MEREDITH CORP (Form: 10-Q, Received: 01/25/2005 12:48:56)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2004

Commission file number 1-5128

	MEREDITH CORPORATION
	(Exact name of registrant as specified in its charter)

Iowa		42-0410230
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1716 Locust Street, Des Moines, Iowa		50309-3023
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (515) 284-3000

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 [_]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [_]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
	Shares of stock outstanding at December 31, 2004
	Common shares	40,320,542
	Class B shares	9,658,926
	Total common and class B shares	49,979,468

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

Meredith Corporation and Subsidiaries
Condensed Consolidated Balance Sheets - Unaudited

Assets			December 31 2004			Restated June 30 2004
(In thousands)
Current assets
Cash and cash equivalents		$	25,656		$	58,723
	Accounts receivable, net		178,306			164,876
Inventories			37,638			31,262
Current portion of subscription acquisition costs			31,570			35,716
Current portion of broadcast rights			22,290			11,643
Other current assets			15,021			11,794
Total current assets			310,481			314,014
Property, plant and equipment			394,918			393,131
Less accumulated depreciation			(200,130	)		(197,332	)
Net property, plant and equipment			194,788			195,799
Subscription acquisition costs			23,758			26,280
Broadcast rights			11,514			5,293
Other assets			60,472			59,270
Intangibles, net			709,859			673,968
Goodwill			196,383			191,303
Total assets		$	1,507,255		$	1,465,927

See accompanying Notes to Interim Condensed Consolidated Financial Statements

Meredith Corporation and Subsidiaries
Condensed Consolidated Balance Sheets - Unaudited (continued)

Liabilities and Shareholders' Equity			December 31 2004			Restated June 30 2004
(In thousands except share data )
Current liabilities
Current portion of long-term debt		$	125,000		$	75,000
Current portion of long-term broadcast rights payable			30,662			19,929
Accounts payable			40,972			42,684
Accrued taxes and expenses			107,739			100,948
Current portion of unearned subscription revenues			130,706			132,189
Total current liabilities			435,079			370,750
Long-term debt			175,000			225,000
Long-term broadcast rights payable			22,481			13,024
Unearned subscription revenues			119,641			120,998
Deferred income taxes			82,705			76,874
Other noncurrent liabilities			51,039			49,356
Total liabilities			885,945			856,002
Shareholders' equity
Series preferred stock, par value $1 per share
	Authorized 5,000,000 shares; none issued		-			-
Common stock, par value $1 per share
	Authorized 80,000,000 shares; issued and outstanding 40,320,542 shares at December 31, 2004 (excluding 27,488,072 shares held in treasury) and 40,801,949 shares at June 30, 2004 (excluding 29,523,362 shares held in treasury) .		40,321			40,802
Class B stock, par value $1 per share, convertible to
common stock
	Authorized 15,000,000 shares; issued and outstanding 9,658,926 shares at December 31, 2004 and 9,682,648 shares at June 30, 2004		9,659			9,683
Additional paid-in capital			52,173			66,183
Retained earnings			521,200			495,808
Accumulated other comprehensive loss			(284	)		(427	)
Unearned compensation			(1,759	)		(2,124	)
Total shareholders' equity			621,310			609,925
Total liabilities and shareholders' equity		$	1,507,255		$	1,465,927

See accompanying Notes to Interim Condensed Consolidated Financial Statements

Meredith Corporation and Subsidiaries Consolidated Statements of Earnings - Unaudited
		Three Months Ended December 31						Six Months Ended December 31
		2004			Restated 2003			2004			Restated 2003
(In thousands except per share data)
Revenues
Advertising	$	176,421		$	164,532		$	357,012		$	329,399
Circulation		55,861			59,520			114,087			120,151
All other		62,271			56,327			112,317			103,499
Total revenues		294,553			280,379			583,416			553,049
Operating costs and expenses
Production, distribution and editorial		123,413			121,719			252,589			244,770
Selling, general and administrative		113,693			115,489			220,976			222,072
Depreciation and amortization		8,746			8,848			17,177			17,552
Total operating costs and expenses		245,852			246,056			490,742			484,394
Income from operations		48,701			34,323			92,674			68,655
Interest income		223			35			440			84
Interest expense		(5,170	)		(5,713	)		(10,342	)		(11,561	)
Earnings before income taxes and cumulative
effect of change in accounting principle		43,754			28,645			82,772			57,178
Income taxes		16,932			11,088			32,033			22,131
Earnings before cumulative effect of
change in accounting principle		26,822			17,557			50,739			35,047
Cumulative effect of change in
accounting principle, net of taxes		893			-			893			-
Net earnings	$	27,715		$	17,557		$	51,632		$	35,047

Basic earnings per share
Before cumulative effect of change
in accounting principle	$	0.54		$	0.35		$	1.01		$	0.70
Cumulative effect of change
in accounting principle		0.02			-			0.02			-
Net basic earnings per share	$	0.56		$	0.35		$	1.03		$	0.70
Basic average shares outstanding		49,912			50,137			50,090			50,158

Diluted earnings per share
Before cumulative effect of change
in accounting principle	$	0.52		$	0.34		$	0.98		$	0.68
Cumulative effect of change
in accounting principle		0.02			-			0.02			-
Net diluted earnings per share	$	0.54		$	0.34		$	1.00		$	0.68
Diluted average shares outstanding		51,469			51,850			51,667			51,828

Dividends paid per share	$	0.120		$	0.095		$	0.240		$	0.190

See accompanying Notes to Interim Condensed Consolidated Financial Statements

Meredith Corporation and Subsidiaries Consolidated Statement of Shareholders' Equity (Unaudited)

												Accumulated
							Additional					Other
		Common			Class B		Paid-in			Retained		Comprehensive			Unearned
(In thousands)		Stock			Stock		Capital			Earnings		Loss			Compensation			Total
Balance at June 30, 2004 (restated)			$40,802			$9,683		$66,183			$495,808		$(427)			$(2,124)		$609,925

Net earnings			-			-		-			51,632		-			-		51,632
Other comprehensive income, net of tax			-			-		-			-		143			-		143
Total comprehensive income																		51,775

Stock issued under various incentive
	plans, net of forfeitures		460			-		14,472			-		-			(203	)	14,729
Purchases of Company stock			(965	)		-		(33,927	)		(14,240	)	-			-		(49,132	)
Share-based compensation			-			-		3,624			-		-			568		4,192
Conversion of class B to common stock			24			(24	)	-			-		-			-		-

Dividends paid, 24 cents per share
	Common stock		-			-		-			(9,682	)	-			-		(9,682	)
	Class B stock		-			-		-			(2,318	)	-			-		(2,318	)

Tax benefit from incentive plans			-			-		1,821			-		-			-		1,821

Balance at December 31, 2004			$40,321			$9,659		$52,173			$521,200		$(284	)		$(1,759	)	$621,310

See accompanying Notes to Interim Condensed Consolidated Financial Statements

Meredith Corporation and Subsidiaries Consolidated Statements of Cash Flows (Unaudited)
Six Months ended December 31			2004			Restated 2003
(In thousands)
Cash flow from operating activities
Net earnings		$	51,632		$	35,047
Adjustments to reconcile net earnings to net cash
provided by operating activities:
	Depreciation		14,399			14,793
	Amortization		2,778			2,759
	Share-based compensation		4,192			6,224
	Deferred income taxes		14,408			12,557
	Interest rate swap adjustments		-			(2,162	)
	Amortization of broadcast rights		15,668			16,056
	Payments for broadcast rights		(16,521	)		(17,608	)
	Gains from dispositions of property, plant and equipment		(866	)		-
	Excess tax benefits from share-based payments		(1,821	)		(1,318	)
	Changes in assets and liabilities, net of acquisitions/dispositions:
	Accounts receivable		(13,430	)		(9,435	)
	Inventories		(6,376	)		(5,263	)
	Other current assets		(4,452	)		(3,850	)
	Subscription acquisition costs		6,668			3,804
	Other assets		(155	)		3
	Accounts payable		(1,712	)		(1,703	)
	Accruals		(8,357	)		(699	)
	Unearned subscription revenues		(2,840	)		8,707
	Other noncurrent liabilities		1,683			2,959
Net cash provided by operating activities			54,898			60,871
Cash flows from investing activities
	Acquisitions of businesses		(35,262	)		-
	Proceeds from dispositions of property, plant and equipment		2,050			-
	Additions to property, plant and equipment		(9,806	)		(11,402	)
	Other		(250	)		(376	)
Net cash used by investing activities			(43,268	)		(11,778	)
Cash flows from financing activities
	Long-term debt incurred		-			20,000
	Repayment of long-term debt		-			(65,000	)
	Debt acquisition costs		(247	)		-
	Excess tax benefits from share-based payments		1,821			1,318
	Proceeds from common stock issued		14,861			5,634
	Purchases of Company stock		(49,132	)		(14,119	)
	Dividends paid		(12,000	)		(9,527	)
Net cash used by financing activities			(44,697	)		(61,694	)
Net decrease in cash and cash equivalents			(33,067	)		(12,601	)
Cash and cash equivalents at beginning of period			58,723			22,294
Cash and cash equivalents at end of period		$	25,656		$	9,693

See accompanying Notes to Interim Condensed Consolidated Financial Statements

	MEREDITH CORPORATION AND SUBSIDIARIES
	NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(Unaudited)

1. Accounting Policies

a. General

References to "Meredith" or the "Company" refer to Meredith Corporation and subsidiaries. The information included in the foregoing interim financial statements is unaudited. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring basis. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. Readers are referred to the Company's Form 10-K for the year ended June 30, 2004 for complete financial statements and related notes. Certain prior-year amounts have been reclassified to conform with current-year presentation.

b. Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements. The Company bases its estimates on historical experience, management expectations for future performance and other assumptions, as appropriate. Key areas affected by estimates include: the assessment of the recoverability of long-lived assets, which is based on such factors as estimated future cash flows; the determination of the net realizable value of broadcast rights, which is based on estimated future revenues; provisions for returns of magazines and books sold, which are based on historical experience and current marketplace conditions; pension and postretirement benefit expenses, which are actuarially determined and include assumptions regarding discount rates, expected return on plan assets, and rates of increase in compensation and healthcare costs; and shared-based compensation expense which is based on numerous assumptions including future stock price volatility and employees' expected exercise and post-vesting employment termination behavior. The Company re-evaluates its estimates on an ongoing basis. Actual results may vary from those estimates.

c. Share-based compensation

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123R). This Statement requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award, with limited exceptions. Meredith elected to adopt this Statement effective October 1, 2004 in advance of the Company's required adoption date of July 1, 2005. Previously, Meredith valued share-based payments by the intrinsic value method in financial statements while providing pro-forma disclosure of fair-value-based expense. The Statement provides various transition methods. Meredith used the modified version of the retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under previous accounting standards.

SFAS 123R requires entities to estimate the number of forfeitures expected to occur and record expense based upon the number of awards expected to vest. Previously, Meredith accounted for forfeitures as they occurred as permitted under previous accounting standards. As a result, in the second quarter of fiscal 2005, the Company recorded the cumulative effect of a change in accounting principle of $1.5 million ($0.9 million after tax), or $0.02 per share, to reduce compensation expense recognized in previous periods for the estimated forfeitures of outstanding awards.

	MEREDITH CORPORATION AND SUBSIDIARIES
	NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(Unaudited)

Adoption of this statement under the modified retrospective approach resulted in the restatement of previously reported financial statements. See Note 2 for details of the restatements.

The effect of adopting this standard on current period results was as follows:

(In thousands except per share data)	Three Months Ended December 31, 2004				Six Months Ended December 31, 2004
		Increase (Decrease)				Increase (Decrease)
Earnings before income taxes and cumulative effect of change in accounting principle	$		(2,298	)	$		(5,083	)
Earnings before cumulative effect of change in accounting principle			(1,409	)			(3,116	)
Net earnings			(516	)			(2,223	)
Basic and diluted earnings per share:
Before cumulative effect of change in accounting principle			(0.03	)			(0.07	)
Net earnings			(0.01	)			(0.05	)
Cash flow from operations			N/A				(1,821	)
Cash flow from financing			N/A				1,821
N/A - not applicable

d. Earnings per share

The following table presents the calculations of earnings per share:

		Three Months Ended December 31				Six Months Ended December 31
		2004		Restated 2003		2004		Restated 2003
(In thousands except per share data)
Earnings before cumulative effect of change in accounting principle	$	26,822	$	17,557	$	50,739	$	35,047

Basic average shares outstanding		49,912		50,137		50,090		50,158
Dilutive effect of stock options		1,557		1,713		1,577		1,670
Diluted average shares outstanding		51,469		51,850		51,667		51,828
Earnings per share before cumulative effect of change in accounting principle
Basic	$	0.54	$	0.35	$	1.01	$	0.70
Diluted		0.52		0.34		0.98		0.68

For the three months ended December 31, antidilutive options excluded from the above calculations totaled 2,055,000 options in 2004 (with a weighted average exercise price of $47.86) and 1,447,000 options in 2003 (with a weighted average exercise price of $46.18). For the six months ended December 31, antidilutive options excluded from the above calculations totaled 1,911,000 options in 2004 (with a weighted average exercise price of $47.60) and 1,134,000 options in 2003 (with a weighted average exercise price of $46.13).

