SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the transition period from:    Not Applicable

Commission file number 1-14776

Hearst-Argyle Television, Inc.

None

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 twelve 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  ý        No  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   Yes  ý        No  o

Shares of the registrant’s common stock outstanding as of October 21, 2005: 92,920,671 shares (consisting of 51,622,023 shares of Series A Common Stock and 41,298,648 shares of Series B Common Stock).

HEARST-ARGYLE TELEVISION, INC.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

 HEARST-ARGYLE TELEVISION, INC.

Condensed Consolidated Balance Sheets

See notes to condensed consolidated financial statements.

HEARST-ARGYLE TELEVISION, INC.

Condensed Consolidated Statements of Income

See notes to condensed consolidated financial statements.

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HEARST-ARGYLE TELEVISION, INC.

Condensed Consolidated Statements of Cash Flows

See notes to condensed consolidated financial statements.

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Hearst-Argyle Television, Inc.

Notes to Condensed Consolidated Financial Statements

Tabular amounts in thousands, except per share data

The condensed consolidated financial statements include the accounts of Hearst-Argyle Television, Inc. and its wholly-owned subsidiaries (the “Company” or “we” or “us” or “our”), except for the Company’s wholly-owned subsidiary trust (the “Capital Trust”) which cannot be consolidated under the Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (“FIN 46(R)”).  With the exception of the unconsolidated subsidiary trust, all significant intercompany accounts have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements included in the Annual Report on our Form 10-K/A for the year ended December 31, 2004.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are normal and recurring in nature.  Operating results for the three and nine months ended September 30, 2005 and 2004 are not necessarily indicative of the results that may be expected for the full year.

Hurricane Katrina.  On August 29, 2005, Hurricane Katrina hit land in the Gulf Coast region directly affecting station WDSU-TV in New Orleans, Louisiana.  The station has incurred the loss of its analog and digital transmitters, certain motor vehicles and other equipment, as well as minor damage to its main studio facilities. The station has also incurred incremental expenses due to the damage caused by the hurricane and subsequent flooding.  We believe that our insurance coverage, including business interruption insurance, will mitigate the financial impact of Hurricane Katrina in future periods.  The Company has written off $2.4 million, which represents the net book value of the destroyed property, and has recorded a receivable from the insurance company for this amount as of September 30, 2005.  We have not recorded any anticipated property insurance proceeds in excess of the net book value of the lost equipment or any business interruption insurance proceeds.   The Company has not yet evaluated the long-term effects of Hurricane Katrina on its indefinite-lived intangible assets and goodwill.  WDSU-TV represents 4% of the Company’s total FCC License intangible assets.    WDSU-TV has resumed news production at its main studios in New Orleans and is being broadcast temporarily in New Orleans on Channel 49 pursuant to an agreement with Paxson Communications Corporation, and in Baton Rouge on UHF Channel 41 pursuant to an agreement with WBTR-TV.

Hearst Share Purchase Authorization.  On September 28, 2005, The Hearst Corporation (“Hearst”) and its indirect wholly-owned subsidiary Hearst Broadcasting, Inc. (“Hearst Broadcasting”), filed an amendment to their report of beneficial ownership on Schedule 13D with the Securities and Exchange Commission (“SEC”) to report an increase in Hearst Broadcasting’s authorization to purchase the Company’s Series A common stock from 20 million to 25 million shares.

Investment in Ripe Digital Entertainment, Inc. On July 27, 2005, the Company invested approximately $5 million in Ripe Digital Entertainment, Inc. (“Ripe TV”) representing a 31.25% interest.  Ripe TV was formed in 2003 to start an advertising-supported digital video-on-demand program network.  Launched in October 2005, the program service targets men aged 18-34 and is available for distribution via digital cable, broadband, Internet and/or wireless systems.  Since July 27, 2005, Steven A. Hobbs, Senior Vice President and Chief Legal and Development Officer, has served on the Board of Directors of Ripe TV, from which he does not receive compensation for his services.  We account for this investment using the equity method and in the three-month period ended September 30, 2005, we recorded an immaterial loss.

