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Under New CEOs, 3 Nets Set Big Plans

Roughly one year ago, three cable networks with established
brands -- Lifetime Television, Comedy Central and E! Entertainment Television -- had just
lost their popular, longtime presidents.

Lifetime's board had decided not to renew Doug
McCormick's contract. Comedy president Doug Herzog had moved to the broadcast side to
become president of entertainment at the Fox network, where he eventually underwent a
baptism by fire as the network's fall lineup flopped. And E! president and CEO Lee
Masters had just left to become president and CEO of what is now called Liberty Digital.

Today, Lifetime and Comedy have new chiefs who have been on
board just shy of 12 months -- Carole Black and Larry Divney, respectively.

In contrast, E! is still searching for a president. The
hunt, which had been on hiatus, resumed in August after acting chief Fran Shea decided
that she didn't want to replace Masters permanently. Both E! and Comcast Corp., which
owns a controlling interest in the network, claimed that they don't expect a
successor to be chosen soon.

But among the names mentioned as potential candidates for
the E! president's slot, according to sources, are Kate McEnroe, president of AMC
Networks, and Amy Banse, a vice president at Comcast.

During the past year, E! and Lifetime saw major turnover in
their executive ranks. Black brought in her own team as four top Lifetime officials
exited: executive vice president Jane Tollinger, senior vice president of research Barry
Kresch, senior vice president of marketing Mary Pat Ryan and senior vice president of
affiliate relations Bill Padalino.

E!'s executive exodus included Debra Green, senior
vice president of affiliate relations; Dale Hopkins, senior vice president of marketing;
and chief financial officer William Keenan.

While Comedy saw far less turnover, late last year it lost
its programming czar, Eileen Katz, who was instrumental in bringing the landmark animated
hit South Park to the network.

More so than 1999, this year may truly be the time when the
new top executives at the three networks -- including whomever winds up heading E! -- will
firmly put their stamps on their channels and even expand into new directions. Comedy, for
example, is looking to do a digital channel, and Lifetime is considering two new digital
services, which it could add to its Lifetime Movie Network to create a digital package for
operators.

All three networks will continue to ramp up their original
programming this year, with E! debuting its first made-for-TV movie, Best Actress,
in March.

Here's a look at what the three programming services
have planned for 2000, and where they came from last year.

LIFETIME

Lifetime will face a feisty new competitor in its niche
next month -- Geraldine Laybourne's Oxygen -- but Black publicly hasn't
expressed much concern about that threat. She said Lifetime has seen rivals for its
women's audience sprout up during the past few years, yet its ratings have still been
on the rise.

"We have tremendous competition, and we have had
tremendous competition," Black said. "Everyone is really going after women.
Women are the hot target now. Broadcasters have always been [going after them], as have
many cable networks that don't call themselves, as we do, television for women, but
yet it's clear that women are their targets. It's everyone from HGTV [Home &
Garden Television], Food Network, Romance Classics, E!, you name it. And some of them have
both [male and female] audiences, as we do, too."

Black, a veteran of KNBC-TV in Los Angeles, maintained that
more women viewers are coming to cable as they are offered more programming choices in the
medium, so the competition is causing the audience to expand. "As more people have
come into the category, Lifetime has grown," she added.

This year, Black's game plan is to jump-start
Lifetime's marketing efforts under the wing of one of her hires, executive vice
president of marketing Rick Haskins, increasing its media spending by 92 percent in
2000 from last year. "Wherever I've gone, I've always ratcheted up the
marketing," she said.

Lifetime will also expand its original informational
programming -- a genre that is one of Oxygen's program linchpins. But Black
maintained that Lifetime's moves are not a reaction to Oxygen, but rather a natural
next step for the dominant women's network, which reaches more than 75 million homes.

"We would have been revving up no matter what, and
we've already started this year," she said. "The women behind Oxygen are
awesome, and they'll probably have a good launch. But we have so many competitors
already that it just becomes another competitor."

Black believes her role last year was "re-energizing
the company, pulling everybody into the vision to be first in the hearts and minds
of women."

Black, who started her career as a brand manager at Procter
& Gamble Co., said she there is a lot of potential at Lifetime that hasn't been
taken advantage of. "I saw what was an incredible brand, and how big we could
be," she added. "The opportunity seemed so huge, and we hadn't done
everything we could to grow the brand."