	MEREDITH CORPORATION AND SUBSIDIARIES
	NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(Unaudited)

In the six months ended December 31, 2004 and 2003, options were exercised to purchase 432,000 shares and 196,000 shares, respectively.

e. Special-purpose entities

Meredith does not have any off-balance sheet arrangements. The Company's use of special-purpose entities is limited to Meredith Funding Corporation, whose activities are fully consolidated in Meredith's Condensed Consolidated Financial Statements.

2. Restatement of Fiscal 2004 Unaudited Quarterly Financial Statements

At the beginning of fiscal 2003, Meredith adopted SFAS No. 142 , Goodwill and Other Intangible Assets . SFAS No. 142 requires that goodwill and intangible assets with indefinite lives no longer be amortized to earnings but be reviewed at least annually for impairment. Upon the adoption of SFAS No. 142, Meredith, like most broadcasters, determined that its broadcasting network affiliation agreements had indefinite lives and ceased recording amortization expense on these assets. Subsequent to this determination, Meredith had discussions with the staff of the Securities and Exchange Commission as to whether network affiliation agreements are definite lived assets and should be amortized over the period of time the agreements are expected to remain in place, assuming renewals without material modifications to the original terms and conditions. Based on these discussions, Meredith reevaluated its accounting treatment and has modified its accounting policy. The Company will amortize these assets effective with the adoption of SFAS No. 142 generally using lives of 25 to 40 years from their original acquisition dates. If future renewals result in material modifications to the original terms and conditions of these agreements, the lives will be reassessed.

This change in accounting policy has resulted in the restatement of the unaudited financial statements for the three and six month periods ended December 31, 2003 presented in this Quarterly Report on Form 10-Q. The restatement adjustments had no impact on cash flows from operating, investing or financing activities although they did impact certain non-cash components of cash flows from operating activities.

As discussed in Note 1c, Share-Based Compensation, Meredith adopted SFAS 123R effective October 1, 2004. Adoption of this Statement under the modified retrospective approach resulted in the restatement of previously reported financial statements.

The following is a summary of the adjustments to the condensed consolidated financial statements as a result of these restatements:

	MEREDITH CORPORATION AND SUBSIDIARIES
	NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(Unaudited)

June 30	2004
(In thousands)	As previously reported*		Share-based Compensation				As restated
Selected Balance Sheet Data:
Accrued taxes and expenses	$	101,159	$	(211	)	$		100,948
Total current liabilities		370,961		(211	)			370,750
Deferred income taxes		97,858		(20,984	)			76,874
Total liabilities		877,197		(21,195	)			856,002
Additional paid-in capital		5,726		60,457				66,183
Retained earnings		535,070		(39,262	)			495,808
Total shareholders' equity		588,730		21,195				609,925
* The restatements for the change in accounting policy for network affiliation agreements were reflected in the balance sheet reported in our fiscal 2004 annual report on Form 10-K.

	Three Months Ended December 31, 2003
(In thousands, except per share data)	As previously reported		Network Affiliation Agreements			Share-based Compensation			As restated
Selected Statement of Earnings Data:
Selling, general and administrative expenses	$	112,421	$	-		$	3,068		$	115,489
Depreciation and amortization		7,625		1,223			-			8,848
Total operating costs and expenses		241,765		1,223			3,068			246,056
Income from operations		38,614		(1,223	)		(3,068	)		34,323
Earnings before income taxes		32,936		(1,223	)		(3,068	)		28,645
Income taxes		12,749		(473	)		(1,188	)		11,088
Net earnings		20,187		(750	)		(1,880	)		17,557
Basic earnings per share		0.40		(0.01	)		(0.04	)		0.35
Diluted earnings per share		0.39		(0.01	)		(0.04	)		0.34
Diluted average shares outstanding		51,609		-			241			51,850

	Six Months Ended December 31, 2003
(In thousands, except per share data)	As previously reported		Network Affiliation Agreements			Share-based Compensation			As restated
Selected Statement of Earnings Data:
Selling, general and administrative expenses	$	216,459	$	-		$	5,613		$	222,072
Depreciation and amortization		15,104		2,448			-			17,552
Total operating costs and expenses		476,333		2,448			5,613			484,394
Income from operations		76,716		(2,448	)		(5,613	)		68,655
Earnings before income taxes		65,239		(2,448	)		(5,613	)		57,178
Income taxes		25,251		(947	)		(2,173	)		22,131
Net earnings		39,988		(1,501	)		(3,440	)		35,047
Basic earnings per share		0.80		(0.03	)		(0.07	)		0.70
Diluted earnings per share		0.78		(0.03	)		(0.07	)		0.68
Diluted average shares outstanding		51,583		-			245			51,828

MEREDITH CORPORATION AND SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Six Months Ended December 31, 2003
(In thousands)	As previously reported			Network Affiliation Agreements			Share-Based Compensation			As restated
Selected Statement of Cash Flows Data:
Net earnings	$	39,988		$	(1,501	)	$	(3,440	)	$	35,047
Amortization		311			2,448			-			2,759
Share-based compensation		-			-			6,224			6,224
Deferred income taxes		15,035			(947	)		(1,531	)		12,557
Excess tax benefits from share-based payments (cash flows from operations)		-			-			(1,318	)		(1,318	)
Accruals		(57	)		-			(642	)		(699	)
Other noncurrent liabilities		3,570			-			(611	)		2,959
Net cash provided by operating activities		62,189			-			(1,318	)		60,871
Excess tax benefits from share-based payments (cash flows from financing)		-			-			1,318			1,318
Net cash used by financing activities		(63,012	)		-			1,318			(61,694	)

3. Inventories

Major components of inventories are summarized below. Of total inventory values shown, approximately 30 percent are under the LIFO method at December 31, 2004 and 36 percent at June 30, 2004.

	December 31 2004				June 30 2004
(In thousands)
Raw materials	$	14,922		$	13,025
Work in process		18,661			15,573
Finished goods		9,502			7,611
		43,085			36,209
Reserve for LIFO cost valuation		(5,447	)		(4,947	)
Inventories	$	37,638		$	31,262

	MEREDITH CORPORATION AND SUBSIDIARIES
	NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(Unaudited)

4. Intangible Assets and Goodwill

Intangible assets and goodwill consisted of the following:

		December 31, 2004						June 30, 2004
(In thousands)		Gross Amount	Accumulated Amortization				Net Amount	Gross Amount	Accumulated Amortization				Net Amount
Intangible assets
subject to amortization
Publishing Group
	Noncompete agreements	$2,534	$	(1,332	)	$	1,202	$ 2,534	$	(1,013	)	$	1,521
	Customer lists	1,863		(1,863	)		-	1,863		(1,863	)		-
Broadcasting Group
	Network affiliation
	agreements	218,651		(76,003	)		142,648	218,651		(73,554	)		145,097
	Customer lists	89		(10	)		79	-		-			-
Total		$223,137	$	(79,208	)		143,929	$ 223,048	$	(76,430	)		146,618
Intangible assets not
subject to amortization
Publishing Group
	Trademarks						48,131						48,131
Broadcasting Group
	FCC licenses						517,799						479,219
Total							565,930						527,350
Intangibles, net						$	709,859					$	673,968

In August 2004, Meredith acquired WFLI-TV, the WB television affiliate serving Chattanooga, TN. In November 2004, Meredith acquired the non-license assets (as defined in the purchase agreement) of KSMO-TV, the WB affiliate in Kansas City and entered into a joint sales agreement under which the Company will manage the sales and certain other operations of KSMO. For accounting purposes, Meredith has recorded substantially all of the assets of KSMO-TV on its books, including the station's FCC license. These acquisitions were not material. The purchase price allocations, which included intangible assets and goodwill, are preliminary.

Amortization expense for intangible assets was $2.8 million in the six months ended December 31, 2004. Annual amortization expense for intangible assets is expected to be as follows: $5.6 million in fiscal 2005, $5.4 million in fiscal 2006, $5.2 million in fiscal 2007, $5.0 million in fiscal 2008, $4.9 million in fiscal 2009, and $4.9 million in fiscal 2010.

	MEREDITH CORPORATION AND SUBSIDIARIES
	NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(Unaudited)

The changes in the carrying amounts of goodwill for the first six months of fiscal 2005 and 2004 are as follows:

		Six Months ended December 31, 2004							Six Months ended December 31, 2003
(In thousands)	Publishing Group			Broadcasting Group				Total	Publishing Group		Broadcasting Group			Total

Balance at beginning of period	$110,325		$		80,978	$191,303			$110,853			$80,978	$191,831
Acquisitions	-				5,080	5,080			-			-	-
Reclassified/other	-				-		-		(528	)		-	(528		)
Balance at end of period	$110,325		$		86,058	$196,383			$110,325			$80,978	$191,303

5. Restructuring Accrual

In response to a weakening economy and a widespread advertising downturn in fiscal 2001, management took steps to reduce the number of Meredith employees, including a one-time, voluntary early retirement program. Other selective workforce reductions were achieved through attrition, realignments and job eliminations. Approximately 200 positions were eliminated in fiscal 2001 and early fiscal 2002. The Company also wrote-off certain Internet investments. These actions were the primary factors in a fiscal 2001 fourth-quarter nonrecurring charge of $25.3 million for personnel costs ($18.4 million), asset write-downs and other ($8.2 million), offset by the reversal of excess accruals ($1.3 million). An accrual balance of $0.9 million remained at June 30, 2004 for enhanced retirement benefits. Payments of $0.2 million were made during the six months resulting in an accrual balance of $0.7 million at December 31, 2004. These payments will continue for approximately four years.

6. Meredith Funding Corporation

In connection with the asset-backed commercial paper facility, Meredith entered into a revolving agreement to sell all of its rights, title and interest in the majority of its accounts receivable related to advertising, book and miscellaneous revenues to Meredith Funding Corporation, a special purpose entity established to purchase accounts receivable from Meredith. At December 31, 2004, $167 million of accounts receivable, net of reserves, were outstanding under the agreement. Meredith Funding Corporation in turn sells receivable interests to an asset-backed commercial paper conduit administered by a major national bank. In consideration of the sale, Meredith receives cash and a subordinated note, bearing interest at the prime rate (5.25 percent at December 31, 2004), from Meredith Funding Corporation. The agreement is structured as a true sale under which the creditors of Meredith Funding Corporation will be entitled to be satisfied out of the assets of Meredith Funding Corporation prior to any value being returned to Meredith or its creditors. The accounts of Meredith Funding Corporation are fully consolidated in Meredith's Condensed Consolidated Financial Statements. The asset-backed commercial paper facility renews annually in April. Meredith has the ability and the intent to renew the facility each year until April 9, 2007, the facility termination date.

	MEREDITH CORPORATION AND SUBSIDIARIES
	NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(Unaudited)

7. Pension and Postretirement Benefit Plans

The following tables present the components of net periodic benefit cost:

		Three Months Ended December 31						Six Months Ended December 31
(In thousands)		2004			2003			2004			2003
Pension benefits
Service cost	$	1,340		$	1,048		$	2,681		$	2,095
Interest cost		1,121			1,025			2,243			2,050
Expected return on plan assets		(1,581	)		(1,096	)		(3,163	)		(2,192	)
Prior service cost amortization		171			166			341			332
Actuarial loss amortization		34			112			68			225
Transition amount amortization		-			42			-			84
Net periodic pension expense	$	1,085		$	1,297		$	2,170		$	2,594

Postretirement benefits
Service cost	$	214		$	210		$	427		$	419
Interest cost		321			348			643			696
Prior service cost amortization		(71	)		(50	)		(143	)		(100	)
Actuarial loss amortization		17			-			35			-
Net periodic postretirement expense	$	481		$	508		$	962		$	1,015

8. Common Stock and Stock Option Plans

On December 31, 2004, Meredith had an employee stock purchase plan and several stock incentive plans all of which are shareholder approved. These plans are described in more detail below. For the six months ended December 31, 2004 and 2003, compensation expense recognized for these plans was $5.6 million (before the favorable pre-tax adjustment for the cumulative effect of the change in accounting principle of $1.5 million) and $6.2 million, respectively. The total income tax benefit recognized in earnings before the cumulative effect of the change in accounting principle for share-based payment arrangements was $2.2 million and $2.4 million for the six months ended December 31, 2004 and 2003, respectively.

