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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13D
                                (Rule 13d-101)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                 RULE 13d-2(a)

                              (Amendment No. 2)(1)


                              MEDIA GENERAL, INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                              CLASS A Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   584404107
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                          George L. Mahoney, Secretary
                              333 E. Franklin St.
                               Richmond, VA 23219
                                 (804) 649-6629
--------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                  June 1, 1999
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [_].


          Note:  Schedules filed in paper format shall include a signed original
     and five copies of the schedule,  including all exhibits. See Rule 13d-7(b)
     for other parties to whom copies are to be sent.

                         (Continued on following pages)
                              (Page 1 of    Pages)

----------
(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


(SC13D-07/98)




CUSIP No. 584404107                    13D                   Page 2  of  8 Pages


________________________________________________________________________________
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     David Tennant Bryan Revocable Declaration of Trust
     54-6440095
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [X]
                                                                 (b)  [_]

________________________________________________________________________________
3    SEC USE ONLY



________________________________________________________________________________
4    SOURCE OF FUNDS*

     PF-00

________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]



________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     UNITED STATES

________________________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF         1,560,121 SHARES

   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    NONE
  OWNED BY
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         1,560,121 SHARES

   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    NONE

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,560,121 SHARES

________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      [_]

________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     6.0%

________________________________________________________________________________
14   TYPE OF REPORTING PERSON*

     00

________________________________________________________________________________
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 584404107                    13D                   Page 3  of  8 Pages


________________________________________________________________________________
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     J. Stewart Bryan III
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [X]
                                                                 (b)  [_]

________________________________________________________________________________
3    SEC USE ONLY



________________________________________________________________________________
4    SOURCE OF FUNDS*

     PF-00

________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]



________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     UNITED STATES

________________________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF         592,628 SHARES

   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    480,000 SHARES
  OWNED BY
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         592,628 SHARES

   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    480,000 SHARES

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,072,628 SHARES

________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      [_]

________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     4.1%

________________________________________________________________________________
14   TYPE OF REPORTING PERSON*

     IN

________________________________________________________________________________
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 584404107                    13D                   Page 4  of  8 Pages


________________________________________________________________________________
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     D. Tennant Bryan Media Trust
     54-6253830
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [X]
                                                                 (b)  [_]

________________________________________________________________________________
3    SEC USE ONLY



________________________________________________________________________________
4    SOURCE OF FUNDS*

     00

________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]



________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     VIRGINIA

________________________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF         373,000 SHARES

   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY
                    NONE
  OWNED BY
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         373,000 SHARES

   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    NONE

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     373,000 SHARES

________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      [_]

________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     1.4%

________________________________________________________________________________
14   TYPE OF REPORTING PERSON*

     00

________________________________________________________________________________
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!




CUSIP No. 584404107                    13D                   Page 5  of  8 Pages

         This Amendment No. 2 amends and supplements,  to the extent  indicated,
Items 2, 3, 5 and 6 of the statement  on, and  Amendment No. 1 to,  Schedule 13D
previously  filed by D. Tennant Bryan,  J. Stewart Bryan III, and the D. Tennant
Bryan Media Trust with  respect to Class A Common Stock of Media  General,  Inc.
Defined  terms herein have the same meaning as in the original  statement on, or
Amendment No. 1 to, Schedule 13D.

Item 2.  Identity and Background.

         This Amendment No. 2 reflects changes in the identity of members of the
group. D. Tennant Bryan is deceased,  and his previously reported directly owned
shares are held in the David Tennant Bryan  Revocable  Declaration of Trust (the
"Revocable Trust").  J. Stewart Bryan III, is a co-trustee  thereof,  along with
his two  sisters.  J.  Stewart  Bryan  III,  is also the sole  trustee of the D.
Tennant Bryan Media Trust, of which D. Tennant Bryan was formerly a trustee.  J.
Stewart  Bryan III, is Chairman and Chief  Executive  Officer of Media  General,
Inc.

Item 3.  Source and Amount of Funds or Other Consideration.

         No shares have been  acquired  since the filing of  Amendment  No. 1 to
Schedule 13D with the use of borrowed funds.  Shares acquired during such period
consist  of (i) shares  which  have been  distributed  to or  credited  to their
respective  accounts under employee  benefit plans of the Company,  including an
Employees  Thrift  Plan  and a  Employee  Restricted  Stock  Plan,  (ii)  shares
distributed  by  trustees  of  certain  trusts,  (iii)  shares  of Class B Stock
acquired in exchange for an equal number of shares of Class A Stock, (iv) shares
acquired  or  disposed  of by gift,  and (v)  shares  of Class A Stock  acquired
through option exercises.

Item 5.  Interest in Securities of the Issuer.