According to Marissa Nance, vice president of entertainment
marketing at BBDO New York, "Carole Black is very astute at branding."

Black's favorite statistic, which she repeated to a
number of reporters, is that of the women who don't watch Lifetime, 41 percent said
they don't watch because they don't know what it's about -- not because
they saw it and didn't like it.

"And that's because we haven't really
marketed ourselves further than our own on-air, if you will," she said. "What an
opportunity that [41 percent] is."

So this year, the concept is to use print, radio, local
cable and promotions at retail outlets to get the word out about Lifetime to people other
than its own viewers. Part of the plan is to do cross-promotions with its corporate
parents, The Walt Disney Co. and Hearst Corp., the latter of which owns a stable of
popular women's magazines.

For example, Lifetime is working on a TV special on the
rebirth of Harper's Bazaar, according to Black.

And last fall, Lifetime began reairing ABC's hit Once
and Again
on Friday nights, just days after its first play on the broadcast network.
Lifetime and ABC, part of Disney, are talking about cross-promotion relating to that show,
Black said.

In another case of corporate synergy, Hearst's
TV-station group, Hearst-Argyle Television, is seeking contract extensions for Lifetime,
and carriage for LMN, from cable operators in exchange for retransmission consent.

Lifetime batted .500 with its new primetimeseries
this year. Beyond Chance, hosted by Melissa Etheridge, is considered a success, and
Black hopes to eventually be able to strip it.But a series hosted by wacky British
talk-show host Ruby Wax flopped, and it has been canceled.

Veteran primetime drama Any Day Now is going strong,
though. A special two-hour episode of the show in October posted a 3.1 rating, the highest
ever for an episode of a Lifetime original series.

In 1999, Lifetime's total-day ratings were up 11
percent, to a 1.0 from a 0.9, according to Nielsen Media Research. But the network was
flat in primetime at a 1.6.

This year, Black plans to bump up the amount of original
programming Lifetime is doing, particularly in daytime. The network is also doing two
pilots for primetime. The goal is three or four new original shows for daytime and one or
two new shows for primetime.

According to Black, adding more informational programming
to the mix is important for Lifetime. "It makes a lot of sense as a direction to go
in," she said. "I have a news background. And if you have a daily reason for
people to come into your programming, they will come in more frequently. To be more
topical is important."

That effort already started last year. In July, for
example, Black had Lifetime do news cut-ins, through ABC, to update viewers on the
disappearance of John F. Kennedy Jr.'s plane.

Lifetime is also exploring expanding beyond its current
digital service, LMN.

"We're looking at two other networks in the
digital field," Black said. "We're just waiting for research to come back
on that. But we should be able to offer cable operators a family of networks. Discovery
[Communications Inc.] has been successful with that, and A&E [Television Networks] has
done that extraordinarily well, and Disney [Channel] now with Toon Disney. With a brand as
strong as we have, we should be able to do that."

She declined to discuss what concepts Lifetime is
considering for digital.

Just as Oxygen is stressing the convergence of its cable
network and Web site, Lifetime is revamping its online offering. Black hired Jessica
Marshall, formerly of TV Guide Online, as senior vice president of Lifetime Online to
oversee that initiative.

"She's building a great team," Black said.
"Our strategy is how can we be additive. It's really important online to offer
something different than what you see on television."

COMEDY CENTRAL

Divney and his new No. 2 lieutenant, Bill Hilary, will have
a lot more to work with, in terms of dollars, for programming and marketing this year.

Comedy will have a programming budget of $122 million, up
22 percent from last year's $100 million. In 2001, its programming budget will
increase to $150 million. Comedy's marketing budget, as well, will increase to $25
million in 2000 compared with $17 million in 1999.

"There's going to be a big push with our Indecision
2000
election coverage," Divney said.

Divney, the network's well-liked former head of ad
sales, is also aiming to make Comedy more of an appointment network. "I want to make
it a real destination with viewers," he said.

To achieve that goal, he is looking to keep adding new
original programming, to cut down on repeats of shows on the network and to acquire better
theatrical titles. Comedy made inroads on the theatrical front last year, closing deals
for titles such as Dogma, Rushmore and Outside Providence.

And while South Park is no longer doing6-plus
ratings, as it did during the peak of its popularity, the show is still seen as fairly
solid. An equally raunchy new series that debuted in 1999, The Man Show,is
being considered a bona fide success, if not the cultural sensation that South Park proved
to be. The Man Show,a paean to young-male chauvinism, averages a 2.3
rating.