Employee Stock Purchase Plan
Meredith has an employee stock purchase plan (ESPP) available to substantially all employees. The ESPP allows employees to purchase shares of Meredith common stock through payroll deductions at the lesser of 85 percent of the fair market value of the stock on either the first or last trading day of an offering period. The ESPP has quarterly offering periods. Shareholders authorized a reserve of 500,000 common shares for issuance under the ESPP. Compensation cost for the ESPP is based on the present value of the cash discount and the fair value of the call option component as of the grant date using a Black-Scholes option pricing model. The term of the option is 3 months (the term of the offering period) and the expected stock price volatility was approximately 14 percent in both the six months ended December 31, 2004 and 2003. Information about the shares issued under this plan follows:

	MEREDITH CORPORATION AND SUBSIDIARIES
	NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(Unaudited)

Six months ended December 31	2004		2003
(In thousands except per share)
Shares issued		24		19
Average fair value	$	8.39	$	7.12
Average purchase price	$	43.95	$	39.00
Average market price	$	52.75	$	47.46

Stock Incentive Plans
Meredith has 5 stock incentive plans (the Plans) that permit the Company to issue up to 16.1 million shares in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and performance cash awards to key employees and directors of the Company. The total number of shares that have been awarded under these plans as of December 31, 2004, is approximately 12.6 million. The Plans are designed to provide incentive to contribute to the achievement of long-range corporate goals; provide flexibility in motivating, attracting and retaining employees; and, to better align the interests of employees with those of the shareholders.

The Company has awarded restricted shares of common stock to eligible key employees and to nonemployee directors under the Plans. In addition, certain awards are granted based on specified levels of Company stock ownership. All awards have restriction periods tied primarily to employment and/or service. The awards generally vest over three or five years. The awards are recorded at the market value of traded shares on the date of the grant as unearned compensation. The initial values of the grants, net of estimated forfeitures, are amortized over the vesting periods. The Company's restricted stock activity during the six-months ended December 31, 2004 follows:

Restricted Stock	Shares			Weighted- Average Grant Date Fair Value
(In thousands except per share)
Nonvested at July 1, 2004		86		$	42.08
Granted		7			51.00
Vested		(6	)		33.75
Forfeited		(5	)		43.60
Nonvested at December 31, 2004		82		$	43.38

As of December 31, 2004, there was $1.8 million of unearned compensation cost related to the restricted stock granted under the plans. That cost is expected to be recognized over a weighted-average period of 1.9 years. The weighted average grant date fair value of restricted stock granted during the six months ended December 31, 2004 and 2003 was $51.00 and $47.27, respectively. The total fair value of shares vested during the six months ended December 31 was $0.3 million in 2004 and $1.1 million in 2003.

Meredith also has outstanding restricted stock units and stock equivalent units (stock units) that were sold to employees and directors through various deferred compensation plans. The period of deferral is specified when the deferral election is made. These stock units are sold at the market price of the underlying stock on the date of sale. In addition, shares of restricted stock may be converted to stock units upon vesting. The following summarizes the activity for stock units during the six months ended December 31, 2004:

	MEREDITH CORPORATION AND SUBSIDIARIES
	NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(Unaudited)

Stock Units	Units			Weighted- Average Sale Date Fair Value
(In thousands except per share)
Balance at July 1, 2004		142			$	28.83
Additions		8				47.63
Converted to common stock		(2	)			38.08
Balance at December 31, 2004 net		148			$	29.70

The aggregate intrinsic value of the stock units outstanding at December 31, 2004 was $3.6 million. The total intrinsic value of the stock units converted to common stock in the six months ended December 31, 2004 and 2003 was $23 thousand and $4 thousand, respectively.

Meredith also has granted nonqualified stock options to certain employees and directors under the Plans. Options are granted at prices not less than the market price of the underlying stock on the date of grant. All options granted under the Plans expire at the end of 10 years. Most of the options granted in fiscal 2004 and 2005 vest three years from the date of grant. Most of the options granted prior to fiscal 2004 vest one-third each year over a three-year period. The Company elected to recognize the expense associated with the graded vesting options on a straight-line basis for each separately vesting portion of the award as if the award was, in substance, multiple awards. Meredith has also occasionally granted options tied to attaining specified earnings per share and/or return on equity goals for the subsequent three-year period. Attaining these goals results in the acceleration of vesting for all, or a portion of, the options to three years from the date of grant. Options not subject to accelerated vesting vest eight years from the date of grant, subject to certain tenure qualifications.

A summary of stock option activity and weighted average exercise prices follows:

	Options (In 000)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (In 000)
Outstanding, July 1, 2004	6,322			$ 34.98
Granted	898			50.18
Exercised	(432	)		31.64
Forfeited	(233	)		43.85
Outstanding, December 31, 2004	6,555			$ 36.97	5.97 years	$113,773
Exercisable, December 31, 2004	3,972			$ 31.74	4.36 years	$ 89,701

The fair value of each option is estimated as of the date of grant using a Black-Scholes option pricing model. Expected volatility is based on historical volatility of the Company's stock and other factors. The expected life of options granted incorporates historical employee exercise and termination behavior. Different expected lives are used for separate groups of employees that have similar historical exercise patterns. The risk-free rate for periods that coincide with the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of grant. The following summarizes the assumptions used in determining the fair value of options granted:

	MEREDITH CORPORATION AND SUBSIDIARIES
	NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(Unaudited)

Six months ended December 31	2004		2003
Risk-free interest rate	3.3-4.0	%	3.3-4.2	%
Expected dividend yield	0.90	%	0.90	%
Expected option life	4-7	yrs	5-7	yrs
Expected stock price volatility	19-23	%	23	%
Weighted-average stock price volatility	22	%	23	%

The weighted-average grant date fair value of options granted during the six months ended December 31, 2004 and 2003 was $13.29 and $13.54, respectively. The total intrinsic value of options exercised during the six months ended December 31, 2004 and 2003 was $8.7 million and $4.5 million, respectively. As of December 31, 2004 there was $20.2 million in unrecognized compensation cost for stock options granted under the Plans. This cost is expected to be recognized over a weighted-average period of 2.2 years.

Cash received from option exercises under all share-based payment plans for the six months ended December 31, 2004 and 2003 was $14.8 million and $5.6 million, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $3.4 million and $1.7 million, respectively for the six months ended December 31, 2004 and 2003.

Meredith expects, from year to year, to repurchase a sufficient number of shares of stock to approximate or exceed the number of options granted annually.

9. Comprehensive Income

Comprehensive income is defined as the change in equity during a period from transactions and other events and circumstances from nonowner sources. Comprehensive income includes net earnings as well as foreign currency translation adjustments. Total comprehensive income for the three-month periods ended December 31, 2004 and 2003, was $27.8 million and $18.0 million, respectively. Total comprehensive income for the six-month periods ended December 31, 2004 and 2003, was $51.8 million and $35.8 million, respectively.

10. Segment Information

Meredith Corporation is a diversified media company primarily focused on the home and family marketplace. Based on products and services, the Company has established two reportable segments: publishing and broadcasting. The publishing segment includes magazine and book publishing, integrated marketing, interactive media, database-related activities, brand licensing, and other related operations. The broadcasting segment includes the operations of 13 network-affiliated television stations, one AM radio station and one television station operated under a joint sales agreement. There are no material intersegment transactions. There have been no changes in the basis of segmentation since June 30, 2004.

There are two principal financial measures reported to the chief executive officer for use in assessing segment performance and allocating resources. Those measures are operating profit and earnings before interest, taxes, depreciation and amortization (EBITDA). Operating profit for segment reporting, disclosed below, is revenues less operating costs excluding unallocated corporate expenses. Segment operating costs include allocations of certain centrally incurred costs such as employee benefits, occupancy, information systems, accounting services, internal legal staff and human resources administration expenses. These costs are allocated based on actual usage

	MEREDITH CORPORATION AND SUBSIDIARIES
	NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	(Unaudited)

or other appropriate methods, primarily number of employees. Unallocated corporate expenses are corporate overhead expenses not attributable to the operating groups. Interest income and expense are not allocated to the segments. Segment EBITDA also excludes unallocated corporate expenses. In accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information , EBITDA is not presented below.

		Three Months Ended December 31						Six Months Ended December 31
(In thousands)		2004			Restated 2003			2004			Restated 2003
Revenues
Publishing	$	204,663		$	206,855		$	420,241		$	413,526
Broadcasting		89,890			73,524			163,175			139,523
Total revenues	$	294,553		$	280,379		$	583,416		$	553,049

Operating profit
Publishing	$	24,817		$	21,951		$	62,640		$	54,232
Broadcasting		32,186			19,596			46,439			29,603
Unallocated corporate		(8,302	)		(7,224	)		(16,405	)		(15,180	)
Income from operations	$	48,701		$	34,323		$	92,674		$	68,655

Depreciation and amortization
Publishing	$	2,416		$	2,588		$	4,761		$	5,107
Broadcasting		5,822			5,607			11,315			11,120
Unallocated corporate		508			653			1,101			1,325
Total depreciation and amortization	$	8,746		$	8,848		$	17,177		$	17,552

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE OVERVIEW

Meredith Corporation (Meredith or the Company) is one of America's leading home and family publishers and a broadcaster with television stations in top markets such as Atlanta and Phoenix. Each month we reach more than 75 million American consumers through our magazines, books, custom publications, web sites, and television stations.

Meredith operates in two business segments. Publishing consists of magazine and book publishing, integrated marketing, interactive media, database-related activities, brand licensing and other related operations. Broadcasting consists of 13 network-affiliated television stations and one radio station. In addition, we own the non-license assets and participate in a joint-sales agreement for one television station. Both segments operate primarily in the United States and compete against similar media and other types of media on both a local and national basis. Publishing accounted for 72 percent of the Company's revenues in the first six months of fiscal 2005 while broadcasting revenues totaled 28 percent.

PUBLISHING
Advertising revenues made up 47 percent of publishing's revenues in the first half of fiscal 2005. These revenues are generated from the sale of advertising space in the Company's magazines and on web sites to clients interested in promoting their brands, products and services to consumers. Circulation revenues accounted for 27 percent of publishing's fiscal 2005 first half revenues. Circulation revenues result from the sale of magazines to consumers through subscriptions and through single copy sales on newsstands, primarily at major retailers and grocery/drug stores. The remaining 26 percent of publishing revenues came from a variety of activities that included the sale of books and custom publishing services as well as brand licensing, product sales and related activities. Publishing's major expense categories include production and delivery of publications and promotional mailings and employee compensation costs.

BROADCASTING
Broadcasting derives almost all of its revenues-98 percent in the first six months of fiscal 2005-from the sale of advertising. The remainder comes from television rebroadcast rights fees, network compensation, television production services, and other services. Political advertising associated with biennial election campaigns can result in cyclical increases (in odd-numbered fiscal years) and decreases (in even-numbered fiscal years) in advertising revenues. Broadcasting's major expense categories are employee compensation and programming costs.

FIRST SIX MONTHS FISCAL 2005 HIGHLIGHTS

Revenues increased 5 percent from the prior-year period reflecting increased advertising revenues, including cyclical political advertising at the television stations, strong growth in our custom publishing revenues, and the addition of new broadcasting properties.
Both segments increased operating profits and improved their operating profit margins in the period.
We elected to begin expensing stock options and have restated prior periods to include expense previously disclosed on a pro forma basis in the notes to our consolidated financial statements.
Diluted earnings per share increased 47 percent to $1.00 from prior-year first half earnings of $0.68. The increase primarily reflected the improved performance of both operating groups.

We generated $54.9 million in operating cash flow and spent $49.1 million to repurchase shares of our common stock in the six month period.
In November 2004, we acquired the non-license assets of KSMO-TV, the WB affiliate in Kansas City, and entered into a joint sales agreement under which we will manage the sales and certain other operations of KSMO. We will also have the opportunity to purchase the station's license assets at a later date, if allowed under Federal Communications Commission rules. We already own KCTV, the CBS affiliate in Kansas City. In August 2004, we acquired WFLI-TV, the WB television affiliate serving Chattanooga, TN. Chattanooga is the 86 ^th largest television market in the country, and the station serves viewers in southeast Tennessee and northwest Georgia. This station increases our presence in the Southeast, where we already own stations in Atlanta, Nashville and Greenville, SC. These acquisitions add WB stations to our affiliate mix and fit into our strategy to expand our broadcasting group portfolio, particularly focusing on duopolies and regional clusters. Our initial investment in these stations of approximately $42 million was not material.

SHARE-BASED COMPENSATION EXPENSE
In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment . This Statement requires public entities to record expense for share-based payments, primarily stock options, awarded to employees based on the grant-date fair value of the award. We elected to adopt this Statement effective October 1, 2004, in advance of the Company's required adoption date of July 1, 2005. Previously, we valued share-based payments by the intrinsic value method in our financial statements while providing pro-forma disclosure of fair-value-based expense. Since stock options are typically granted at the current market price of the stock, the intrinsic value method usually resulted in no expense being recorded. The Statement provides various transition methods. We used the modified version of the retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under previous accounting standards.