Investment in U.S. Digital Television.  On September 23, 2005, the Company and Hearst each invested approximately $1.5 million in U.S. Digital Television, LLC (“USDTV”), representing a combined 10% interest.  We and Hearst have each committed to invest an additional $1 million in 2006 if USDTV achieves certain milestones.  USDTV was formed to provide a national digital television programming distribution service using portions of the digital television spectrum.  Currently, the program service is available in Albuquerque, New Mexico, Las Vegas,

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Nevada and Salt Lake City, Utah. Our station, KOAT-TV in Albuquerque, currently leases a portion of its digital spectrum to USDTV.  In addition, since September 23, 2005, Steven A. Hobbs, Senior Vice President and Chief Legal & Development Officer, has served on the Board of Directors of USDTV, from which he does not receive compensation for his services. We account for this investment using the cost method.

Digital Television Transition.  The U.S. Congress is currently addressing legislation that would guide the transition from analog to digital television broadcasting.  A component of this legislation is a deadline for completion of the transition of the give back of analog spectrum.  The current deadline is an uncertain date based on a digital receiver penetration.  The House and Senate are contemplating a specific deadline that could be established for 2009.  When and if this or similar legislation is passed by Congress and signed into law by the President, the Company plans to reevaluate the estimated useful lives and residual values of certain equipment such as analog transmitters, which could accelerate future depreciation expense.  While subject to additional technical and engineering evaluations, the Company estimates that useful lives and depreciation expense with respect to equipment having a net book value of approximately $22 million as of December 31, 2004, is subject to change.  Such equipment is presently being depreciated over various remaining useful lives, some of which extend to 2014.

In May 2005, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 154, Accounting Changes and Error Corrections (“SFAS 154”).  SFAS 154 provides guidance on accounting for and reporting of accounting changes and error corrections.  It requires changes in accounting principle to be applied retroactively to prior periods as if the principle had always been used.  Previously, voluntary changes in accounting principle were required to be recognized cumulatively in net income in the period of change.  SFAS 154 is effective for accounting changes and error corrections made in fiscal years beginning after December 15, 2005.  We do not believe the adoption of SFAS 154 will have a material impact on our financial position or results of operations.

In March 2005, the FASB issued Financial Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143, (“FIN 47”).  FIN 47 clarifies that an entity must record a liability for a conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated.  FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005.  Therefore, FIN 47 will be effective for the year ending December 31, 2005.  We do not believe the adoption of FIN 47 will have a material impact on our financial position or results of operations.

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payments (“SFAS 123(R)”), which requires companies to measure and recognize compensation expense for all stock-based payments at fair value.  SFAS 123(R) was to be effective for all interim periods beginning after June 15, 2005; however, on April 14, 2005, the Securities and Exchange Commission changed the effective date to fiscal years that begin after June 15, 2005.  Therefore, SFAS 123(R) will be effective for us on January 1, 2006.  The Company is currently evaluating the impact of SFAS 123(R) on its financial position and results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29 (“SFAS 153”).  The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged.  Further, the amendments broaden the exception for exchanges of nonmonetary assets that do not have commercial substance.  SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.  Therefore, SFAS 153 was effective for us on July 1, 2005.  The adoption of SFAS 153 did not have a material impact on our financial position or results of operations.

The Company accounts for employee stock-based compensation under Accounting Principles Board (“APB”) Opinion No. 25, Stock Issued to Employees (“APB 25”) and related interpretations.  Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of

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grant, the stock options have no intrinsic value and therefore no compensation expense is recognized.  The Company has adopted the disclosure-only provisions of SFAS No. 123, Accounting For Stock-Based Compensation (“SFAS 123”). Under SFAS 123, options are valued at their date of grant and expensed over their vesting period.

The following table details the effect on net income and earnings per share had compensation expense been recorded based on the fair value method under SFAS 123, as amended, utilizing the Black-Scholes option valuation model:

Long-term debt as of September 30, 2005 and December 31, 2004 consisted of the following:  

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The calculation of basic earnings per share (“EPS”) for each period is based on the weighted average number of common shares outstanding during the period.  The calculation of dilutive EPS for each period is based on the weighted average number of common shares outstanding during the period, plus the effect, if any, from the exercise of stock options and conversion of preferred stock.  The following table sets forth a reconciliation between basic EPS and diluted EPS, in accordance with SFAS No. 128, Earnings Per Share.

