phase will be completed in the second quarter of 1999. The Company is also
assessing the potential external risks associated with Y2K, including Y2K
compliance status of its significant external agents. To date the Company is not
aware of any external agent with a Y2K issue that would materially impact the
Company's result of operations, liquidity or capital resources. However, the
Company has no means of ensuring that external agents will be Y2K compliant. The
inability of external agents to complete their Y2K resolution process in a
timely fashion could materially impact the Company. The effect of non-compliance
by external agents is not determinable.

     The Company's remediation phase is to replace or upgrade to Y2K compliant
software and hardware if applicable for related systems based upon its findings
during the assessment phase. The Company anticipates completing this phase no
later than June 30, 1999. The Company's testing and implementation phases will
run concurrently for certain systems. Completion of the testing phase for all
significant systems is expected by September 30, 1999.

     The Company will utilize both internal and external resources to replace,
upgrade, test and implement the software and operating equipment for Y2K
modifications. The total Y2K project cost is estimated at approximately
$500,000, which includes the cost of new software and hardware, most of which
will be capitalized. The project is estimated to be completed not later than
September 30, 1999, which is prior to any anticipated impact on its operating
systems.

     The cost of the project and the date on which the Company believes it will
complete the Y2K modifications are based on management's best estimates, which
were derived utilizing numerous assumptions of future events, including the
continued availability of certain resources and other factors. However, there
can be no guarantee that these estimates will be achieved and actual results
could differ materially from those anticipated. Specific factors that might
cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, and similar uncertainties.

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   15

     The Company has contingency plans for certain critical applications and is
working on such plans for others. These contingency plans involve, among other
actions, manual work arounds and adjusting staffing strategies.

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.

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 1999 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, Y2K issues, 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. See "Business - Forward Looking Statements; Risk Factors" 1998 Form 10-K.

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                           PART II - OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K

      (a)     EXHIBITS

              27     Financial Data Schedule

      (b)     Reports on Form 8-K

              None

                                       16
   17

                                   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 14, 1999                              /s/ Samuel D. Bush 
                                                 -------------------------------
                                                 Samuel D. Bush
                                                 Vice President, Chief Financial
                                                 Officer, and Treasurer
                                                 (Principal Financial Officer)

                                          

Date:  May 14, 1999                              /s/ Catherine A. Bobinski
                                                 -------------------------------
                                                 Catherine A. Bobinski
                                                 Vice President, Corporate 
                                                 Controller and
                                                 Chief Accounting Officer
                                                 (Principal Accounting Officer)

                                       17

 5
 1,000
 U.S. DOLLARS

                   3-MOS
                          DEC-31-1999
                             JAN-01-1999
                               MAR-31-1999
                                      1
                                          12,479
                                         0
                                   13,534
                                         0
                                          0
                                29,024
                                          78,297
                                (41,034)
                                 142,538
                            8,087
                                              0
                                0
                                          0
                                           129
                                      47,232
                   142,538
                                         18,267
                                18,267
                                                0
                                   12,734
                                 3,184
                                     0
                               1,377
                                    972
                                       416
                                556
                                       0
                                      0
                                            0
                                       556
                                      .04
                                      .04