SFAS No. 123 (revised 2004) requires entities to estimate the number of forfeitures expected to occur and record expense based upon the number of awards expected to vest. Previously, Meredith accounted for forfeitures as they occurred as permitted under previous accounting standards. As a result, in the second quarter of fiscal 2005, the Company recorded the cumulative effect of a change in accounting principle of $1.5 million ($0.9 million after tax), or $0.02 per share, to reduce compensation expense recognized in previous periods for the estimated forfeitures of outstanding awards.

Adoption of this Statement resulted in the recognition of share-based compensation expense in the current period and the restatement of prior period results. For the three months ended December 31, selling, general and administrative expenses increased by $2.3 million in 2004 and $3.1 million in 2003. For the six months ended December 31, selling, general and administrative expenses increased by $5.1 million in 2004 and $5.6 million in 2003. The effect on earnings and diluted earning per share was as follows:

		Three Months Ended December 31						Six Months Ended December 31
(In thousands except per share data)		2004			Restated 2003			2004			Restated 2003
Earnings before cumulative effect of change in accounting principle:
	Before adoption	$	28,231		$	19,437		$	53,855		$	38,487
	Share-based compensation, net of taxes		(1,409	)		(1,880	)		(3,116	)		(3,440	)
	After adoption	$	26,822		$	17,557		$	50,739		$	35,047
	Diluted earnings per share before adoption	$	0.55		$	0.38		$	1.05		$	0.75
	Share-based compensation, net of taxes		(0.03	)		(0.04	)		(0.07	)		(0.07	)
	Diluted earnings per share after adoption	$	0.52			0.34		$	0.98		$	0.68

We expect share-based compensation expense in future periods to be comparable subject to variations in the number and valuation of future share-based payments. Adoption of this Statement also resulted in the restatement of certain balance sheet amounts, primarily deferred taxes and shareholders' equity, and the reclassification of certain cash flows between operating and financing activities. See Notes 1c and 2 to the Interim Condensed Consolidated Financial Statements for additional details.

USE OF NON-GAAP FINANCIAL MEASURES
Our analysis of broadcasting segment results includes references to earnings before interest, taxes, depreciation, and amortization (EBITDA). EBITDA and EBITDA margin are non-GAAP measures. We use EBITDA along with operating profit and other GAAP measures to evaluate the financial performance of our broadcasting segment. EBITDA is a common alternative measure of performance in the broadcasting industry and is used by investors and financial analysts, but its calculation may vary among companies. Broadcasting segment EBITDA is not used as a measure of liquidity, nor is it necessarily indicative of funds available for our discretionary use.

We believe the non-GAAP measures used in the Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contribute to an understanding of our financial performance. These measures should not, however, be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. We use and present non-GAAP financial measures along with GAAP results to evaluate and communicate the performance of the Company and its segments. We believe the non-GAAP financial measures provide an additional analytic tool to understand our results from core operations and to reveal underlying trends.

RESULTS OF OPERATIONS

CONSOLIDATED

Three Months ended December 31		2004	Restated 2003		Percent Change
(In thousands except per share data )
Total revenues	$	294,553	$	280,379	5 %
Operating costs and expenses		245,852		246,056	--
Income from operations	$	48,701	$	34,323	42 %
Earnings before cumulative effect of change in accounting principle	$	26,822	$	17,557	53 %
Net earnings	$	27,715	$	17,557	58 %
Diluted earnings per share
Before cumulative effect of change in accounting principle	$	0.52	$	0.34	53 %
Net earnings	$	0.54	$	0.34	59 %

Six Months ended December 31		2004	Restated 2003		Percent Change
(In thousands except per share data)
Total revenues	$	583,416	$	553,049	5 %
Operating costs and expenses		490,742		484,394	1 %
Income from operations	$	92,674	$	68,655	35 %
Earnings before cumulative effect of change in accounting principle	$	50,739	$	35,047	45 %
Net earnings	$	51,632	$	35,047	47 %
Diluted earnings per share
Before cumulative effect of change in accounting principle	$	0.98	$	0.68	44 %
Net earnings	$	1.00	$	0.68	47 %

The following sections provide an analysis of the results of operations for the publishing and broadcasting segments followed by an analysis of the consolidated results of operations for the quarter and six months ended December 31, 2004 compared with the respective prior-year periods. This commentary should be read in conjunction with the condensed consolidated financial statements presented elsewhere in this report and with the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2004.

PUBLISHING
Publishing operating results were as follows:

Three months ended December 31		2004	Restated 2003		Percent Change
(In thousands)
Advertising revenues	$	88,101	$	92,548	(5)%
Circulation revenues		55,861		59,520	(6)%
Other revenues		60,701		54,787	11 %
Total revenues		204,663		206,855	(1)%
Operating costs		179,846		184,904	(3)%
Operating profit	$	24,817	$	21,951	13 %

Six months ended December 31		2004	Restated 2003		Percent Change
(In thousands)
Advertising revenues	$	196,850	$	193,159	2 %
Circulation revenues		114,087		120,151	(5)%
Other revenues		109,304		100,216	9 %
Total revenues		420,241		413,526	2 %
Operating costs		357,601		359,294	--
Operating profit	$	62,640	$	54,232	16 %

Revenues
Publishing revenues declined 1 percent in the second quarter compared with the prior-year quarter as a result of lower advertising and circulation revenues. These declines were partially offset by higher revenues from custom publishing and licensing. In the first half of fiscal 2005 revenues increased 2 percent compared with the prior-year period due to strong growth in revenues from custom publishing as well as higher advertising and licensing revenues. Lower revenues from circulation and the sale of books partially offset those increases.

Publishing advertising revenues declined 5 percent in the second quarter. The decline was attributable to the sale of fewer advertising pages at most of our titles. The decline in advertising pages was partially offset by higher average revenues per page at most titles. Among advertising categories, demand was weaker for the home, retail, household supply, and pharmaceutical categories while direct response, remedies and cosmetics showed strength. In the six months ended December 31, 2004, advertising revenues increased 2 percent as higher average revenues per page more than offset a mid-single digit percentage decline in advertising pages sold. Advertising categories showing strength in the period included remedies, direct response, and food and beverage, while demand was weaker for the household supplies, pharmaceuticals, and home and building categories. An increase in online advertising also contributed to the growth in advertising revenues in the six-month period.

Combined advertising revenues at the Company's two largest circulation titles, Better Homes and Gardens and Ladies' Home Journal, declined in the high-single digits on a percentage basis in the second quarter and were down in the mid-single digits in the first half of fiscal 2005. The decline at Better Homes and Gardens reflected fewer advertising pages sold partially offset by higher average revenues per page. At Ladies' Home Journal the primary factor in the revenue decline was lower average revenues per page as the number of advertising pages sold increased in both the quarter and six-month period. Advertising revenues declined in the low-single digits at American Baby magazine in the second quarter due to fewer advertising pages. In the six-month period, advertising revenues and pages increased in the mid-single digits at American Baby. Advertising revenues at our mid-sized group of titles, which includes Country Home , Traditional Home, Midwest Living and More magazines, declined in the low-single digits on a percentage basis in the second quarter and were up in the high-single digits in the first half of fiscal 2005. The decline in revenues in the second quarter reflected fewer advertising pages partially offset by higher revenues per page at most titles. In the six-month period, ad pages were down at all mid-sized titles except More magazine, but higher average revenues per page more than offset the decline in pages to result in higher revenues.

Magazine circulation revenues declined 6 percent in the second quarter and 5 percent in the six-month period versus the comparable prior-year periods. The declines reflected lower average subscription revenues per copy for several titles, due to an increase in the subscription term of direct mail offers. Our strategy is to increase circulation profits, which were up in the mid-single digits on a percentage basis in both the quarter and six-month period, by increasing the term of direct mail offers which lowers costs. Also contributing to the decline in circulation revenues was lower newsstand revenues due to continued weakness in newsstand sales and our previously announced reduction in the number of Special Interest Publications published.

Other publishing revenues increased 11 percent from the prior-year second quarter and were up 9 percent in the six-month period primarily reflecting strong new business growth in integrated marketing, our custom publishing operation. Some of the larger new programs include Nestlé, Hyundai and Creative Memories. An increase in revenues from licensing activities also contributed to the revenue growth. Revenues from the sale of books increased slightly in the second quarter, but were down in the low teens on a percentage basis in the six-month period due to the timing of the book release schedule compared with the prior year.

Operating Costs
Second quarter publishing operating costs decreased 3 percent from the comparable fiscal 2004 quarter. In the six months ended December 31, 2004, publishing operating costs were down slightly versus the comparable prior-year period. The decline in costs in both periods reflected volume-related decreases in magazine production and distribution costs resulting from fewer advertising pages sold. In addition, magazine subscription acquisition costs declined from a shift to more profitable direct-to-publisher sources. We also maintained disciplined expense management. Partially offsetting these cost decreases were higher employee compensation costs. Employee compensation costs were up as a result of higher staff levels primarily to support the growth in the integrated marketing business and higher compensation levels due to annual merit increases.

Operating Profit
Publishing operating profit increased 13 percent in the quarter and 16 percent in the six-month period. The primary factors were higher magazine circulation contribution and disciplined expense management. A volume-related increase in integrated marketing operating profits also contributed. In addition, the six months benefited from higher advertising revenues but also reflected lower operating profits from book sales.

BROADCASTING
Broadcasting operating results were as follows:

Three months ended December 31		2004	Restated 2003		Percent Change
(In thousands)
Non-political advertising revenues	$	76,119	$	71,539	6 %
Political advertising revenues		12,201		445	NM
Other revenues		1,570		1,540	2 %
Total revenues		89,890		73,524	22 %
Operating costs		57,704		53,928	7 %
Operating profit	$	32,186	$	19,596	64 %
NM-Not meaningful

Six months ended December 31		2004	Restated 2003		Percent Change
(In thousands)
Non-political advertising revenues	$	141,583	$	135,446	5 %
Political advertising revenues		18,579		794	NM
Other revenues		3,013		3,283	(8)%
Total revenues		163,175		139,523	17 %
Operating costs		116,736		109,920	6 %
Operating profit	$	46,439	$	29,603	57 %
NM-Not meaningful

Revenues
Broadcasting revenues increased 22 percent in the second quarter and 17 percent in the first six months of fiscal 2005 compared with the respective prior-year periods. Net political advertising revenues totaled $12.2 million in the second quarter and $18.6 million in the six-month period compared with less than $1 million in net political advertising revenues in the both the second quarter and first six months of the prior fiscal year. The fluctuations in political advertising revenues at our stations, and in the broadcasting industry, generally follow the biennial cycle of election campaigns. Political advertising displaces a certain amount of non-political advertising and therefore the revenues are not entirely incremental. Non-political advertising revenues increased 6 percent in the second quarter and 5 percent in the six-month period. The increases in nonpolitical advertising revenues reflected the addition of revenues from new properties and higher local advertising at comparable stations. On a comparable basis, non-political advertising revenues increased 3 percent in the quarter and 2 percent in the six-month period. New properties include an AM radio station in Saginaw/Bay City, MI, a CBS station in Springfield-Holyoke, MA, and WB affiliates in Kansas City and Chattanooga, TN.

Operating Costs
Operating costs increased 7 percent in the quarter and 6 percent in the first half of fiscal 2005 compared with the respective prior-year periods. The cost increases resulted primarily from the addition of the new properties. On a comparable basis, costs increased 2 percent in the quarter and 4 percent in the six-month period. These increases primarily reflected higher employee compensation costs. In addition, in the six month period, programming costs increased mostly due to the higher fee paid in Kansas City for the NFL Chiefs' pre-season broadcast rights but were partially offset by lower broadcasting program rights amortization.

Operating Profit
Broadcasting operating profit increased 64 percent in the second quarter and 57 percent in the first half of fiscal 2005 as a result of the increase in advertising revenues.

Supplemental Disclosure of Broadcasting EBITDA
Meredith's broadcasting EBITDA is defined as broadcasting segment operating profit plus depreciation and amortization expense. EBITDA is not a GAAP financial measure and should not be considered in isolation or as a substitute for GAAP financial measures. See the discussion of management's rationale for the use of EBITDA in the preceding Executive Overview section. The following table provides reconciliations between broadcasting segment operating profit and EBITDA. The EBITDA margin is defined as segment EBITDA divided by segment revenues.

