ABC, trying to challenge NBC and CBS for the sizable revenue of late-night entertainment, made a
strong bid this week to lure David Letterman, the CBS star, in a move that would displace Ted
Koppel and "Nightline."

Mr. Letterman has been seriously considering the initiative by ABC for several days, executives
involved in the negotiations said last night.

Executives on both sides of the talks disagreed on whether a deadline in the negotiations ended last
night, with ABC convinced that it can still negotiate without impediments, and CBS certain that ABC
has missed an opportunity to grab Mr. Letterman without CBS's being able to match its bid.

ABC's move reflects the network's unease with "Nightline," the widely celebrated news program that
has been on the air for 22 years, beginning as a special program after Americans were taken hostage in
Iran. Executives involved in the situation pointed to the older audience makeup of the program, viewers
who are less attractive to many advertisers, as well as to generally declining ratings for the program over
the last several years. The decline, one executive said, was because of the expansion of all-news cable
channels, which now cover exhaustively the big news story of the day, formerly the special province of
"Nightline."

"The relevancy of `Nightline' just is not there anymore," the executive said.

If Mr. Letterman decides to stay with CBS, ABC will be in an uncertain situation regarding its late-night
schedule.

ABC's effort to lure Mr. Letterman came six months before his contract with CBS expired. He joined
CBS in 1993 after engaging in an intense round of negotiations that resulted in his leaving his first
late-night home, NBC.

Executives at both ABC and CBS declined to discuss the situation on the record yesterday, but several
executives involved in the negotiations confirmed that CBS had been unsuccessful in renewing Mr.
Letterman's contract during an exclusive negotiation period that ended last month.

"CBS tried to strong-arm him and alienated him and everybody else on his side," said one executive
involved in the talks. "They were convinced he had nowhere else to go."

Executives who were involved in CBS's side of the talks said that the network had found it difficult to
satisfy Mr. Letterman's requests but that they were continuing to negotiate and were convinced that they
were coming closer to a deal.

Mr. Letterman has been unhappy with several aspects of his relationship with CBS, associates said,
including poor lead-in local newscasts that have made it difficult for him to overtake Jay Leno's "Tonight
Show" on NBC for late-night leadership, as well as what the Letterman side thinks has been inadequate
promotion. Mr. Letterman has also had strained relations with Leslie Moonves, the president of CBS
Television.

Once CBS's exclusive negotiating period ended, ABC began its effort to secure Mr. Letterman for its
11:35 p.m. time period, including giving him assurances that the network had already decided to replace
"Nightline" and the program that follows it, "Politically Incorrect," which stars the comedian Bill Maher.

Mr. Letterman was described as being highly sensitive to the issues surrounding any change in the status
of "Nightline."

Before he would even consider an offer from ABC, he had to be convinced that ABC intended to move
"Nightline" from the 11.35 p.m. slot regardless of whether Mr. Letterman agreed to join ABC,
executives close to Mr. Letterman said.

Mr. Koppel could not be reached for comment last night.

One senior ABC executive had said privately as long ago as last summer that the network was
considering finding an entertainment alternative to "Nightline" and "Politically Incorrect." The executive
said the two programs together were losing about $10 million a year, while both Mr. Letterman's "Late
Show" on CBS and Jay Leno's "Tonight Show" on NBC were highly profitable.

The big reason for the discrepancy in revenue is differences in composition of the audiences. The
half-hour "Nightline," which is half as long as "Late Show," attracts a sizable audience of more than four
million viewers a night, comparable with what Mr. Letterman brings in to CBS.

But "Nightline" does not perform nearly as well among the younger audience groups of people ages 18
to 34 and 18 to 49. Those groups are more prized by advertisers than older viewers who make up the
bulk of the audience for "Nightline." ABC builds its advertising sales efforts around reaching those young
adult viewers and has struggled to find programs that reach them, especially those younger than 35.

"Late Show" brings in almost 30 percent more viewers from ages 18 to 49 and about 50 percent more
viewers younger than 35 than the ABC late-night hour of "Nightline" and "Politically Incorrect."

But "Nightline" is a television news institution, one of the most honored programs in broadcast history.
That has complicated plans of ABC's executives to find different late-night programming but has not
derailed them.

A senior executive involved in ABC's late-night strategy noted that Mr. Koppel had pulled back in
recent years from daily participation in the program. "Ted is not doing the show every night anymore,
and Ted is the show," the executive said.

The executive said ABC was exploring other options for "Nightline," including using the program as an
occasional entry in prime time.

Because of the delicate situation surrounding "Nightline," ABC has moved with extreme caution during
its approach to Mr. Letterman. Staff members of "Nightline" and senior executives at ABC News were
apparently unaware of the network's approach to Mr. Letterman and its effect on "Nightline" until last
night.

Talks between ABC and Mr. Letterman's representatives have been conducted privately over the last
month and have intensified in recent days. Salary figures that ABC might have suggested were not
disclosed, but Mr. Letterman has been earning about $20 million a year at CBS, executives said. One
executive involved in the talks said ABC had been highly aggressive in trying to present an attractive
deal.

With "Late Show," Mr. Letterman has established a late-night franchise at CBS, which had never before
had one. He and Mr. Leno, whom NBC picked over Mr. Letterman in 1992 to succeed Johnny
Carson on the "Tonight Show," have dueled for late-night supremacy ever since.

Except for two years after Mr. Letterman started at CBS, Mr. Leno has enjoyed a comfortable ratings
lead. But Mr. Letterman and executives around him have always felt that they have been hamstrung by
the programs that have led into him, which have included mainly low-rated entertainment programs on
CBS at 10 p.m. and newscasts from 11 to 11:35 that usually trail the newscasts on NBC stations.

ABC's stations enjoy a huge advantage over CBS's in the 10 biggest cities in the country, beating the
CBS stations by more than 200 percent among young adult viewers. In the 50 biggest cities, the margin
is 28 percent. But in the country as a whole, ABC's stations enjoy only a very slight advantage.

Associates of Mr. Letterman emphasized that a decision to jump to ABC would not be based on the
prospect of a better immediate chance to retake late-night ratings leadership from Mr. Leno.

They said Mr. Letterman was considering moving to ABC for other reasons, led by what the associates
called an often fractious relationship between Mr. Letterman and CBS.

Still, in the end, they said Mr. Letterman was weighing the risks of switching networks again against the
benefits of potentially better support in a new network home.