A dilution test for convertible preferred stock is performed for all periods. This test considers only the total number of shares that could be issued upon conversion of convertible preferred stock and does not consider either the conversion price or the share price of the underlying common shares.  For the three months ended September 30, 2005, diluted shares do not include 5,127,882 common shares underlying the Series B Redeemable Convertible Preferred Securities because to do so would have been antidilutive.  For the nine months ended September 30, 2005, diluted shares include 5,127,882 common shares underlying the Series B Redeemable Convertible Preferred Securities.  The Series A Convertible Preferred Securities were redeemed on December 31, 2004 and therefore had no impact on the 2005 periods.   For the three and nine months ended September 30, 2004, 2,807,186 shares of Series A Convertible Preferred Securities and 5,127,882 common shares of Series B Redeemable Convertible Preferred Securities were included in the calculation of Diluted EPS.  For the three and nine months ended September 30, 2004, shares of Series A and B Preferred Stock were excluded from the computation of diluted EPS because to include them would have been antidilutive.  These shares were redeemed in full as of January 1, 2005.  The dividends for the Series A and B Preferred Stock are deducted from Net Income for the calculation of Basic and Diluted EPS.

Common stock options to purchase 3,893,078 and 2,898,857 shares of Series A Common Stock (before application of the treasury stock method), outstanding as of September 30, 2005 and 2004, respectively, were not included in the computation of diluted EPS because the exercise price was greater than the average market price of the common shares during the calculation period.

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Summarized below are the carrying value of intangible assets and goodwill as of September 30, 2005 and December 31, 2004:

The Company’s amortization expense for intangible assets was approximately $1.5 million and $4.5 million for the three and nine months ended September 30, 2005, respectively.  Estimated annual intangible asset amortization expense for each of the next five years is approximately $6.0 million.

The income tax (benefit) expense for the three and nine months ended September 30, 2005 and 2004 consisted of the following:

The effective tax rate for the three and nine months ended September 30, 2005 was 39% and (4.1)%, respectively as compared to 38.1% for the three and nine months ended September 30, 2004.  The nine months ended September 30, 2005 effective tax rate included a credit to the tax provision of $31.9 million as a result of the settlement of certain tax return examinations and a deferred tax benefit of $5.5 million as a result of Ohio tax law changes the impact of which are reflected as of the law’s enactment date (June 30, 2005) in accordance with FAS 109.  The Company expects its effective tax rate for the remaining interim period for the year ending December 31, 2005 to be approximately 39.0%.  The Company’s effective tax rate in a given financial statement period may be materially impacted by changes in the level of earnings by taxing jurisdictions, changes in the expected outcome of tax audits, or changes in the deferred tax valuation allowance.  The Company records reserves for estimates of probable settlements of federal and state audits.  The Company records a valuation allowance against its deferred tax assets arising from certain net operating and capital losses when it is more likely than not that some portion or all of such losses will not be realized.

The Company’s net deferred income tax liability is as follows:

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The deferred income tax liability primarily relates to differences between the book and tax basis of our FCC licenses created from the Company’s stock acquisition of Pulitzer Broadcasting on March 18, 1999.  The deferred income tax liabilities will increase over time as the Company’s FCC licenses continue to amortize for tax purposes, but not for book purposes.  We do not expect the portion of our deferred income tax liability related to the FCC licenses to reverse over time unless:

(i)             our FCC licenses become impaired; or

(ii)          our FCC licenses are sold for cash, which would typically only occur in connection with the sale of the assets of a station or groups of stations or the entire Company in a taxable transaction.

During the fourth quarter of 2004, we reclassified certain income tax liabilities from Deferred income tax liabilities to Other liabilities.  For the nine months ended September 30, 2004, we reclassified $0.5 million from Deferred income tax provision to Current income tax provision to conform with the current year’s presentation.