Three months ended December 31		2004	Restated 2003
(In thousands)
Revenues	$	89,890	$	73,524
Operating profit	$	32,186	$	19,596
Depreciation and amortization		5,822		5,607
EBITDA	$	38,008	$	25,203
EBITDA margin		42.3 %		34.3 %

Six months ended December 31		2004	Restated 2003
(In thousands)
Revenues	$	163,175	$	139,523
Operating profit	$	46,439	$	29,603
Depreciation and amortization		11,315		11,120
EBITDA	$	57,754	$	40,723
EBITDA margin		35.4 %		29.2 %

UNALLOCATED CORPORATE EXPENSES
Unallocated corporate expenses are general corporate overhead expenses not attributable to the operating groups. These expenses were as follows:

		2004	Restated 2003		Percent Change
(In thousands)
Three months ended December 31	$	8,302	$	7,224	15 %
Six months ended December 31	$	16,405	$	15,180	8 %

Unallocated corporate expenses increased 15 percent in the second quarter and were up 8 percent in the first six months of fiscal 2005 compared with the respective prior-year periods primarily due to increased legal and employee medical insurance benefit expenses as well as higher rent expense resulting from rent escalation clauses on our office space in New York City.

CONSOLIDATED

Consolidated Operating Costs and Expenses
Consolidated operating costs and expenses were as follows:

Three months ended December 31		2004	Restated 2003		Percent Change
(In thousands)
Production, distribution and editorial	$	123,413	$	121,719	1 %
Selling, general and administrative		113,693		115,489	(2)%
Depreciation and amortization		8,746		8,848	(1)%
Total operating costs and expenses	$	245,852	$	246,056	--

Six months ended December 31		2004	Restated 2003		Percent Change
(In thousands)
Production, distribution and editorial	$	252,589	$	244,770	3 %
Selling, general and administrative		220,976		222,072	--
Depreciation and amortization		17,177		17,552	(2)%
Total operating costs and expenses	$	490,742	$	484,394	1 %

Production, distribution and editorial expenses increased 1 percent in the second quarter and 3 percent in the six month period compared to the respective prior-year periods. The increases reflected higher publishing editorial costs and higher broadcasting spending for news and sports programming. The increase in publishing editorial costs primarily reflected higher employee compensation costs related to increased staff levels, mostly in integrated marketing, and annual merit increases. Also contributing to the cost increase in the six-month period was a volume-related increase in production costs for integrated marketing custom publishing projects. These cost increases were partially offset by a volume-related decline in magazine production and distribution costs and, in the six month period, lower broadcasting program rights amortization expense.

Selling, general and administrative expenses decreased slightly from the prior second quarter and six-month period. The declines resulted from lower magazine subscription acquisition costs and disciplined expense management. Increased spending for employee compensation costs and higher legal, rent and employee benefit expenses partially offset the declines.

Depreciation and amortization expenses decreased slightly in both the quarter and six month period. The decline reflected lower information technology depreciation due to certain systems becoming fully depreciated.

Income from Operations
Income from operations increased 42 percent in the second quarter reflecting revenue growth in broadcasting and higher operating margins in both of our business segments. Income from operations increased 35 percent in the first half of fiscal 2005 as a result of higher revenues and operating margins in both of our business segments.

Net Interest Expense
Net interest expense was $4.9 million in the fiscal 2005 second quarter compared with expense of $5.7 million in the comparable prior-year quarter. In the six months ended December 31, 2004, net interest expense was $9.9 million versus $11.5 million in the comparable prior-year period. Average long-term debt outstanding was $300 million in the current periods compared with $343 million in the second quarter and $353 in the first half of fiscal 2004.

Interest expense in the prior-year periods included the effects of interest rate swap contracts. We had entered into interest rate swap contracts to effectively convert a substantial portion of our variable rate debt to fixed rate debt. The net cash disbursements related to these contracts were included in interest expense. In addition, certain interest rate swap contracts had previously been deemed ineffective and dedesignated as hedge contracts. Subsequent to the discontinuation of hedge accounting, changes in the fair market value of the affected interest rate swap contracts were recorded as interest expense. The net effect of the swap contracts was an increase in interest expense of $0.5 million in the second quarter and $1.0 million in the first six months of fiscal 2004. All of our interest rate swap contracts expired in June 2004.

Income Taxes
Our effective tax rate was 38.7 percent in all periods.

Earnings and Earnings per Share
Earnings before the cumulative effect of a change in accounting principle were $26.8 million ($0.52 per diluted share) in the quarter ended December 31, 2004, up 53 percent from $17.6 million ($0.34 cents per diluted share) in the comparable prior-year quarter. In the six months ended December 31, 2004, earnings before the cumulative effect of a change in accounting principle were $50.7 million ($0.98 per diluted share), an increase of 45 percent from prior-year six month earnings of $35.0 million ($0.68 per diluted share). The improvements reflected higher segment operating profits and lower interest expense. Net earnings in the three and six month periods ended December 31, 2004 were $27.7 million ($0.54 per diluted share) and $51.6 million ($1.00 per diluted share), respectively, including the cumulative effect of a change in accounting principle related to an adjustment for anticipated forfeitures of share-based compensation awards. Average basic and diluted shares outstanding decreased slightly in both the quarter and six month period.

LIQUIDITY AND CAPITAL RESOURCES

Six months ended December 31		2004	Restated 2003		Percent Change
(In thousands)
Net earnings	$	51,632	$	35,047	47 %
Cash flows from operations	$	54,898	$	60,871	(10)%
Cash flows used by investing	$	(43,268)	$	(11,778)	(267)%
Cash flows used by financing	$	(44,697)	$	(61,694)	28 %
Net decrease in cash and cash equivalents	$	(33,067)	$	(12,601)	(162)%

OVERVIEW
Meredith's primary source of liquidity is cash generated by operating activities. Debt financing is typically used for significant acquisitions. We expect cash on hand, internally generated cash flow, and available credit from third-party financing agreements to provide sufficient funds for operating and recurring cash needs (e.g., working capital, capital expenditures, debt repayments, cash dividends and share repurchases) into the foreseeable future. We have up to $250 million available under current credit agreements. These credit agreements also allow us to request an increase of up to another $150 million. While there are no guarantees that we will be able to replace current credit agreements when they expire, we expect to be able to do so.

SOURCES AND USES OF CASH
Cash and cash equivalents decreased $33.1 million in the first six months of fiscal 2005; they decreased $12.6 million in the comparable period of fiscal 2004. In both periods, net cash provided by operating activities was used for purchases of Company stock, capital investments, and dividends. In the current period, cash was also used for acquisitions. In the prior-year period, cash was also used to reduce debt.

Operating activities
The largest single component of operating cash inflows is cash received from advertising customers. Other sources of operating cash inflows include cash received from magazine circulation sales and other revenue transactions such as book, integrated marketing, and product sales. Operating cash outflows include payments to vendors and employees and payments of interest and income taxes.

Cash provided by operating activities totaled $54.9 million in the first half of fiscal 2005 compared with $60.9 million in first half of fiscal 2004. The largest factors in the decrease were a reduction in cash received from magazine newsstand sales as well as increased cash spending for employee compensation costs and income taxes.

These declines were partially offset by increased cash received from advertising and integrated marketing sales and lower interest payments.

Investing activities
Investing cash inflows generally include proceeds from the sale of assets or a business. Investing cash outflows generally include payments for the acquisition of new businesses, investments, and additions to property, plant and equipment.

Net cash used by investing activities increased from $11.8 million in the first half of fiscal 2004 to $43.3 million in the current period. The increase primarily reflected the use of cash for broadcasting acquisitions in the current period.

Financing activities
Financing cash inflows generally include borrowings under debt agreements, proceeds from common stock issued for stock option exercises and for our Employee Stock Purchase Plan and excess tax benefits from share-based payments. Financing cash outflows generally include the repayment of long-term debt, repurchases of Company stock, and the payment of dividends.

Net cash used by financing activities totaled $44.7 million in the six months ended December 31, 2004, compared with $61.7 million in the six months ended December 31, 2003. The decline reflected a reduction in net debt repayments and increased proceeds from common stock issued. This was partially offset by increased spending for purchases of Company stock and higher dividend payments in the current period.

Long-term debt
At December 31, 2004, long-term debt outstanding totaled $300 million in fixed-rate unsecured senior notes. $125 million of this debt is due in the next 12 months. We expect to repay this debt with cash on hand and credit available under current credit agreements. The weighted average effective interest rate for the fixed-rate notes is 6.55 percent. We also have credit available under an asset-backed commercial paper facility with a capacity of up to $100 million and a revolving credit facility of up to $150 million. The revolving credit facility also allows us to request an increase of up to another $150 million. The asset-backed commercial paper facility renews annually until April 9, 2007, the facility termination date. The interest rate changes monthly and is based on a fixed spread over the average commercial paper cost to the lender. The revolving credit facility expires on November 12, 2009. The interest rate is variable based on LIBOR and Meredith's debt to trailing 12 month EBITDA ratio.

All of our debt agreements include financial covenants, and failure to comply with any such covenants could result in the debt becoming payable on demand. The Company was in compliance with all debt covenants at December 31, 2004 and expects to remain so in the future.

Contractual obligations
Our contractual obligations are summarized in our Annual Report on Form 10-K for the year ended June 30, 2004. As of December 31, 2004, there had been no material changes in our contractual obligations from June 30, 2004.

Share repurchase program
As part of our ongoing share repurchase program, we spent $49.1 million in the first half of fiscal 2005 to repurchase an aggregate of 965,000 shares of Meredith Corporation common stock at then current market prices. We spent $14.1 million to repurchase 294,000 shares in the first six months of fiscal 2004. We expect to continue repurchasing shares from time to time in the foreseeable future, subject to market conditions. As of December 31, 2004, approximately 1.1 million shares were authorized for future repurchase. The status of the repurchase program is reviewed at each quarterly Board of Directors meeting. See Part II, Item 2 (c), Issuer Purchases of Equity Securities, of this Form 10-Q for detailed information on share repurchases during the quarter ended December 31, 2004.

Dividends
Dividends paid in the first six months of fiscal 2005 totaled $12.0 million, or 24 cents per share, compared with dividend payments of $9.5 million, or 19 cents per share, in the first half of fiscal 2004.

Capital expenditures
Spending for property, plant, and equipment totaled $9.8 million in the first six months of fiscal 2005 compared with prior-year first half spending of $11.4 million. The decline reflected lower spending for information technology systems and equipment in the current period. We expect to spend between $18 and $22 million in fiscal 2005 and 2006 for a new facility for our television station in Hartford. We have no other material commitments for capital expenditures. We expect funds for future capital expenditures to come from operating activities or, if necessary, borrowings under credit agreements.

OTHER MATTERS

CRITICAL ACCOUNTING POLICIES
Meredith's critical accounting policies are summarized in our Annual Report on Form 10-K for the year ended June 30, 2004. As of December 31, 2004, the Company's critical accounting policies discussed in our Annual Report had not changed from June 30, 2004. The adoption of SFAS No. 123 (revised December 2004), which requires us to recognize expense for share-based payments, introduces a new accounting policy that requires management to make estimates and assumptions that affect the amounts reported in our financial statements. We now consider this to be a critical accounting policy.

Share-based compensation expense

Meredith has several stock incentive plans that permit us to grant various types of share-based incentives to key employees and directors. The primary types of incentives granted under these plans are stock options and restricted shares of common stock. Restricted shares are valued at the market value of traded shares on the date of grant. The valuation of stock options, however, requires numerous assumptions. We currently determine the fair value of each option as of the date of grant using a Black-Scholes option pricing model. This model requires inputs for the expected volatility of our stock price, expected life of the option and expected dividend yield, among others. In addition, we estimate the number of options expected to eventually vest. We base our assumptions on historical data, expected market conditions and other factors. In some instances a range of assumptions is used to reflect differences in behavior among various groups of employees. Changes in these assumptions could materially affect the share-based compensation expense recognized as well as various liability and equity balances.

OUTLOOK
The following statements reflect our current expectations for the third quarter and the remainder of fiscal 2005.

Expensing options will reduce earnings per share approximately $0.14 for all of fiscal 2005. Given this accounting adjustment, the Company anticipates option-adjusted earnings per share will approximate $2.50 in fiscal 2005.

For the third quarter of fiscal 2005, Broadcast pacings, which are a snapshot in time and change frequently, are currently running up in the low single digits.

The Company expects the Publishing Group to grow operating profit in the mid to high single digits in the third quarter due to strong results from its integrated marketing operations, increased circulation profit, and prudent cost management. Publishing advertising revenues are expected to be down in the low single digits, reflecting the uncertain advertising climate.

Expensing options will reduce earnings per share approximately $0.04 in each of the third and fourth quarters of fiscal 2005. Given this accounting adjustment, the Company anticipates option-adjusted earnings per share will be in the range of $0.67 to $0.69 in the third quarter of fiscal 2005.