Comedy did nine pilots in 1999, compared with three or four
per year previously. The network just gave the green light to two new series for this
summer, Strip Mall and Don't Forget Your Toothbrush. "In the
programming department, we've hit our goals," Divney said.

In 1999, Comedy posted a 0.4 total-day rating, flat from
the prior year. It was also flat in primetime at a 0.7.

Unlike Lifetime and E!, Comedy didn't experience a
huge outflow of executives when Divney was promoted. However, it did recently lose its top
programmer, Katz, when Divney picked British Broadcasting Corp. veteran Hilary as his
general manager, a newly created position. Hilary, who starts work this month, will
oversee both marketing and programming for Comedy.

Divney said he may not replace Katz, but he may instead
restructure Comedy's programming department, making use of in-house talent.
"With Eileen gone, we can take another look at it," he added. "We have a
pretty good bench."

Comedy has several items on its agenda for this year,
including possibly launching a digital network. Divney hopes to be able to announce its
digital network in the first quarter.

"It's real estate, and it gives operators another
value component to offer on their digital packages," he added. "And everyone
else has one. We're looking at our library now, at our stand-up [shows] and so
forth."

The network is also looking to improve its Internet
presence, seeking alliances and partners for its Web site, according to Divney. "We
need to step up our Web site from what it is," he said. "We need original
content, so it's not just a promotional vehicle."

Comedy will also be going to MSOs with a license-fee
increase -- a process that started in 1999. "The brand has improved
substantially," Divney said, "but [cable operators] have a lot of
leverage."

Rob Stengel, a principal of consulting firm Continental
Consulting Group, believes Comedy has made strides. "I think the operators like the
product," he said.

Frank Hughes, senior vice president of programming at the
National Cable Television Cooperative, said Comedy has hit its stride. "It continues
to thrive, even though the euphoria of South Park has cooled off," he added.

Comedy has been on a roll in terms of distribution, which
Divney expects to continue this year. The network ended 1999 at 62.4 million subscribers,
and it plans to be in at least 66 million by the end of 2000.

E!

E! is the only one of the three networks that still
hasn't gotten a permanent president. "We still have a ways to go," Comcast
spokesman Joe Waz said. "We don't see anything imminent. The process is still
going forward."

E!'s search for a successor to Masters was put on hold
because Comcast was hoping that Shea, the acting president and former senior vice
president of programming, would take the post permanently. But in August, E! and
part-owner Comcast announced that Shea didn't want the job, and that she would act as
a consultant while the hunt resumed for Masters' replacement.

When Shea stepped in last year, she oversaw a major
restructuring of E!'s management -- one that ruffled some feathers and helped to
precipitate an exodus of executives.

Shea maintained that a number of the executive departures
were expected: Many of the officials were vested and were eligible for attractive
financial payouts at the end of last year. Shea also said she and Masters had discussed a
restructuring of the E! organization when he was weighing whether or not he would actually
leave the network.

Under Shea's wing and that of Greg Brannan, executive
vice president of programming and content, E!'s commitment to original programming
expanded last year. In primetime, the network began stripping popular shows such as Mysteries
& Scandals
and The E! True Hollywood Story.

In addition, E! is moving beyond reality-based shows and
into fiction this year. "Our next step is fiction," Brannan said. "That
pays dividends. Our fictional programs will look very at-home to our audience."

E! has unveiled plans to develop original movies and a
fictional series, as well, relating to Hollywood, TV and acting. The network has completed
Best Actress, and it will start production on two other movies, Spinning Out of
Control
and Becoming Dick,in the first quarter. E! has also completed
six episodes of its fiction series Hollywood Off-Ramp.

Nance said it's "very astute" for E! to
premiere its first original around Oscar time, since the network made a name for itself
with its Oscar-related shows, including Joan Rivers' notorious critiques of
attendees' attire.

E!, which is in 59.3 million homes, even has a game show in
the works, Search Party.

Last year, E! was flat in total-day ratings at a 0.3, but
it was up 25 percent in primetime, to a 0.5 from a 0.4.

E!'s digital network, Style, now reaches 6 million
subscribers. E! officials had projected last summer that Style would be in 10 million
homes by year's end. E!'s goal for the end of 2000 is for Style to be in 20
million homes.