9.    Common Stock

In May 1998 the Company’s Board of Directors authorized the Company to repurchase up to $300 million of its outstanding Series A Common Stock.  Such repurchases may be effected from time to time in the open market or in private transactions, subject to market conditions and management’s discretion. During the three months ended September 30, 2005, we repurchased 37,118 shares of Series A Common Stock at a cost of $0.9 million and an average price per share of $25.01.  During the nine months ended September 30, 2005, we repurchased 374,827 shares of Series A Common Stock at a cost of $9.4 million and an average per share price of $24.97.  Between May 1998 and September 30, 2005, the Company spent approximately $101.0 million to repurchase approximately 4.0 million shares of Series A Common Stock at an average price of $25.05.  There can be no assurance that such repurchases will occur in the future or, if they do occur, what the terms of such repurchases will be.

Also, on September 28, 2005, Hearst filed an amended Schedule 13D notifying the Securities and Exchange Commission of its authorization to purchase up to 25 million shares of the Company’s Series A Common Stock from time to time in the open market, in private transactions or otherwise subject to market conditions and management’s discretion.  As of September 30, 2005, Hearst purchased approximately 19.5 million shares of the Company’s outstanding Series A Common Stock.  During the three months ended September 30, 2005, Hearst purchased 544,068 shares of Series A Common Stock at a cost of $13.4 million and an average price per share of $24.61.  During the nine months ended September 30, 2005, Hearst purchased 1,742,101 shares of Series A Common Stock at a cost of $43.6 million and an average per share price of $25.04.  As of September 30, 2005 and December 31, 2004, Hearst owned 69.4% and 67.6%, respectively, of the Company’s outstanding common stock.

During the nine months ended September 30, 2005, the Company’s Board of Directors declared a cash dividend on shares of our Series A and Series B Common Stock as follows:

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On January 1, 2005, all outstanding shares of Preferred Stock were redeemed and cancelled.  On December 31, 2004, there were 5,781 shares of Series A Preferred Stock and 5,470 shares of Series B Preferred Stock outstanding.  The Company has authorized under its Certificate of Incorporation one million shares of preferred stock, par value $.01 per share.

 11.    Related Party Transactions

The Hearst Corporation.    As of September 30, 2005, Hearst owned approximately 45.0% of our Series A Common Stock and 100% of our Series B Common Stock, representing in the aggregate approximately 69.4% of the outstanding voting power of our common stock, except with regard to the election of directors.  With regard to the election of directors, Hearst’s ownership of our Series B Common Stock entitles Hearst to elect 11 of the 13 members of our Board of Directors. During the nine months ended September 30, 2005 and 2004, we were engaged in the following material transactions with Hearst or parties related to Hearst:

•              Management Agreement.   We recorded revenue of approximately $0.9 million and $3.2 million, in the three and nine months ended September 30, 2005, respectively, and $0.9 million and $3.1 million in the three and nine months ended September 30, 2004, respectively, relating to a management agreement with Hearst (the “Management Agreement”). Pursuant to the Management Agreement, we provide certain management services, such as sales, news, programming, financial and accounting management services, with respect to certain Hearst owned or operated television and radio stations. We believe the terms of the Management Agreement are reasonable to both parties; however, there can be no assurance that more favorable terms would not be available from third parties.

•              Services Agreement.    We incurred expenses of approximately $1.3 million and $3.8 million in the three and nine months ended September 30, 2005, respectively, and $1.0 million and $3.2 million in the three and nine months ended September 30, 2004, respectively, relating to a services agreement with Hearst (the “Services Agreement”). Pursuant to the Services Agreement, Hearst provides the Company certain administrative services such as accounting, auditing, financial, legal, insurance, data processing, and employee benefits administration. We believe the terms of the Services Agreement are reasonable to both parties; however, there can be no assurance that more favorable terms would not be available from third parties.