We may update this guidance periodically during the fiscal year through our quarterly earnings releases or through management presentations to industry, investor, and investment analyst groups. Copies of our quarterly earnings releases are available on our website ( www.meredith.com ) in the Investor Information section. Copies of the text of management presentations that may contain material non-public information are also posted on our website, typically for one week following the presentation. Copies of both earnings releases and such management presentations are also furnished to the Securities and Exchange Commission on Form 8-K and can be accessed through their website ( www.sec.gov ). The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

RISK FACTORS
Except for the historical information contained herein, the matters discussed in this quarterly report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those predicted by such forward-looking statements. These statements are based on management's current knowledge and estimates of factors affecting our operations. Readers are cautioned not to place undue reliance on such forward-looking information. Factors that could adversely affect future results include but are not limited to downturns in national and/or local economies; a softening of the domestic advertising market; world, national or local events that could disrupt broadcast television; increased consolidation among major advertisers or other events depressing the level of advertising spending; the unexpected loss of one or more major clients; changes in consumer reading, purchase, and/or television viewing patterns; unanticipated increases in paper, postage, printing, or syndicated programming costs; changes in television network affiliation agreements; technological developments affecting products or methods of distribution; changes in legislation or government regulations affecting the Company's industries; unexpected changes in interest rates; and any acquisitions and/or dispositions. Meredith's Annual Report on Form 10-K for the year ended June 30, 2004 includes a more complete description of the risk factors that may affect our results.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Meredith is exposed to certain market risks as a result of its use of financial instruments, in particular the potential market value loss arising from adverse changes in interest rates. Readers are referred to Item 7A, Quantitative and Qualitative Disclosures about Market Risk of the Company's fiscal 2004 Form 10-K for a more complete discussion of these risks.

Long-term debt
At December 31, 2004, Meredith had outstanding $300 million in fixed-rate long-term debt. There are no earnings or liquidity risks associated with the Company's fixed-rate debt. The fair market value of the fixed-rate debt (based on discounted cash flows reflecting borrowing rates currently available for debt with similar terms and maturities) varies with fluctuations in interest rates. A 10 percent decrease in interest rates would have changed the fair market value of the fixed-rate debt to $308.7 million from $306.6 million at December 31, 2004.

Broadcast rights payable
There has been no material change in the market risk associated with broadcast rights payable since June 30, 2004.

Item 4.

Controls and Procedures

Meredith's Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this Form 10-Q, that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that Meredith files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. There have been no significant changes in the Company's internal controls that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting in the quarter ended December 31, 2004.

PART II

OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(c)

Issuer Purchases of Equity Securities

The following table sets forth information with respect to the Company's repurchases of common and class B stock during the quarter ended December 31, 2004.

Period

(a)

Total number of shares purchased ¹

(b)

Average price
paid
per share

(c)

Total number of shares purchased as part of publicly announced programs

(d)

Maximum number of shares that may yet be purchased under programs

October 1 to
October 31, 2004

169,707

$50.83

169,707

1,302,659

November 1 to
November 30, 2004

138,601

$49.64

138,601

1,164,058

December 1 to
December 30, 2004

47,827

$52.99

47,827

1,116,231

Total

356,135

$50.66

356,135

1,116,231

¹
Column (a), Total number of shares purchased, includes no purchases of Class B stock and the following shares withheld to pay taxes upon the exercise of stock options: 621 in October 2004, 3,801 in November 2004 and 18,805 in December 2004.

In February 2004, Meredith announced the Board of Directors had authorized the repurchase of up to 2 million additional shares of the Company's stock through public and private transactions.

For more information on the Company's share repurchase program, see Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, under the heading " Share repurchase program ."

Item 4.

Submission of Matters to a Vote of Security Holders.

(a)

The Annual Meeting of Shareholders was held on November 8, 2004, at the Company's headquarters in Des Moines, Iowa.

(b)

The name of each director elected at the Annual Meeting is shown under Item 4(c)(1). The other directors whose terms of office continued after the meeting were: Herbert M. Baum, Frederick B. Henry, William T. Kerr, Robert E. Lee, David J. Londoner, Philip A. Marineau, Charles D. Peebler, Jr. and Nicholas L. Reding.

(c)	(1)	Proposal 1: Election of four Class II directors for terms expiring in 2007. Each nominee was elected in uncontested elections by the votes cast as follows:

					Number of shareholder votes *
					For	Withheld
		Class II directors
			Mary Sue Coleman		128,894,375	1,330,172
			D. Mell Meredith Frazier		120,074,608	10,149,940
			Joel W. Johnson		128,424,943	1,799,605
			Stephen M. Lacy		129,054,547	1,170,001

		* As specified on the proxy card, if no vote For or Withhold was specified, the shares were voted For the election of the named director.

(c)	(2)	Proposal 2: Approval of the Meredith Corporation 2004 Stock Incentive Plan. Proposal 2 was approved by the votes cast as follows:
		For		Against	Abstentions	Broker Non-votes
		100,198,575		25,154,810	704,869	4,166,294

Item 6.

Exhibits

		4	Second Amendment to Credit Agreement dated April 5, 2002 among Meredith Corporation, as Borrower, The Lenders listed herein, Fleet National Bank, as Administrative Agent and Issuing Lender, Bank One, NA and Wells Fargo Bank, National Association, each as Co-Syndication Agent and Suntrust Bank, Central Florida, National Association, as Documentation Agent, with Fleet Securities, Inc. having acted as Lead Arranger.

		10.1	Meredith Corporation 2004 Stock Incentive Plan is incorporated herein by reference to Exhibit B to the Company's Proxy Statement for the Annual Meeting of Shareholders on November 8, 2004.

		10.2	Form of Restricted Stock Award Agreement between Meredith Corporation and the named employee for the 2004 Stock Incentive Plan.

		10.3	Form of Nonqualified Stock Option Award Agreement between Meredith Corporation and the named employee for the 2004 Stock Incentive Plan.

		31	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

		32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	SIGNATURE


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.


	MEREDITH CORPORATION
	Registrant

	/s/ Suku V. Radia

	Suku V. Radia
	Vice President - Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date:

January 25, 2005

INDEX TO EXHIBITS

	Exhibit Number	Item

	4	Second Amendment to Credit Agreement dated April 5, 2002 among Meredith Corporation, as Borrower, The Lenders listed herein, Fleet National Bank, as Administrative Agent and Issuing Lender, Bank One, NA and Wells Fargo Bank, National Association, each as Co-Syndication Agent and Suntrust Bank, Central Florida, National Association, as Documentation Agent, with Fleet Securities, Inc. having acted as Lead Arranger.

	10.1	Meredith Corporation 2004 Stock Incentive Plan is incorporated herein by reference to Exhibit B to the Company's Proxy Statement for the Annual Meeting of Shareholders on November 8, 2004.

	10.2	Form of Restricted Stock Award Agreement between Meredith Corporation and the named employee for the 2004 Stock Incentive Plan.

	10.3	Form of Nonqualified Stock Option Award Agreement between Meredith Corporation and the named employee for the 2004 Stock Incentive Plan.

	31	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

	32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

E-1

	HIGHLIGHTS

	Financial Data:
		Balance Sheets
		Statement of Earnings
		Statement of Cash Flows
		Statement of Shareholders' Equity
		Notes
	Management's Discussion and Analysis
	Quantitative and Qualitative Disclosures about Market Risk
	Controls and Procedures

	Submission of Matters to a Vote of Security Holders
	Exhibits

	Index to Exhibits

Exhibit 4

SECOND AMENDMENT TO
MEREDITH CORPORATION CREDIT AGREEMENT

SECOND AMENDMENT AGREEMENT , dated as of November 12, 2004 (" this Amendment " ), pursuant to the Credit Agreement, dated as of April 5, 2002, as amended by a First Amendment, dated as of May 7, 2004 ( " Credit Agreement " ), by and among Meredith Corporation ( " Borrower " ), the several financial institutions from time to time party to the Credit Agreement as Lenders thereunder (collectively, " Lenders " ), Fleet National Bank, as the administrative agent for the Lenders ( " Administrative Agent " ), Bank One, NA and Wells Fargo Bank, National Association, each as a co-syndication agent for the Lenders (collectively, " Co-Syndication Agents " ), and Suntrust Bank, Central Florida, National Association, as documentation agent for the Lenders ( " Documentation Agent " ). Capitalized terms used in this Amendment and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.

SECTION 1. Background . The Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement to extend the maturity date and make several other changes thereto.

SECTION 2. Amendments to Credit Agreement . Subject to satisfaction of each of the conditions to effectiveness contained in Section 4 of this Amendment, the Credit Agreement is hereby amended as set forth below.

(a) Section 1.01 ( Definitions ) of the Credit Agreement is amended by adding the following new defined terms thereto in alphabetical order:

" Second Amendment Effective Date " means November 12, 2004, subject to the satisfaction of each of the conditions to effectiveness contained in Section 4 of the Second Amendment to this Agreement, dated as of November 12, 2004.

(b) Section 1.01 ( Definitions ) of the Credit Agreement is amended by restating the definition of each of the following defined terms in its entirety as set forth below:

" Fee Letters " means (i) the Administrative Agent's Fee Letter, executed on or prior to November 12, 2004, by and among the Borrower, the Administrative Agent and Banc of America Securities LLC, (ii) the Fee Letter, executed on or prior to November 12, 2004, by and among the Borrower and the Administrative Agent, and (iii) any other fee letters delivered by the Borrower to the Administrative Agent and/or Banc of America Securities LLC.

" Fees " means, collectively, (a) the Commitment Fees, (b) the Letter of Credit Fees, (c) all other fees payable to the Issuing Lender from time to time pursuant to Section 3.08 , and (d) all other fees payable to any of the Agents or Lenders from time to time pursuant to Section 2.06 .

" Maturity Date " means November 12, 2009.

" Permitted Acquisition " means an Acquisition by the Borrower or any Subsidiary of the Borrower, if: (a) in the case of the acquisition of Equity Interests of any Person, immediately after giving effect to such acquisition (i) such Person is a Subsidiary; (ii) the Borrower controls such Person directly or indirectly through one or more Subsidiaries; (iii) no Default shall have occurred and be continuing; (iv) the line or lines of business engaged in by such Person are substantially the same as or reasonably related to the lines of business engaged in by the Borrower and its Subsidiaries on the Second Amendment Effective Date; and (v) such acquisition is made on a negotiated basis with the approval of the Board of Directors of the Person to be acquired and, if necessary, the shareholders of the Person to be acquired and (b) in the case of the acquisition of assets from any Person, immediately after giving effect to such acquisition: (i) the assets acquired by the Borrower or such Subsidiary of the Borrower, shall be used by the Borrower or such Subsidiary in a line of business substantially the same as or reasonably related to the lines of business engaged in by the Borrower and its Subsidiaries on the Second Amendment Effective Date; and (ii) no Default shall have occurred and be continuing.

(d) Section 2.06 ( Fees ) of the Credit Agreement is amended by (i) deleting paragraph (b) thereof in its entirety, and (ii) designating paragraph (c) thereof as paragraph (b) .

(e) Section 5.07 ( Taxes ) of the Credit Agreement is amended by replacing the date "June 30, 1997" in the last sentence thereof with the date "June 30, 2001".

(f) Section 6.05 ( Loans or Advances ) of the Credit Agreement is amended by replacing the amount "$100,000,000" in clause (e) thereof with the amount "$200,000,000".

(g) Section 6.06 ( Investments ) of the Credit Agreement is amended by restating clause (a) of the first paragraph thereof in its entirety to read as follows:

(a) (i) direct obligations of the United States Government or any agency thereof maturing within one year, (ii) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision, and taxing authority (as the case may be) are rated at least A by S&P or A by Moody's Investors Services, Inc., and (iii) tax-exempt commercial paper of U.S. municipal, state or local governments rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody's Investors Services, Inc. and maturing within six months after the date of acquisition thereof;

(h) Section 6.06 ( Investments ) of the Credit Agreement is further amended by replacing the amount "$100,000,000" in clause (g) thereof with the amount "$200,000,000".

(i) Section 6.06 ( Investments ) is further amended by adding to the end of the first paragraph thereof the following sentence:

In addition to the Investments permitted by the foregoing provisions of this Section 6.06 , the Borrower and its Subsidiaries may make Investments in mutual funds sponsored by any registered broker dealer or mutual fund distributor which mutual fund primarily invests in the type of Investments described in clauses (a), (b), (c) and (d) of this Section 6.06 .