         (a)      The  aggregate  number and  percentage  of Class A and Class B
                  Common Stock of Media General, Inc. (based on 26,033,754 Class
                  A shares and 556,574 Class B shares  outstanding  as of August
                  31, 1999) for Mr. Bryan and each trust are as follows:

                  Revocable Trust           1,560,121 Class A           6.0%

                  J. Stewart Bryan III      1,017,592 Class A           3.9%
                                               55,036 Class B           9.9%
                                            (includes  43,084  Class  A  in  the
                                            Company  401(k)  plan as of 12/31/98
                                            and  152,000   Class  A  subject  to
                                            exercisable  options,  but  does not
                                            include shares held by the Revocable
                                            Trust or the Media Trust)

                  Media Trust                 373,000 Class A           1.4%
                                              373,000 Class B          67.0%



CUSIP No. 584404107                    13D                   Page 6  of  8 Pages

         (b)      Mr.  Bryan  shares the power to vote and dispose of the shares
                  listed for the Revocable  Trust with his two sisters,  who are
                  also trustees.  Mr. Bryan is the sole trustee and has the sole
                  power to vote and  dispose  of the  shares  held by the  Media
                  Trust.  Of the shares  listed for Mr.  Bryan,  he has the sole
                  power to vote and dispose of 482,392 Class A shares (55,200 of
                  which  are held in trust)  and all of the Class B shares;  and
                  shares the power to vote and dispose of 480,000 Class A shares
                  held by two separate trusts, as follows:

                  Co-Trustee                         Shares
                  ----------                         ------

                  Mary Tennant Bryan Perkins         240,000
                  Florence Bryan Fowlkes             240,000

         (c)      In April,  1999,  the  Revocable  Trust sold  292,300  Class A
                  shares in public  transactions  to raise  funds to pay  estate
                  taxes. On April 7, 1994,  Media General,  Inc. (the "Company")
                  and D.  Tennant  Bryan  (the  "Shareholder")  entered  into an
                  Amended  and  Restated  Redemption   Agreement,   whereby  the
                  Shareholder's estate had the right to sell to the Company, and
                  the Company had the right to purchase  from the  Shareholder's
                  estate,  up to fifteen  percent of the shares of Class A Stock
                  owned by the  Shareholder  at his death.  On June 1, 1999, the
                  Company purchased,  pursuant to this agreement, 326,897 shares
                  of  Class A Stock  pursuant  to an  election  filed  with  the
                  Company  by  the  trustees  under  the  Revocable  Trust.  The
                  proceeds of the sale will pay a portion of the federal  estate
                  taxes due as a result of the Shareholder's death.

Item 6.  Contracts, Arrangement or Understandings with Respect to Securities of
         the Issuer.

         On August 27, 1999,  the David Tennant Bryan  Revocable  Declaration of
Trust (the "Bryan Trust")  pledged  1,560,121  shares of Class A Common Stock to
Crestar  Bank to secure a $50 million  four-year  line of credit  under a Credit
Agreement  dated July 14, 1999.  Borrowings will be used to pay estate taxes and
to cover accrued interest.  One-half of the borrowings will bear interest at the
London  Interbank  Offering  Rate plus 75 basis  points.  The  remainder  of the
borrowings  will bear  interest  at 7.235%  pursuant  to an  interest  rate swap
between  the Bryan  Trust and  SunTrust  Bank.  The loan and  pledge  agreements
contain  customary  provisions  entitling Crestar Bank to dispose of the pledged
shares upon the occurrence of a default.

         Under the terms of the Credit Agreement,  Crestar Bank has required the
Bryan Trust to enter into an agreement with SunTrust Bank pursuant to which,  on
August 30, 1999, the Bryan Trust,  relating to 220,000 shares of Class A Common,
bought from Sun Trust Bank a European-style put at $34.59 per share,  subject to
adjustment and sold to Sun Trust Bank a European-style call at $74.62 per share,
subject to adjustment.  The put and the call are not exercisable  until, and are
scheduled to expire,  on or about March 6, 2003, and if one of the two is in the
money at the close of  trading on that  date,  the option  shall be deemed to be
automatically exercised.



CUSIP No. 584404107                    13D                   Page 7  of  8 Pages

Settlement  will be made in cash  only.  To  secure  its  obligations  under the
zero-cost collar,  the Bryan Trust granted Sun Trust Bank a security interest in
the shares of the Class A Common Stock pledged to Crestar Bank.  The Bryan Trust
has  pledged all of its rights  under the  zero-cost  collar to Crestar  Bank as
security for the line of credit.

Item 7.  Material to be Filed as Exhibits.

         Zero Cost Collar Agreement



CUSIP No. 584404107                    13D                   Page 8  of  8 Pages

                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


Dated:   September 24, 1999

                                           /s/ J. Stewart Bryan III
                                          ------------------------------------
                                          J. Stewart Bryan III


                                          D. TENNANT BRYAN MEDIA TRUST


                                          By: /s/ J. Stewart Bryan III
                                             ---------------------------------
                                               J. Stewart Bryan III, Trustee

                                          DAVID TENNANT BRYAN
                                          REVOCABLE DECLARATION OF
                                          TRUST


                                          By: /s/ J. Stewart Bryan III
                                             ---------------------------------
                                               J. Stewart Bryan III, Trustee


Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).