•              Interest Expense, Net — Capital Trust.  We incurred interest expense, net, related to the Subordinated Debentures issued to our wholly-owned unconsolidated subsidiary, the Capital Trust, of $2.4 million and $7.3 million in the three and nine months September 30, 2005, respectively and $3.8 million and $11.3 million in the three and nine months ended September 30, 2004, respectively.  The Capital Trust then paid comparable amounts to its Redeemable Convertible Preferred Securities holders, including Hearst, which received $0.5 million and $1.5 million in the three and nine months ended September 30, 2005, respectively.  As of September 30, 2005, Hearst holds $25 million of the total $130 million outstanding Series B Redeemable Convertible Preferred Securities.

•              Dividends on Common Stock.    On each of September 21, 2005, May 4, 2005 and March 31, 2005, our Board of Directors declared a cash dividend of $0.07 on our Series A and B Common stock for a total amount on each date of $6.5 million.  Included in these amounts were $4.5 million, $4.5 million and $4.4 million payable to Hearst, respectively.  On each of September 22, 2004, May 4, 2004 and March 24, 2004, our Board of Directors declared a cash dividend of $0.06 per share on our Series A and B Common stock for a total amount on each date of $5.6 million.  Included in these amounts were $3.7 million, $3.7 million and $3.6 million payable to Hearst, respectively.

•              Purchase of 7% Senior Notes.   As of September 30, 2005, Hearst, through Hearst Broadcasting, has purchased $3.3 million face amount of our 7% Senior Notes due November 15, 2007 (“7% Senior Notes”).

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•              Radio Facilities Lease.    Pursuant to a lease agreement, Hearst paid us approximately $0.2 million and $0.6 million for the three and nine months ended September 30, 2005 and $0.2 million and $0.5 million for the three and nine months ended September 30, 2004. Under this agreement, Hearst leases from the Company premises for WBAL-AM and WIYY-FM, Hearst’s Baltimore, Maryland radio stations.

•              Lifetime Entertainment Services.    We have agreements with Lifetime Entertainment Services, an entity owned 50% by an affiliate of Hearst and 50% by ABC Television Network, whereby (i) we assist Lifetime in securing distribution and subscribers for the Lifetime Television, Lifetime Movie Network and/or Lifetime Real Women programming services; and (ii) Lifetime acts as our agent with respect to the negotiation of our agreements with cable, satellite and certain other multi-channel video programming distributors.  Amounts payable to us by Lifetime depend on the specific terms of these agreements and may be fixed or variable.  Based on the terms of completed agreements, we are entitled to receive a minimum aggregate amount of $3.2 million during the period from January 1, 2005 to June 20, 2009.  We recorded revenue from the agreements of $2.6 million and $5.1 million in the three and nine months ended September 30, 2005 and $0.3 million and $1.3 million in the three and nine months ended September 30, 2004, respectively.

•              Wide Orbit, Inc.    In November 2004, we entered into an agreement with Wide Orbit, Inc. for licensing and servicing of Wide Orbit’s Traffic Sales and Billing Solutions software.  Hearst owns approximately 8% of Wide Orbit, Inc.  For the three and nine months ended September 30, 2005, we paid Wide Orbit, Inc. approximately $0.5 and $1.2 million, respectively, under the agreement.

•              Other Transactions with Hearst.    From time to time, entities related to or owned by Hearst may purchase advertising on our stations on terms we believe to be reasonable to both parties; however, there can be no assurance that more favorable terms would not be available from third parties.

NBC.    In August 2001, we contributed our production-and-distribution unit to NBC/Hearst-Argyle Syndication, LLC in exchange for a 20% equity interest in this entity.  NBC/Hearst-Argyle Syndication, LLC is a limited liability company formed by NBC Enterprises (now NBC Universal) and us to produce and syndicate first-run broadcast and original-for-cable programming. We also broadcast programming produced or distributed by NBC/Hearst-Argyle Syndication, LLC.  This investment is accounted for under the equity method.  Our share of the income or loss in NBC/Hearst-Argyle Syndication, LLC is included in Equity in income of affiliates, net in the accompanying Condensed Consolidated Statements of Income. Emerson Coleman, our Vice President, Programming, is a member of the Board of Directors of NBC/Hearst-Argyle Syndication, LLC, from which he does not receive compensation for his services.