(j) Section 6.06 ( Investments ) of the Credit Agreement is further amended by amending and restating subclause (ii) of clause (y) of the second paragraph thereof to read in its entirety as follows:

(ii) make capital contributions to the Captive Insurance Subsidiary in an amount not exceeding $100,000,000 for all capital contributions made from and after the first anniversary of the date of formation of the Captive Insurance Subsidiary, which capital contributions shall consist of Permitted Intercompany Notes;

(k) Section 7.01 (Events of Default) of the Credit Agreement is amended by amending and restating paragraph (f) thereof in its entirety to read as follows:

(f)(i) any event or condition shall occur which results in the acceleration of the maturity of Debt outstanding of the Borrower or any Subsidiary having an aggregate principal amount in excess of $10,000,000 or the mandatory prepayment or purchase of such Debt by the Borrower (or its designee) or such Subsidiary (or its designee) prior to the scheduled maturity thereof, or enables the holders of such Debt or any Person acting on such holders' behalf to accelerate the maturity thereof or require the mandatory prepayment or purchase thereof prior to the scheduled maturity thereof, without regard to whether such holders or other Person shall have exercised their right to do so; (ii) the occurrence of any "Amortization Event" under the Receivables Program; or (iii) the Borrower shall be removed by the agent under the Receivables Program Documents as the "Servicer" under the Receivables Program; or

(l) Section 9.06 ( Increase in Total Commitment ) of the Credit Agreement is amended by amending and restating the first two sentences of paragraph (a) thereof in their entirety to read as follows:

(a) At any time prior to 5:00 p.m. (Boston, Massachusetts time) on the tenth (10 ^th ) Business Day prior to the fourth anniversary of the Second Amendment Effective Date, the Borrower may request on no more than three occasions that the Total Commitment be increased, without the consent of the Required Lenders, by an amount up to $150,000,000 to be provided to the Borrower hereunder; provided, that, the Total Commitment, determined after giving effect to such increase in the Total Commitment, shall not at any time exceed $300,000,000. The Borrower's request shall be made in writing ( a " Commitment Increase Notice " ) and delivered to the Administrative Agent at lease ten (10) Business Days prior to the proposed effective date of the increase in Total Commitment and shall specify the amount of the proposed increase in Total Commitment and the proposed effective date for such increase in Total Commitment, which proposed effective date must be prior to the fourth anniversary of the Second Amendment Effective Date.

(m) The Disclosure Schedule is amended and restated in its entirety to read as set forth in Schedule III attached to this Amendment.

SECTION 3. Representations and Warranties . The Borrower represents and warrants to each of the Lenders, the Issuing Lender and the Agents on and as of the date hereof as set forth below:

(a) The execution, delivery and performance by the Borrower of this Amendment (a) are within the Borrower's corporate powers, (b) have been duly authorized by all necessary corporate action, (c) require no action by or in respect of, or filing with, any governmental body, agency or official, (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the articles of incorporation or by-laws of the Borrower or of any contract or agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries, and (e) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

(b) This Amendment constitutes a valid and binding agreement of the Borrower enforceable in accordance with its terms, provided that the enforceability hereof is subject to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors' rights generally.

(c) The representations and warranties of the Borrower contained in Article V of the Credit Agreement are true on and as of the Second Amendment Effective Date.

SECTION 4. Conditions to Effectiveness . Each of the amendments set forth in Section 2 of this Amendment shall be effective and in full force and effect on and as of and from and after the Second Amendment Effective Date; provided, however, that each of the following conditions precedent shall first be satisfied:

(a) receipt by the Administrative Agent from each of the parties hereto of a duly executed counterpart of this Amendment signed by such party;

(b) receipt by the Administrative Agent of a favorable opinion of the General Counsel for the Borrower, dated as of the Second Amendment Effective Date, satisfactory in form and substance to the Administrative Agent;

(c) receipt by the Administrative Agent of a favorable opinion of special counsel to the Borrower, dated as of the Second Amendment Effective Date, satisfactory in form and substance to the Administrative Agent;

(d) receipt by the Administrative Agent of a certificate of incumbency of the Borrower (the " Secretary's Certificate " ), signed by the Secretary or an Assistant Secretary of the Borrower and dated as of the Second Amendment Effective Dave, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower authorized to execute and deliver this Amendment, and certified copies of the following items: (i) the Borrower's Articles of Incorporation, (ii) the Borrower's Bylaws, (iii) a recent certificate of the Secretary of State of the State of incorporation of the Borrower as to the existence of the Borrower as a corporation organized under the laws of such state, and (iv) the action taken by the Board of Directors of the Borrower authorizing the Borrower's execution, delivery and performance of this Amendment, all in form and substance satisfactory to the Administrative Agent; and

(e) receipt by the Administrative Agent and the Lenders of all Fees due and payable on the Second Amendment Effective Date and all amounts due and payable under Section 5 of this Amendment.

SECTION 5. Costs and Expenses . The Borrower shall pay or reimburse, on demand, all reasonable costs and expenses incurred or sustained by the Administrative Agent from time to time in connection with the preparation, execution and delivery of this Amendment or any of the other Instruments or documents prepared in connection herewith, or the consummation of any of the transactions contemplated hereby, including the Attorney Costs incurred or sustained by the Administrative Agent in connection with respect thereto.

SECTION 6. No Other Changes . Except as and to the limited extent otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement and each of the other Loan Documents, and all of the rights and remedies of the Lenders and the Agents thereunder, shall remain unaltered, and are hereby ratified and confirmed in all respects by the Borrower.

SECTION 7. Other Provisions . This Amendment and the rights and obligations hereunder of each of the parties hereto shall in all respects be construed in accordance with and governed by the laws of the State of New York. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the parties hereto. Delivery of photocopies of the signature pages to this Amendment by facsimile shall be as effective as delivery of manually executed counterparts of this Amendment.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

[Schedule III, Disclosure Schedule, is not material and is not included in this filing.]

***Signature Pages to Second Amendment Agreement Follow***

IN WITNESS WHEREOF , the undersigned have duly executed this SECOND AMENDMENT AGREEMENT under seal as of the date first set forth above.

MEREDITH CORPORATION

By: /s/ Steven M. Cappaert

Name: Steven M. Cappaert

Title: Controller

**Signature Page to Second Amendment Agreement**

*** Signature Pages to Second Amendment Agreement Follow***

FLEET NATIONAL BANK , as a Lender and as Administrative Agent

By: /s/ Amy Peden

Name: Amy Peden

Title: Vice President

**Signature Page to Second Amendment Agreement**

*** Signature Pages to Second Amendment Agreement Follow***

BANKONE, NA , as a Lender and as a Co-Syndication Agent

By: /s/ Lisa A. Whatley

Name: Lisa A. Whatley

Title: Managing Director

**Signature Page to Second Amendment Agreement**

*** Signature Pages to Second Amendment Agreement Follow***

WELLS FARGO BANK, NATIONAL ASSOCIATION , as a Lender and as a Co-Syndication Agent

By: /s/ Kathleen Savard

Name: Kathleen Savard

Title: Vice President

By: Steven Buehler

Name: Steven Buehler

Title: Vice President

**Signature Page to Second Amendment Agreement**

*** Signature Pages to Second Amendment Agreement Follow***

SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION , as a Lender and as Documentation Agent

By: /s/ Thomas C. Palmer

Name: Thomas C. Palmer

Title: Managing Director

**Signature Page to Second Amendment Agreement**

***Signature Pages to Second Amendment Agreement Follows***

THE BANK OF NEW YORK , as a Lender

By: /s/ Mehrasa Raygam

Name: Mehrasa Raygam

Title: Vice President

**Signature Page to Second Amendment Agreement**

*** Signature Page to Second Amendment Agreement Follows***

THE NORTHERN TRUST COMPANY , as a Lender

By: /s/ Mark E. Taylor

Name: Mark E. Taylor

Title: Vice President

**Signature Page to Second Amendment Agreement**

Exhibit 10.2

Meredith Corporation

RESTRICTED STOCK AWARD AGREEMENT
FOR EMPLOYEES

You have been awarded Restricted Stock under the Meredith Corporation 2004 Stock Incentive Plan (the "Plan"), as specified in the attached Notice of Grant of Award and Award Agreement (the "Notice").

THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

THIS AGREEMENT (the "Agreement"), effective as of the date set forth in the attached Notice, is between Meredith Corporation, an Iowa corporation (the "Company"), and the Grantee named in the Notice (the "Grantee"), pursuant to the provisions of the Plan. The parties hereto agree as follows:

l. Grant of Shares . Pursuant to action of the Compensation Committee of the Board of Directors of the Company (the "Committee"), the Company hereby grants to the Grantee the number of shares of Common Stock of the Company, $1.00 par value (the "Shares") as set forth in the attached Notice, subject to the Restrictions (the "Restrictions") set forth in Section 2 and the other terms and conditions of the Plan and this Agreement. With respect to this grant of Shares, the date of grant, the number of Shares granted and the date or dates of the lapse of the Restrictions have been set forth in the Notice attached hereto. Concurrently with this grant, the Company will transfer an amount equal to $1 (the par value thereof) from the Company's Additional Paid-in Capital account to the Company's Common Stock account for each of the Shares, which is the subject of this grant, so that said Shares are fully paid and non-assessable. The Shares will be registered on the books of the Company's transfer agent in the Grantee's name. The Grantee shall have all the rights of a stockholder with respect to the Shares, including the right to vote and to receive all dividends or other distributions paid or made with respect to the Shares. Any securities of the Company which may be issued with respect to such Shares by virtue of any stock split, combination, stock dividend or recapitalization shall be deemed to be "Shares" hereunder and shall be subject to all the terms and conditions of the Plan and this Agreement.

2. Restrictions . Until and to the extent that the Restrictions imposed by this Section 2 have lapsed pursuant to Sections 3 or 4 below, the Shares shall not be sold, exchanged, assigned, transferred, pledged or otherwise disposed of, and shall be subject to forfeiture as set forth in Section 5 below.

3. Lapse of Restrictions by Passage of Time . The Restrictions shall lapse and have no further force or effect with respect to the Shares of this grant at the time or times set forth in the Notice.

4. Death, Disability or Retirement . In the event of the death, disability or retirement of the Grantee prior to the lapse of the Restrictions on any or all of the Shares, the Restrictions on all such Shares shall lapse and have no further effect as of the date of death, disability or retirement. For these purposes, "disability" shall mean the Grantee's incapacity due to physical or mental illness to perform his or her duties with the Company on a full-time basis for a period of twelve (12) months; and "retirement" shall mean the termination of the Grantee's employment by retirement in accordance with the then established rules of the Company's tax-qualified retirement plan.

5. Forfeiture of Shares . In the event of the termination of the Grantee's employment by the Company for any reason (including resignation or discharge with or without cause), other than death, disability or retirement, all of the Shares then subject to the Restrictions shall be forfeited and transferred to the Company without consideration to the Grantee or his or her executor, administrator, personal representative or heirs ("Representative"). The Company is hereby authorized to cause the transfer into its name all Shares that are forfeited to the Company pursuant to this section.

6. Delivery of Certificates . Certificates representing Shares as to which the Restrictions have lapsed, shall be delivered by the Company to the Grantee or his or her Representative.

7. Withholding Taxes . The lapse of the Restrictions on any Shares pursuant to Sections 3 or 4 above shall be conditioned on the Grantee or his or her Representative having made appropriate arrangements with the Company to provide for the withholding of any taxes required to be withheld by Federal, state or local laws in respect of such lapse.

8. Notices . All notices hereunder shall be in writing and delivered either in hand, by certified mail, return receipt requested, postage prepaid, or by Federal Express or other recognized delivery service, which provides proof of delivery, all delivery charges prepaid, and addressed as follows:

To the Company: Meredith Corporation

1716 Locust Street

Des Moines, Iowa 50309-3023

Attention: Corporate Secretary

To the Grantee or his or her Representative at the address of the Grantee at the time appearing in the employment records of the Company, currently as shown in the attached Notice or

At such other address as either party may designate by notice given to the other in accordance with these provisions.

9. Term of Agreement . This Agreement shall terminate on the date of the lapse of all remaining Restrictions.

10. Succession . This Agreement shall be binding upon and operate for the benefit of the Company and its successors and assigns and the Grantee and his or her Representative.

11. Continuation of Employment . This Agreement shall not confer upon Grantee any right to continuation of employment by the Company, nor shall this Agreement interfere in any way with the Company's right to terminate Grantee's employment at any time.

12. Miscellaneous .

(a) This Agreement and the rights of Grantee hereunder are subject to all the terms and conditions (including shareholder approval) of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan.

(b) It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon Grantee. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan. All terms used herein shall have the same meaning as in the Plan document.

(c) With the approval of the Board, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment or modification of the Plan may in any way adversely affect Grantee's rights under this Agreement.

(d) Grantee agrees to take all steps necessary to comply with all applicable provisions of Federal and state securities laws in exercising Grantee's rights under this Agreement.

(e) The Plan and this Agreement are not intended to qualify for treatment under the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

(f) This Agreement shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(g) To the extent not preempted by Federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

GRANTEE'S INITIALS MEREDITH CORPORATION

By: Vice President-General Counsel & Secretary

_____________________________________________________________________________

Meredith Corporation

Notice of Grant of Award ID: 42-0410230

and Award Agreement 1716 Locust Street

Des Moines, Iowa 50309-3023

_____________________________________________________________________________

[NAME] Award Number: 0000#####

[Address] Plan:

ID: #########

________________________________________________________________

Effective [date], you have been granted an award of [# of shares] shares of Meredith Corporation (the Company) common stock. These shares are restricted until the vest date(s) shown below.

The current value of the award is [dollar value].

The award will vest on the date shown:

Shares Full Vest

[# of shares] [vest date]

________________________________________________________________

By your signature and the Company's signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the Company's Award Plan as amended and the Award Agreement, all of which are attached and made a part of this document.

_____________________________________________________________________________

________________________________________ ________________________________

Meredith Corporation Date

________________________________________ ________________________________
[NAME] Date

Exhibit 10.3

Meredith Corporation

NONQUALIFIED STOCK OPTION AWARD AGREEMENT
FOR EMPLOYEES

You have been awarded a Nonqualified Stock Option under the Meredith Corporation 2004 Stock Incentive Plan (the "Plan"), as specified in the attached Notice of Grant of Stock Options and Option Agreement (the "Notice"):

THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

THIS AGREEMENT (the "Agreement"), effective as of the date set forth in the attached Notice, is between Meredith Corporation, an Iowa corporation (the "Company") and the Optionee named in the Notice (the "Optionee"), pursuant to the provisions of the Plan. The parties hereto agree as follows:

1. Grant of Stock Option . Pursuant to action of the Compensation Committee of the Board of Directors of the Company (the "Committee"), the Company hereby grants to Optionee the Option to purchase the number of shares of Common Stock of the Company, $1.00 par value ("the Shares") as set forth in the attached Notice at the stated Option Price, which is 100% of the Fair Market Value on the date of grant, subject to the terms and conditions of the Plan and this Agreement.

2. Exercise of Stock Option . As long as the vesting requirements provided herein are met and the Option has not otherwise terminated or expired, the Optionee may exercise in whole or in part this Option at any time six (6) months after the date of grant. The vesting schedule for the dates on or after which the Options may be exercised is as set forth in the attached Notice.

3. Procedure for Exercise of Options . This Option may be exercised by giving written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice:

(a) shall be signed by the Optionee, his or her legal representative or permitted transferee under this Agreement;

(b) shall specify the number of full shares then elected to be purchased with respect to the Option;

(c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the shares to be purchased, shall contain a representation of Optionee that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed;

(d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased.

The Option Price upon exercise of this Option shall be payable to the Company in full either:

(a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee);

(b) by tendering or certifying to the ownership of previously acquired shares of the Company's Common Stock held for at least six (6) months having an aggregate Fair Market Value at the time of exercise equal to the total price of the Shares for which the Option is being exercised;

(c) by a combination of (a) and (b);

(d) by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option Shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or

(e) such other methods of payment as the Committee at its discretion deems appropriate.

As promptly as practicable after receipt of such notice and payment, the Company shall cause to be issued and delivered to the Optionee, his or her legal representative or permitted transferee under this Agreement, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends as determined by the Committee. The Company shall maintain a record of all information pertaining to Optionee's rights under this Agreement, including the number of Shares for which this Option is exercisable.

4. Termination of Employment by Death . If, without having fully exercised this Option, Optionee's employment with the Company is terminated by reason of death, any outstanding Options granted to Optionee that are not vested at the date of termination shall become fully vested and exercisable according to the terms of the Plan and this Agreement. Optionee's beneficiary (or such persons who have acquired Optionee's rights under the Option by will or by the laws of descent and distribution) shall have the same right to exercise this Option as Optionee had during his or her lifetime, for a period ending on the date of expiration set forth in the attached Notice.

5. Termination of Employment by Disability . If, without having fully exercised this Option, Optionee's employment with the Company is terminated by reason of disability, any outstanding Options granted to Optionee that are not vested at the date of termination shall become fully vested and exercisable according to the terms of the Plan and this Agreement. For these purposes, "disability" shall mean the Optionee's incapacity due to physical or mental illness to perform his or her duties with the Company on a full-time basis for a period of twelve (12) months. Optionee shall have the same right to exercise this Option as Optionee had during his or her employment for a period ending on the date of expiration set forth in the attached Notice.

6. Termination of Employment by Retirement . If, without having fully exercised this Option, Optionee's employment with the Company is terminated by reason of retirement (as defined under the then established rules of the Company's tax-qualified retirement plans), any outstanding Options granted to Optionee that are not vested at the date of termination shall become fully vested and exercisable according to the terms of the Plan and this Agreement. Optionee shall have the same right to exercise this Option as Optionee had during his or her employment for a period ending on the date of expiration set forth in the attached Notice.

7. Termination of Employment for Other Reasons . If, without having fully exercised this Option, Optionee's employment with the Company is terminated for reasons other than his or her death, disability or retirement, then Optionee shall have the right to exercise Optionee's rights under this Option for an exercise period of up to thirty (30) days after the date of such termination, provided that, in no event shall this extension period continue beyond the expiration of the term of this Option. In addition, any such extension shall be applicable only to the extent that this Option is vested and exercisable according to the terms of the Plan and this Agreement at the date of termination of employment.

8. Restrictions on Transfer . This Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, this Option shall be exercisable during Optionee's lifetime only by Optionee, Optionee's legal representative or permitted transferee. Notwithstanding the foregoing, at the discretion of the Committee, Optionee may transfer this Option, in whole or in part, to members of Optionee's immediate family or trusts or family partnerships for the benefit of such persons, subject to the terms and conditions as may be established by the Committee.

9. Adjustments in Authorized Shares . This Option is subject to the provisions of Section 13 of the Plan, regarding adjustments in connection with changes in corporate capitalization and corporate transactions, as in effect on the date hereof.

10. Change in Control . This Option is subject to the provisions of Section 12 of the Plan, regarding the consequences of a change in control. In addition, notwithstanding any other provision of this Agreement to the contrary, if, during the period of two (2) years following a change in control (as defined in said Section 12 of the Plan), without having fully exercised this Option, Optionee's employment with the Company is terminated by the Company other than for Cause, or by Optionee other than in a Voluntary Resignation, then Optionee shall have the same right to exercise this Option after the date of such termination as Optionee had during his or her employment, until the expiration of the original term of this Option. For purposes of this Section 10, (a) "Cause" shall mean (1) "Cause" as defined in any employment or severance agreement between the Company and the Optionee, or (2) if there is no such agreement or if it does not define Cause, the Optionee's commission of a felony, dishonesty in the course of fulfilling his or her employment duties, or willful and deliberate failure to perform his or her employment duties in any material respect, and (b) "Voluntary Resignation" shall mean a voluntary resignation by the Optionee (x) that is not a retirement and (y) in connection with which the Optionee is not entitled to severance pay or benefits under any employment or severance agreement, plan or policy with or of the Company.

11. Rights as a Stockholder . Optionee shall have no rights as a stockholder of the Company with respect to the Shares subject to this Agreement until such time as the purchase price has been paid and the Shares have been issued and delivered to him or her.

12. Continuation of Employment . This Agreement shall not confer upon Optionee any right to continuation of employment by the Company, nor shall this Agreement interfere in any way with the Company's right to terminate his or her employment at any time.

13. Fair Market Value . For the purposes of this Agreement, the Fair Market Value ("Fair Market Value") of the Company's Common Stock shall be determined in such manner as the Committee may deem appropriate.

14. Miscellaneous .

(a) This Agreement and the rights of Optionee hereunder are subject to all the terms and conditions (including shareholder approval) of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to the exercise of this Option, as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such shares.

(b) It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon Optionee. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan. All terms used herein shall have the same meaning as in the Plan document.

(c) With the approval of the Board, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment or modification of the Plan may in any way adversely affect Optionee's rights under this Agreement.

(d)

(i) The Company shall have the authority to deduct or withhold, or require Optionee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Optionee's FICA obligation) required by law to be withheld with respect to any exercise of Optionee's rights under this Agreement without Optionee's written consent.

(ii) Optionee may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, with respect to a Nonqualified Stock Option, by having the Company withhold shares of Common Stock having an aggregate Fair Market Value, on the date the tax is to be determined, equal to the amount required to be withheld. All elections shall be irrevocable and in writing, and shall be signed by Optionee in advance of the day that the transaction becomes taxable.

(e) Optionee agrees to take all steps necessary to comply with all applicable provisions of Federal and state securities laws in exercising Optionee's rights under this Agreement.

(f) The Plan and this Agreement are not intended to qualify for treatment under the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

(g) This Agreement shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

To the extent not preempted by Federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

15. Notices . All notices hereunder shall be in writing and delivered either in hand, by certified mail, return receipt requested, postage prepaid, or by Federal Express or other recognized delivery service which provides proof of delivery, all delivery charges prepaid, and addressed as follows:

To the Company: Meredith Corporation

1716 Locust Street

Des Moines, Iowa 50309-3023

Attention: Corporate Secretary

To the Optionee or his or her Representative at the address of the Optionee at the time appearing in the employment records of the Company, currently as shown on the attached Notice or

At such other address as either party may designate by notice given to the other in accordance with these provisions.

GRANTEE'S INITIALS MEREDITH CORPORATION

By: Vice President-General Counsel & Secretary

_____________________________________________________________________________

Meredith Corporation

Notice of Grant of Stock Options ID: 42-0410230

and Option Agreement 1716 Locust Street

Des Moines, Iowa 50309-3023

_____________________________________________________________________________

[NAME] Option Number: #####

[Address] Plan:

ID: #########

________________________________________________________________

Effective [date], you have been granted a Non-Qualified Stock Option to buy [# of shares] shares of Meredith Corporation (the Company) stock at [price] per share.

The total option price of the shares granted is [dollar value].

Shares in each period will become fully vested on the date shown.

Shares Vest Type Full Vest Expiration

[# of shares] On Vest Date [vest date] [expiration date]

________________________________________________________________

By your signature and the Company's signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company's Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document.

_____________________________________________________________________________

________________________________________ ________________________________

Meredith Corporation Date

________________________________________ ________________________________
[NAME] Date

Exhibit 31

CERTIFICATIONS

I, William T. Kerr, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Meredith Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c)

Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  January 25, 2005

/s/ William T. Kerr



William T. Kerr, Chairman of the

Board, Chief Executive Officer and

Director (Principal Executive Officer)

A signed original of this written statement required by Section 302 has been provided to Meredith and will be retained by Meredith and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 31 (continued)

CERTIFICATIONS

I, Suku V. Radia, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Meredith Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c)

Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  January 25, 2005

/s/ Suku V. Radia



Suku V. Radia, Vice President-

Chief Financial Officer (Principal

Accounting and Financial Officer)

A signed original of this written statement required by Section 302 has been provided to Meredith and will be retained by Meredith and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Meredith Corporation (the "Company") on Form 10-Q for the period ending December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  William T. Kerr

/s/  Suku V. Radia

William T. Kerr
Chairman of the Board,
Chief Executive Officer and Director
(Principal Executive Officer)

Suku V. Radia
Vice President-Chief Financial Officer
(Principal Accounting and Financial Officer)

Dated:  January 25, 2005

Dated:  January 25, 2005

A signed original of this written statement required by Section 906 has been provided to Meredith and will be retained by Meredith and furnished to the Securities and Exchange Commission or its staff upon request.

Period		(a) Total number of shares purchased ¹	(b) Average price paid per share	(c) Total number of shares purchased as part of publicly announced programs	(d) Maximum number of shares that may yet be purchased under programs
October 1 to October 31, 2004		169,707	$50.83	169,707	1,302,659
November 1 to November 30, 2004		138,601	$49.64	138,601	1,164,058
December 1 to December 30, 2004		47,827	$52.99	47,827	1,116,231
Total		356,135	$50.66	356,135	1,116,231
¹	Column (a), Total number of shares purchased, includes no purchases of Class B stock and the following shares withheld to pay taxes upon the exercise of stock options: 621 in October 2004, 3,801 in November 2004 and 18,805 in December 2004.

1.	I have reviewed this quarterly report on Form 10-Q of Meredith Corporation;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)		Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
	c)		Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 25, 2005	/s/ William T. Kerr

	William T. Kerr, Chairman of the
	Board, Chief Executive Officer and
	Director (Principal Executive Officer)

Date: January 25, 2005	/s/ Suku V. Radia

	Suku V. Radia, Vice President-
	Chief Financial Officer (Principal
	Accounting and Financial Officer)

/s/ William T. Kerr		/s/ Suku V. Radia

William T. Kerr Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)		Suku V. Radia Vice President-Chief Financial Officer (Principal Accounting and Financial Officer)

Dated: January 25, 2005		Dated: January 25, 2005