Internet Broadcasting.    In December 1999, we invested $20 million of cash in Internet Broadcasting Systems, Inc. (“Internet Broadcasting”) in exchange for an equity interest in Internet Broadcasting.  In May 2001, we invested an additional $6 million of cash for a total investment of $26 million in Internet Broadcasting, and contributed our Web sites to a subsidiary of Internet Broadcasting, IBS/HATV, LLC, which operates our station Web sites.  Our investment is accounted for under the equity method.  Our share of the income or loss of Internet Broadcasting is included in Equity in income of affiliates, net in the accompanying Condensed Consolidated Statements of Income. Since January 2001, Harry T. Hawks, our Executive Vice President and Chief Financial Officer, and since October 2002, Terry Mackin, our Executive Vice President, have both served on the Board of Directors of Internet Broadcasting, from which they do not receive compensation for their services. In addition, Internet Broadcasting also provides hosting services for our corporate Web site for a nominal amount.

Small Business Television.   The Company utilizes Small Business Television’s (“SBTV”) services to provide television stations with additional revenue through the marketing and sale of commercial time to smaller businesses that do not traditionally use television advertising due to costs. In the three and nine month period ended September 30, 2005 these sales generated revenue of approximately $0.3 million and $1.0 million, respectively, of which approximately $0.1 and $0.5 million was distributed to SBTV, respectively, and approximately $0.2 million and $0.5 million was distributed to the Company, respectively.  In the three and nine month period ended September 30, 2004 these sales generated revenue of approximately $0.3 million and $0.8 million, respectively, of which approximately $0.1 and $0.4 million was distributed to SBTV, respectively, and approximately $0.2 million and $0.4 million was

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distributed to the Company, respectively.  Mr. Dean Conomikes, the owner of SBTV, is the son of John G. Conomikes, a member of the Company’s Board of Directors.

NBC Weather Plus.  In November 2004, NBC Weather Plus Network (“Weather Plus”) was formed to launch the first digital local and national weather network using a portion of the digital spectrum of NBC affiliated television stations.  Weather Plus is a 50/50 joint venture between two member limited liability companies:  NBC News Bureaus, Inc. and Weather Network Affiliates Company, LLC.  NBC-affiliated stations may participate in the venture by investing in Weather Network Affiliates Company, LLC.  We have a minority interest in Weather Network Affiliates Company, LLC, and have launched NBC Weather Plus in eight of our markets—Sacramento, Orlando, Winston-Salem, Greenville, Cincinnati, Baltimore, Lancaster and New Orleans (which is temporarily unavailable due to hurricane disruption).  Terry Mackin, our Executive Vice President, is the Chairman of the Board of the NBC Television Affiliates Association, which is the managing member and the owner of certain ownership interests in Weather Network Affiliates Company, LLC.  Mr. Mackin does not receive compensation for his Board service.  We account for this investment using the cost method.

Other Related Parties.    In the ordinary course of business, the Company enters into transactions with other related parties, none of which were significant to our financial results in the three and nine months ended September 30, 2005 and 2004.

12.    Retirement Plans and Other Post-Retirement Benefits

The Company maintains seven defined benefit pension plans, 12 employee savings plans, and other post-retirement benefit plans for active, retired and former employees.  In addition, the Company participates in a multi-employer union pension plan that provides retirement benefits to certain union employees.  The seven defined benefit pension plans are hereafter collectively referred to as the “Pension Plans.”

Pension Plans and Other Post-Retirement Benefits

Benefits under the Pension Plans are generally based on years of credited service, age at retirement and average of the highest five consecutive years’ compensation. The cost of the Pension Plans is computed on the basis of the Project Unit Credit Actuarial Cost Method. Past service cost is amortized over the expected future service periods of the employees.

The following schedule presents net periodic pension cost for the Company’s Pension Plans in the three and nine months ended September 30, 2005 and 2004:  

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The following schedule presents net periodic pension cost for the Company’s post-retirement benefit plan in the three and nine months ended September 30, 2005 and 2004: