<PAGE>

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

                                   FORM 10-Q/A

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2005
                                        --------------

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from __________ to __________

         Commission file number: 000-17287
                                 -------

                         OUTDOOR CHANNEL HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                             33-0074499
(State or other Jurisdiction of                              (IRS Employer
incorporation or organization)                            Identification Number)

                      43445 BUSINESS PARK DRIVE, SUITE 113
                           TEMECULA, CALIFORNIA 92590
              (Address and zip code of principal executive offices)

                                 (951) 699-4749
                (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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. [X] Yes [ ] No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). [ ] 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:

                                                   Number of Shares Outstanding
              Class                                       at May 12, 2005
---------------------------------                  -----------------------------
 Common Stock, $0.001 par value                             18,518,739





<PAGE>

                                Explanatory Note
                                ----------------

This Amendment is being filed to include Exhibits 10.1 and 10.2 which were
unintentionally omitted by the financial printer from the original filing. No
other changes were made to this filing.




<PAGE>

<TABLE>
<S>     <C>
                             OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES

                                      QUARTERLY REPORT ON FORM 10-Q
                                FOR THE THREE MONTHS ENDED MARCH 31, 2005

                                            TABLE OF CONTENTS

                                                                                                    PAGE
                                                                                                    ----
                                      PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

        Condensed Consolidated Balance Sheets at March 31, 2005
          (Unaudited) and December 31, 2004 (Restated)...............................................  2

        Unaudited Condensed Consolidated Statements of Operations
          for the Three Months Ended March 31, 2005 and 2004.........................................  3

        Unaudited Condensed Consolidated Statement of Stockholders'
          Equity for the Three Months Ended March 31, 2005...........................................  4

        Unaudited Condensed Consolidated Statements of Cash Flows for
          the Three Months Ended March 31, 2005 and 2004.............................................  5

        Notes to Unaudited Condensed Consolidated Financial Statements...............................  6

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........ 12

        Risks and Uncertainties...................................................................... 16
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk................................... 25

ITEM 4. Controls and Procedures...................................................................... 25

                                        PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings............................................................................ 26

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.................................. 26

ITEM 3. Defaults Upon Senior Securities.............................................................. 26

ITEM 4. Submission of Matters to a Vote of Security Holders.......................................... 26

ITEM 5. Other Information............................................................................ 26

ITEM 6. Exhibits..................................................................................... 26

SIGNATURES........................................................................................... 27

CERTIFICATIONS....................................................................................... 28


                                                  * * *

</TABLE>




<PAGE>

<TABLE>
                        OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED BALANCE SHEETS
                             (In thousands, except per share data)


                                                           MARCH 31,           DECEMBER 31,
                                                             2005                 2004
                                                       ----------------      ----------------
                                                          (unaudited)           (restated)
                                            ASSETS
                                            ------
<S>                                                    <C>                   <C>
Current assets:
     Cash and cash equivalents                         $         11,154      $         13,105
     Investment in available-for-sale securities                    687                   741
     Accounts receivable, net of allowance for
         doubtful accounts of $216 and $207                       4,618                 4,848
     Inventories                                                     85                    85
     Income tax refund receivable                                 1,965                 2,291
     Prepaid programming costs                                    1,154                   606
     Other current assets                                           879                    50
                                                       ----------------      ----------------
                Total current assets                             20,542                21,726
                                                       ----------------      ----------------

Property, plant and equipment at cost, net:
     Membership division                                          3,607                 3,527
     Outdoor Channel equipment and improvements                   4,353                 3,199
                                                       ----------------      ----------------
                Property, plant and equipment, net                7,960                 6,726
                                                       ----------------      ----------------
Amortizable intangible assets                                     1,799                 1,939
Deferred tax assets, net                                         15,498                14,863
Goodwill                                                         43,668                43,668
Other non-amortizable intangible assets                          10,573                10,573
Deposits and other assets                                           256                   174
                                                       ----------------      ----------------
                Totals                                 $        100,296      $         99,669
                                                       ================      ================

                             LIABILITIES AND STOCKHOLDERS' EQUITY
                             ------------------------------------

Current liabilities:
     Accounts payable and accrued expenses             $          2,464      $          3,705
     Accrued severance payments                                      13                    28
     Current portion of capital lease obligations                    29                    26
     Deferred tax liabilities, net                                  473                   494
     Current portion of deferred revenue                            422                   370
     Customer deposits                                              686                    61
                                                       ----------------      ----------------
                Total current liabilities                         4,087                 4,684

Accrued severance payments, net of current portion                   32                    37
Capital lease obligations, net of current portion                    --                     9
Deferred revenue, net of current portion                          1,113                 1,145
Deferred satellite rent obligations                                 304                   312
                                                       ----------------      ----------------
                Total liabilities                                 5,536                 6,187
                                                       ----------------      ----------------

Commitments and contingencies
Stockholders' equity:
     Preferred stock; 25,000 shares authorized;
         none issued                                                 --                    --
     Common stock, $0.001 par value; 75,000
         shares authorized: 18,519 and
         18,394 shares issued and outstanding                        18                    18
     Additional paid-in capital                                 112,718               111,912
     Deferred compensation                                         (982)               (1,034)
     Accumulated other comprehensive income                          11                    43
     Accumulated deficit                                        (17,005)              (17,457)
                                                       ----------------      ----------------
                Total stockholders' equity                       94,760                93,482
                                                       ----------------      ----------------
                Totals                                 $        100,296      $         99,669
                                                       ================      ================

             See Notes to Unaudited Condensed Consolidated Financial Statements.


                                              2
</TABLE>




<PAGE>

<TABLE>
                      OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
                 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (In thousands, except per share data)


                                                              THREE MONTHS ENDED MARCH 31,
                                                              ----------------------------
                                                                  2005             2004
                                                               ----------       ----------
<S>                                                            <C>              <C>
Revenues:
     Advertising                                               $    5,259       $    4,826
     Subscriber fees                                                3,642            3,162
     Membership income                                              1,160            1,232
                                                               ----------       ----------

          Total revenues                                           10,061            9,220
                                                               ----------       ----------

Expenses:
     Satellite transmission fees                                      633              591
     Advertising                                                    1,694            1,314
     Programming                                                      521              395
     Selling, general and administrative                            6,486            4,630
                                                               ----------       ----------

          Total expenses                                            9,334            6,930
                                                               ----------       ----------

Income from operations                                                727            2,290

Other income, net                                                      52               15
                                                               ----------       ----------

Income before income taxes and minority interest                      779            2,305

Income tax provision                                                  327              930
                                                                ----------      ----------

Income before minority interest                                       452            1,375

Minority interest in net income of consolidated subsidiary             --              262
                                                               ----------       ----------

Net income                                                     $      452       $    1,113
                                                               ==========       ==========

Earnings per common share:
     Basic                                                     $     0.02       $     0.08
                                                               ==========       ==========
     Diluted                                                   $     0.02       $     0.06
                                                               ==========       ==========
Weighted average number of common shares outstanding:
   (as adjusted for a five for two split)
     Basic                                                         18,474           14,827
                                                               ==========       ==========
     Diluted                                                       22,397           15,479
                                                               ==========       ==========

            See Notes to Unaudited Condensed Consolidated Financial Statements.


                                             3
</TABLE>




<PAGE>

<TABLE>
                                          OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
                                 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                             FOR THE THREE MONTHS ENDED MARCH 31, 2005
                                                           (In thousands)


                                                                                                     ACCUM-
                                                                                                     ULATED
                                                                                                      OTHER
                                                                            ADDITIONAL  DEFERRED     COMPRE-    ACCUM-
                                 PREFERRED STOCK          COMMON STOCK       PAID-IN     COMPEN-     HENSIVE    ULATED
                                SHARES      AMOUNT      SHARES     AMOUNT    CAPITAL     SATION      INCOME    DEFICIT      TOTAL
                               --------    --------    --------   --------   --------   --------    --------   --------    --------
<S>                             <C>         <C>           <C>      <C>        <C>        <C>         <C>        <C>         <C>
Balance, January 1, 2005,
restated                             --    $     --      18,394   $     18   $111,912     (1,034)   $     43   $(17,457)   $ 93,482

Comprehensive income:
  Net income                                                                                                        452         452
  Effect of change in fair
    value of available-for-
    sale securities, net of
    deferred taxes of $22                                                                                (32)                   (32)
                                                                                                                           --------
  Total comprehensive income                                                                                                    420


Common stock issued upon
  exercise of stock options                                 125                   170                                           170
Amortization of deferred
  compensation                                                                                52                                 52

Tax benefit from exercise
  of non-qualified stock
  options                                                                         636                                           636
                               --------    --------    --------   --------   --------   --------    --------   --------    --------
Balance, March 31, 2005              --    $     --      18,519   $     18   $112,718   $   (982)   $     11   $(17,005)   $ 94,760
                               ========    ========    ========   ========   ========   ========    ========   ========    ========

                                 See Notes to Unaudited Condensed Consolidated Financial Statements


                                                                 4
</TABLE>




<PAGE>

<TABLE>
                          OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
                     UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (In thousands)


                                                                      THREE MONTHS ENDED MARCH 31,
                                                                      ----------------------------
                                                                         2005              2004
                                                                      -----------      -----------
<S>                                                                   <C>              <C>
Operating activities:

  Net income                                                          $       452      $     1,113

  Adjustments to reconcile net income to net cash
    provided by (used in)operating activities:
       Depreciation and amortization                                          575              299
       Provision for doubtful accounts                                          9               --
       Minority interest in net income of consolidated subsidiary              --              262
       Amortization of deferred compensation                                   52               --

  Cash provided by (used in) changes in operating assets and
    liabilities:
       Accounts receivable                                                    221              (49)
       Inventories                                                             --                1
       Income tax refund receivable                                           326              929
       Prepaid programming costs                                             (548)              --
       Other current assets                                                  (828)             (69)
       Deposits and other assets                                              (82)               3
       Accounts payable and accrued expenses                               (1,241)             (93)
       Accrued severance payments                                             (20)            (159)
       Deferred revenue                                                        20             (420)
       Customer deposits                                                      625               --
       Deferred satellite rent obligations                                     (8)             (17)
                                                                      -----------      -----------

           Net cash provided by (used in) operating activities               (447)           1,800
                                                                      -----------      -----------

Investing activities - purchases of property, plant and equipment          (1,668)            (430)
                                                                      -----------      -----------

Financing activities:

  Principal payments on capital lease                                          (6)             (36)
  Proceeds from exercise of stock options                                     170              834
  Proceeds from common stock subscriptions receivable                          --               30
                                                                      -----------      -----------

           Net cash provided by financing activities                          164              828
                                                                      -----------      -----------

           Net increase (decrease) in cash and cash equivalents            (1,951)           2,198

Cash and cash equivalents, beginning of period                             13,105            7,214
                                                                      -----------      -----------

Cash and cash equivalents, end of period                              $    11,154      $     9,412
                                                                      ===========      ===========

Supplemental disclosures of cash flow information:

  Income taxes paid                                                   $         5      $        --
                                                                      ===========      ===========

Supplemental disclosures of non-cash investing and
  financing activities:

   Effect of net increase (decrease) in fair value of
     available-for-sale securities, net of deferred taxes             $       (32)     $         1
                                                                      ===========      ===========

                See Notes to Unaudited Condensed Consolidated Financial Statements.


                                                 5
</TABLE>




<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

NOTE 1 - ORGANIZATION AND BUSINESS

DESCRIPTION OF OPERATIONS

         Outdoor Channel Holdings, Inc. ("Outdoor Channel Holdings," or
collectively with its subsidiaries, the "Company") was reincorporated under the
laws of the State of Delaware on September 14, 2004. Originally Outdoor Channel
Holdings was incorporated under the name Global Resources, Inc., an Alaska
corporation, and was subsequently re-named Global Outdoors, Inc. In 2003, the
name was changed to Outdoor Channel Holdings, Inc. The Company acquired the
remaining 17.6% minority interest in The Outdoor Channel, Inc. ("TOC"), which it
did not previously hold on September 8, 2004. TOC operates The Outdoor Channel
which is a national television network devoted to traditional outdoor
activities, such as hunting, fishing and shooting sports, as well as off road
motor sports and other related lifestyle programming.

         Our revenues include advertising fees from advertisements aired on The
Outdoor Channel, including fees paid by outside producers to purchase
advertising time in connection with the airing of their programs on The Outdoor
Channel, and from advertisements in "Gold Prospectors & Treasure Hunters in the
Great Outdoors" magazine; subscriber fees paid by cable and satellite service
providers that air The Outdoor Channel; membership fees from members in both
LDMA-AU, Inc. ("Lost Dutchman's") and Gold Prospector's Association of America,
LLC ("GPAA") and other income including products and services related to gold
prospecting, gold expositions, expeditions and outings.

         Other business activities consist of the promotion and sale of a gold
mining expedition to our Cripple River property located near Nome, Alaska, and
the sale of memberships in Lost Dutchman's which entitle members to engage in
gold prospecting on our Arizona, California, Colorado, Georgia, Michigan, North
Carolina, Oregon, and South Carolina properties. We have signed an agreement
with another organization for the mutual use of other properties.

RESTATEMENT OF 2004 FINANCIAL STATEMENTS

         In accordance with APB Opinion 25, "Accounting for Stock Issued to
Employees" ("APB 25"), Financial Interpretation No. 44 "Accounting for Certain
Transactions Involving Stock Compensation" ("FIN 44"), Statement of Financial
Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("SFAS
123"), and Emerging Issues Task Force Consensus 00-23, "Issues Related to the
Accounting for Stock Based Compensation under APB Opinion No. 25 and FASB
Interpretation No. 44" ("EITF 00-23") we have corrected our accounting for stock
options issued to a non-employee as a result of the options being assumed by
Outdoor Channel Holdings from its subsidiary TOC in connection with the
acquisition on September 8, 2004 of the remaining minority interest of TOC that
Outdoor Channel Holdings did not already own through an amendment filed on May
13, 2005 to our Annual Report on Form 10-K for the year ended December 31, 2004.
As originally reported, the value of these options was treated on the same basis
as employee options and was expensed when assumed as "Compensation expense from
exchange of stock options". Since the options were fully- vested and the holder
was no longer an employee as of the date of the merger, the value of these
options has now been treated as additional consideration paid by Outdoor Channel
Holdings for the remaining stock of TOC and ultimately included in goodwill.

         The impact of the restatement on the accompanying condensed
consolidated balance sheet as of December 31, 2004 is summarized as follows:

<TABLE>
                                               As Originally
Impact Summary                                   Reported      As Restated       Change
--------------                                  -----------    -----------    -----------
<S>                                             <C>            <C>            <C>
Deferred tax assets, net                        $    16,554    $    14,863    $    (1,691)
Goodwill                                             39,418         43,668          4,250
Total assets                                         97,110         99,669          2,559
Accumulated deficit                                 (20,016)       (17,457)         2,559
Total stockholders' equity                           90,923         93,482          2,559

</TABLE>

                                   6


<PAGE>


                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

NOTE 2 - UNAUDITED INTERIM FINANCIAL STATEMENTS

         In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of March 31, 2005 and its results of operations and cash flows for
the three months ended March 31, 2005 and 2004. Information included in the
consolidated balance sheet, restated, as of December 31, 2004 has been derived
from, and certain terms used herein are defined in the audited financial
statements of the Company as of December 31, 2004 (the "Audited Financial
Statements") included in the Company's Annual Report on Form 10-K/A (the
"10-K/A") for the year ended December 31, 2004 that was previously filed with
the Securities and Exchange Commission (the "SEC"). Pursuant to the rules and
regulations of the SEC, certain information and disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted from
these financial statements unless significant changes have taken place since the
end of the most recent fiscal year. Accordingly, these unaudited condensed
consolidated financial statements should be read in conjunction with the Audited
Financial Statements and the other information also included in the 10-K/A.

         Certain amounts in the 2004 unaudited condensed consolidated financial
statements have been reclassified to conform to the 2005 presentation.

         The results of the Company's operations for the three months ended
March 31, 2005 are not necessarily indicative of the results of operations for
the full year ending December 31, 2005.

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect reported amounts of
assets and liabilities as of the dates of the condensed consolidated balance
sheets and reported amount of revenues and expenses for the periods presented.
Accordingly, actual results could materially differ from those estimates.


                                       7




<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

NOTE 3 - EARNINGS PER SHARE

         Effective September 15, 2004 the Company effected a 5 for 2 split of
its common stock in connection with its reincorporation in Delaware. All share
and per share data has been adjusted where appropriate to reflect this stock
split. In addition, the par value of the Company's common stock was changed from
$0.02 to $0.001 per share.

         The Company has presented "basic" and "diluted" earnings per common
share in the accompanying unaudited condensed consolidated statements of
operations in accordance with the provisions of Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). Basic earnings
per common share is calculated by dividing net income by the weighted average
number of common shares outstanding during each period. The calculation of
diluted earnings per common share is similar to that of basic earnings per
common share, except that the denominator is increased to include the number of
additional common shares that would have been outstanding if all potentially
dilutive common shares of the Company and TOC, prior to the acquisition of the
remaining minority interest in TOC, were issued during the period if any such
issuances have a dilutive effect.

         The computation of diluted earnings per share takes into account the
effects on the weighted average number of common shares outstanding of the
assumed exercise of all of the outstanding stock options of Outdoor Channel
Holdings for the three months ended March 31, 2005 and 2004 and TOC for the
three months ended March 31, 2004, adjusted for the application of the treasury
stock method. The computation of diluted earnings per share for the three months
ended March 31, 2004 also takes into account the reduction in net income
applicable to common stock attributable to the minority interest (approximately
17.5% to 33.1%) in the net income of TOC that results from the assumed exercise
of all of TOC's outstanding stock options. The number of shares potentially
issuable by the Company at March 31, 2005 upon the exercise of stock options
that were not included in the computation of net earnings per common share
because they were anti-dilutive totaled 25. All of the options of the Company
and TOC outstanding as of March 31, 2004 were included in the computation of
diluted earnings per share.

         The following table summarizes the calculation of net income and the
weighted average common shares outstanding for basic and diluted earnings per
share for the three months ended March 31, 2005 and 2004:

<TABLE>
                                                                                     Three Months Ended March 31,
                                                                                  ------------------------------------
                                                                                        2005               2004
                                                                                  ---------------     ----------------
<S>                                                                               <C>                 <C>
Numerators:
     Net income - basic                                                           $           452     $          1,113
     Deduct increase in minority interest attributable to assumed
         exercise of dilutive stock options of The Outdoor Channel                             --                 (225)
                                                                                  ---------------     ----------------
Net income - diluted                                                              $           452     $            888
                                                                                  ===============     ================

Denominators:
     Weighted average common shares outstanding - basic                                    18,474               14,827
     Dilutive effect of potentially issuable common shares upon
         exercise of stock options of the Company as adjusted for
         the application of the treasury stock method                                       3,923                  652
                                                                                  ---------------     ----------------
Diluted weighted average common shares outstanding                                         22,397               15,479
                                                                                  ===============     ================

</TABLE>


                                                    8




<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

NOTE 4 - PRO FORMA EFFECTS OF STOCK OPTIONS

         Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), provides for the use of a fair value
based method of accounting for employee stock compensation. However, SFAS 123
also allows an entity to continue to measure compensation cost for stock options
granted to employees using the intrinsic value method of accounting prescribed
by Accounting Principles Board Opinions No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"), which only requires charges to compensation expense for
the excess, if any, of the fair value of the underlying stock at the date a
stock option is granted (or at an appropriate subsequent measurement date) over
the amount the employee must pay to acquire the stock, if such amounts differ
materially. The Company has elected to continue to account for employee stock
options using the intrinsic value method under APB 25. By making that election,
it is required by SFAS 123 and Statement of Financial Accounting Standards No.
148, "Accounting for Stock-Based Compensation - Transition and Disclosure" to
provide pro forma disclosures of net income and earnings per share as if a fair
value based method of accounting had been applied.

         The Company's historical net income and earnings per common share and
pro forma net income and earnings per common share assuming compensation cost
had been determined for the three months ended March 31, 2005 and 2004 based on
the fair value at the grant date for all awards by the Company using the
Black-Scholes option pricing model consistent with the provisions of SFAS 123,
and amortized ratably or over the vesting period, are set forth below:

<TABLE>
                                                                                          Three Months Ended March 31,
                                                                                        -------------------------------
                                                                                            2005               2004
                                                                                        -------------     -------------
<S>                                                                                     <C>               <C>
Net income:
     As reported                                                                        $         452     $       1,113
     Add: stock-based compensation expense included
       in net income                                                                                 --                --
     Deduct:  Stock-based employee compensation expense
       assuming a fair value based method had
       been used for all awards, net of tax effects                                              (397)             (456)
                                                                                        -------------     -------------
     Pro forma                                                                          $          55     $         657
                                                                                        =============     =============

Basic earnings  per share:
     As reported                                                                        $        0.02     $        0.08
     Pro forma                                                                          $        0.00     $        0.04

Diluted earnings per common share:
     As reported                                                                        $        0.02     $        0.06
     Pro forma                                                                          $        0.00     $        0.03

</TABLE>

         The fair value of each option granted by the Company in the three
months ended March 31, 2004 (no options were granted for the three months ended
March 31, 2005) was estimated on the date of grant using the Black-Scholes
option pricing model, assuming no expected dividends with the following
assumptions:

                                         Three Months Ended
                                           March 31, 2004
                                         ------------------

         Risk-free interest rate                 4%
         Expected dividends                      0%
         Expected life of the option          10 years
         Volatility factor                      79%

         As a result of amendments to SFAS 123, the Company will be required to
charge the fair value of employee stock options as of the date of grant to
expense over the vesting period beginning with its fiscal quarter ending March
31, 2006.


                                       9




<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

NOTE 5 - EQUITY TRANSACTIONS

ISSUANCES OF COMMON STOCK BY THE COMPANY

         During the three months ended March 31, 2005, the Company received cash
proceeds of approximately $170 from the exercise of options for the purchase of
125 shares of common stock.

STOCK OPTION PLANS

         Descriptions of Outdoor Channel Holdings' and TOC's stock option plans
are included in Note 9 of the Company's Annual Report on Form 10-K/A for the
year ended December 31, 2004. A summary of the status of the options granted
under Outdoor Channel Holdings' stock option plans and outside of those plans as
of March 31, 2005 and the changes in options outstanding during the three months
then ended is presented in the table that follows:

<TABLE>
                                                              As of March 31, 2005
                                                        -------------------------------
                                                                       Weighted Average
                                                          Shares        Exercise Price
                                                        ---------      ----------------
<S>                                                         <C>        <C>
Outstanding at beginning of period                          5,630      $           4.12
Options granted                                                --                    --
Options exercised                                            (125)                 1.36
Options canceled or expired                                    (3)                 6.14
                                                        ---------
Options outstanding at end of period                        5,502      $           4.18
                                                        =========

</TABLE>

NOTE 6 - RELATED PARTY TRANSACTIONS

         The Company is leasing its administrative facilities from Musk Ox
Properties, LP, which in turn is owned by Messrs. Perry T. Massie and Thomas H.
Massie, principal stockholders and officers of the Company. The lease agreements
currently require monthly rent payments aggregating to approximately $21. These
lease agreements expire on December 31, 2005. Rent expense paid to Musk Ox
Properties, LP totaled approximately $63 and $61 in the three months ended March
31, 2005 and 2004, respectively.

NOTE 7 - SEGMENT INFORMATION

         Pursuant to the Provisions of Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" ("SFAS 131"), the Company reports segment information in the same
format as reviewed by the Company's Chief Operating Decision Maker (the "CODM").
The Company segregates its business activities into TOC and the Membership
Division.

         TOC is a separate business activity that broadcasts television
programming 24 hours a day, seven days a week. TOC generates revenue from
advertising fees (which include fees paid by outside producers to purchase
advertising time in connection with the airing of their programs on The Outdoor
Channel) and subscriber fees.

         Lost Dutchman's and GPAA membership sales and related activities are
reported in the Membership Division. The Membership Division also includes
magazine sales, the sale of products and services related to gold prospecting,
gold expositions, expeditions and outings.


                                       10




<PAGE>

                 OUTDOOR CHANNEL HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

NOTE 7 - SEGMENT INFORMATION (CONTINUED)

         Information with respect to these reportable segments as of and for the
three months ended March 31, 2005 and 2004 follows:

<TABLE>
                                               Income (Loss)
As of and for the                              Before Income                                     Additions to
Three Months Ended                               Taxes and                      Depreciation      Property,
------------------                                Minority         Total            and           Plant and
March 31, 2005                   Revenues         Interest         Assets       Amortization     Improvements
--------------                 -----------     -------------     ----------     ------------     -------------
<S>                            <C>             <C>               <C>            <C>              <C>
  TOC                          $     8,757     $       1,272     $   21,797     $        361     $       1,511
  Membership Division                1,304                59          4,979               78               157
                               -----------     -------------     ----------     ------------     -------------
      Subtotal of Segments          10,061             1,331         26,776              439             1,668
  Corporate*                            --              (552)        73,520              136                --
                               -----------     -------------     ----------     ------------     -------------
      Totals                   $    10,061     $         779     $  100,296     $        575     $       1,668
                               ===========     =============     ===========    ============     =============

March 31, 2004
--------------
  TOC                          $     7,894     $       2,407     $   15,756     $        213     $         311
  Membership Division                1,326               148          6,071               86               119
                               -----------     -------------     ----------     ------------     -------------
      Subtotal of Segments           9,220             2,555         21,827              299               430
  Corporate*                            --              (250)            --               --                --
                               -----------     -------------     ----------     ------------     -------------
      Totals                   $     9,220     $       2,305     $   21,827     $        299     $         430
                               ===========     =============     ===========    ============     =============

         Intersegment sales amounted to approximately $149 in both of the three
months ended March 31, 2005 and 2004.

         *The Company captures corporate overhead that is applicable to both
         segments, but not directly related to operations in a separate business
         unit, as "Corporate." The expenses allocated to corporate consisted
         primarily of: professional fees including public relations, accounting
         and legal fees, taxes associated with being incorporated in Delaware,
         board fees, and other corporate fees not associated with either TOC or
         the Membership Division.

NOTE 8 - SUBSEQUENT EVENTS

         On April 25, 2005, the Compensation Committee awarded an officer of the
Company three options to buy 100,000 shares of our common stock, each with an
exercise price of $14.50 per share. The expiration dates and vesting periods for
the grants are summarized below:

         Shares Granted       Expiration Date                                 Vesting
         --------------       ---------------          --------------------------------------------------

             100,000           April 25, 2011          20% on April 25, 2006 and 20% per annum thereafter
             100,000           April 25, 2012          20% on April 25, 2007 and 20% per annum thereafter
             100,000           April 25, 2013          20% on April 25, 2008 and 20% per annum thereafter
             -------
             300,000
             =======

</TABLE>

         Effective April 21, 2005, the Company adopted an Executive Annual Cash
Bonus Plan (the "Bonus Plan"). The Bonus Plan is designed to increase
stockholder Value through effective use of cash awards. The Bonus Plan serves as
a vehicle for retaining executives of the Company and sustaining exceptional
performance, and is an important component of the Company's overall competitive
compensation package. The participants in this Bonus Plan shall be those senior
executive officers of the Company who have been designated as participants with
respect to each fiscal year of the Company by the Compensation Committee of the
Company's Board of Directors in its sole and absolute discretion. The Bonus Plan
shall reward the eligible participants for performance against yearly
performance objectives, as well as against the Company's performance. The amount
of any bonus payable under the Bonus Plan, and the timing of such bonus payment,
shall be as determined by the Compensation Committee in its sole and absolute
discretion.

                                      * * *


                                       11




<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

SAFE HARBOR STATEMENT

         The information contained in this report may include forward-looking
statements. The Company's actual results could differ materially from those
discussed in any forward-looking statements. The statements contained in this
report that are not historical are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including statements, without limitation,
regarding our expectations, beliefs, intentions or strategies regarding the
future. We intend that such forward-looking statements be subject to the
safe-harbor provisions contained in those sections. Such forward-looking
statements relate to, among other things: (1) expected revenue and earnings
growth and changes in mix; (2) anticipated expenses including advertising,
programming, personnel and others; (3) Nielsen Media Research, which we refer to
as Nielsen, estimates regarding total households and cable and satellite homes
subscribing to and viewers (ratings) of The Outdoor Channel; and (4) other
matters. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

         These statements involve significant risks and uncertainties and are
qualified by important factors that could cause our actual results to differ
materially from those reflected by the forward-looking statements. Such factors
include but are not limited to risks and uncertainties which are discussed below
under the caption "Risks and Uncertainties" and other risks and uncertainties
discussed elsewhere in this report. In assessing forward-looking statements
contained herein, readers are urged to read carefully all cautionary statements
contained in this Form 10-Q and in our other filings with the Securities and
Exchange Commission. For these forward-looking statements, we claim the
protection of the safe harbor for forward-looking statements in Section 27A of
the Securities Act and Section 21E of the Exchange Act.

GENERAL

         Outdoor Channel Holdings, Inc. (which we refer to as "Outdoor Channel
Holdings" or collectively with its subsidiaries, the "Company"), through its
indirect wholly-owned subsidiary The Outdoor Channel, Inc. ("TOC"), owns and
operates The Outdoor Channel which is a national television network devoted
primarily to traditional outdoor activities, such as hunting, fishing and
shooting sports, as well as off road motor sports and other related life style
programming. The Company also owns and operates related businesses which serve
the interests of The Outdoor Channel's viewers and other outdoor enthusiasts.
These related businesses include: LDMA-AU, Inc. ("Lost Dutchman's") and Gold
Prospector's Association of America, LLC. ("GPAA"). Lost Dutchman's is a
national gold prospecting campground club with approximately 6,700 members and
properties in Arizona, California, Colorado, Georgia, Michigan, North Carolina,
Oregon and South Carolina. We believe GPAA is one of the largest gold
prospecting clubs in the world with approximately 32,800 active members. GPAA is
the publisher of the "Gold Prospectors & Treasure Hunters in the Great Outdoors"
magazine and owner of a 2,300 acre property near Nome, Alaska used to provide an
annual expedition for a fee to its members.

         The Company's revenues include (1) advertising fees from advertisements
aired on The Outdoor Channel and from advertisements in "Gold Prospectors &
Treasure Hunters in the Great Outdoors" magazine; (2) subscriber fees paid by
cable and satellite service providers that air The Outdoor Channel; and (3)
membership fees from members in both Lost Dutchman's and GPAA and other income
including magazine sales, products and services related to gold prospecting,
gold expositions, expeditions and outings. Advertising fees include fees paid by
third-party programmers to purchase advertising time in connection with the
airing of their programs on The Outdoor Channel.

RECENT ACCOUNTING DEVELOPMENTS

         In December 2004, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 123 (R) ("SFAS 123 (R)").
"Share-Based Payment" which establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services and focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions. SFAS 123 (R)
requires that the fair value of such equity instruments, including all options
granted to employees, be recognized as expense in the historical financial
statements as services are performed. Prior to SFAS 123 (R), only certain pro
forma disclosures of fair value were required. SFAS 123 (R) shall be effective
for issuers as of the beginning of the first annual reporting period that begins
after December 15, 2005. The Company intends to adopt the standards of SFAS No.
123 (R) effective January 1, 2006. Since the Company has used the intrinsic
value method to account for stock options, the adoption of SFAS 123 (R) is
expected to have a material impact on the financial statements of Outdoor
Channel Holdings, Inc.


                                       12




<PAGE>

         The FASB had issued certain other accounting pronouncements as of March
31, 2005 that will become effective in subsequent periods; however, management
of the Company does not believe that any of those pronouncements would have
significantly affected the Company's financial accounting measurements or
disclosures had they been in effect during the three months ended March 31,
2005.

COMPARISON OF QUARTERS ENDED MARCH 31, 2005 AND MARCH 31, 2004

         The following table discloses certain financial information for the
periods presented, expressed in terms of dollars, dollar change, percentage
change and as a percent of total revenue (all dollar amounts are in thousands):

<TABLE>
                                                                            Change             % of Total Revenue
                                                                            ------             ------------------
                                               2005       2004         $              %         2005        2004
                                             -------     -------     -------       -------      -----      -----
<S>                                          <C>         <C>         <C>              <C>        <C>        <C>
Revenues:
     Advertising                             $ 5,259     $ 4,826     $   433          9.0 %      52.3%      52.3%
     Subscriber fees                           3,642       3,162         480         15.2        36.2       34.3
     Membership income                         1,160       1,232         (72)        (5.8)       11.5       13.4
                                             -------     -------     -------                    -----      -----
          Total revenues                      10,061       9,220         841          9.1       100.0      100.0
                                             -------     -------     -------                    -----      -----

Expenses:
     Satellite transmission fees                 633         591          42          7.1         6.3        6.4
     Advertising                               1,694       1,314         380         28.9        16.8       14.3
     Programming                                 521         395         126         31.9         5.2        4.3
     Selling, general and administrative       6,486       4,630       1,856         40.1        64.5       50.2
                                             -------     -------     -------                    -----      -----
          Total expenses                       9,334       6,930       2,404         34.7        92.8       75.2
                                             -------     -------     -------                    -----      -----

Income from operations                           727       2,290      (1,563)       (68.3)        7.2       24.8

Other income, net                                 52          15          37        246.7         0.5        0.2
                                             -------     -------     -------                    -----      -----
Income before income taxes and
  minority interest                              779       2,305      (1,526)       (66.2)        7.7       25.0

Income tax provision                             327         930        (603)       (64.8)        3.2       10.1
                                             -------     -------     -------                    -----      -----
Income before minority interest                  452       1,375        (923)       (67.1)        4.5       14.9

Minority interest in net income of
  consolidated subsidiary                         --         262        (262)      (100.0)       --          2.8
                                             -------     -------     -------                    -----      -----
Net income                                   $   452     $ 1,113     $  (661)       (59.4)%       4.5%      12.1%
                                             =======     =======     =======                    =====      =====

</TABLE>

         REVENUES

         Our revenues include revenues from (1) advertising fees; (2) subscriber
fees; and (3) membership income. Advertising revenue is generated from the sale
of advertising time on The Outdoor Channel and from the sale of advertising
space in publications such as the "Gold Prospectors & Treasure Hunters in the
Great Outdoors" magazine. For the three months ended March 31, 2005 and 2004,
The Outdoor Channel generated approximately 97.3% and 98.1% of our advertising
revenue, respectively. Subscriber fees are solely related to The Outdoor
Channel. Membership income is generated by our activities other than the
operation of The Outdoor Channel and includes membership sales, magazine sales,
merchandise sales, and sponsored outings and expeditions in connection with GPAA
and Lost Dutchman's.

         Total revenues for the three months ended March 31, 2005 were
$10,061,000, an increase of $841,000, or 9.1%, compared to revenues of
$9,220,000 for the three months ended March 31, 2004. This net increase was the
result of changes in several items comprising revenue as discussed below.

         Advertising revenue for the three months ended March 31, 2005 was
$5,259,000, an increase of $433,000 or 9.0% compared to $4,826,000 for the three
months ended March 31, 2004. The increase was due, in part, to our improved
ability to demonstrate the value of advertising on The Outdoor Channel to
national advertisers and thus sell a larger percentage of our advertising
inventory to these accounts, generally at higher prices. Nielsen reported that
we had approximately 24.4 million subscribers at the end of March 2005 compared


                                       13




<PAGE>

to 26.0 million at the end of March 2004 a decrease of 1.6 million subscribers
or 6.2%. (Nielsen revises this estimate each month and as of May 2005, Nielsen
reported that we had approximately 24.3 million subscribers). Despite the
decline in Nielsen's universe estimate, having Nielsen ratings and demographic
data enabled us to better utilize our inventory of available advertising time
and increase our effective rates realized on our advertising time on The Outdoor
Channel.

         Subscriber fees for the three months ended March 31, 2005 were
$3,642,000, an increase of $480,000 or 15.2% compared to $3,162,000 for the
three months ended March 31, 2004. The increase in subscriber fees for the
period was primarily due to: an increased number of paying subscribers; both
from new affiliates and from existing distributors such as National Cable
Television Cooperative ("NCTC"), DIRECTV, Comcast, DISH Network and Charter and
contractual subscriber fee rate increases with existing service providers
carrying The Outdoor Channel.

         Membership income for the three months ended March 31, 2005 was
$1,160,000, a decrease of $72,000 or 5.8% compared to $1,232,000 for the three
months ended March 31, 2005. The decline is principally a reduction in our GPAA
renewal rate in the first quarter of 2005 compared to the first quarter of 2004.

         EXPENSES

         Expenses consist of the cost of (1) satellite transmission fees; (2)
advertising; (3) programming; and (4) selling, general and administrative
expenses.

         Total expenses for the three months ended March 31, 2005 were
$9,334,000, an increase of $2,404,000, or 34.7%, compared to $6,930,000 for the
three months ended March 31, 2004. As a percentage of revenues, total expenses
were 92.8% and 75.2% in the three months ended March 31, 2005 and 2004,
respectively. The increase in expenses was due to several factors, but is
principally attributable to increasing personnel costs, costs associated with
the launch of our second channel, Outdoor Channel 2 HD, marketing and promotion
costs incurred to support the growth of the number of subscribers of The Outdoor
Channel, and other items more fully described as follows.

         Satellite transmission fees for the three months ended March 31, 2005
were $633,000, an increase of $42,000, or 7.1%, compared to $591,000 for the
three months ended March 31, 2004. This increase reflects an additional charge
for the back-up satellite capability negotiated with our satellite provider
during the fourth quarter of 2004. We are scheduled for a price increase in
satellite transmission fees starting October 2005 amounting to $5,000 per month.
However, we currently have plans to build our own broadcast facility during 2005
that we anticipate should be operational before the October 2005 scheduled
increase which broadcast facility is expected to result in an approximate
savings of $12,000 per month.

         Advertising expenses for the three months ended March 31, 2005 were
$1,694,000, an increase of $380,000 or 28.9% compared to $1,314,000 for the
three months ended March 31, 2004. The increase in advertising expenses is
principally a result of our increased spending on consumer and trade industry
awareness campaigns designed to build demand for The Outdoor Channel and for
Outdoor Channel 2 HD. Advertising expenses will fluctuate as a percentage of
Total revenues quarter to quarter but we expect the year-end rate as a
percentage of total revenues to be similar to that of the prior-year.

         Programming expenses for the three months ended March 31, 2005 were
$521,000, an increase of $126,000 or 31.9% compared to $395,000 for the three
months ended March 31, 2004. The increase in programming expenses is principally
attributable to producing more of our programming in-house in support of both of
our networks, The Outdoor Channel and Outdoor Channel 2 HD. Programming expenses
are expected to increase as a percentage of revenue as we pursue our strategy to
produce more programming in-house as opposed to contracting with third party
producers. As a result, we believe we will control more of our programs'
quality, advertising inventory and potential to re-package our programming for
other use such as international licensing and production of DVDs for retail
distribution.

         Selling, general and administrative expenses for the three months ended
March 31, 2005 were $6,486,000, an increase of $1,856,000 or 40.1% compared to
$4,630,000 for the three months ended March 31, 2004. As a percent of revenues,
selling, general and administrative expenses were 64.5% and 50.2% at March 31,
2005 and 2004, respectively. The increase was primarily due to the increase in
the number of employees from 123 at the end of March 2004 to 151 by the end of
March 2005 and travel costs associated with our larger advertising sales staff,
support of our service providers and the promotion of The Outdoor Channel and
Outdoor Channel 2 HD through a stronger presence at trade shows, conferences and
seminars. Contributing to these increased costs was the opening of our New York
City advertising sales office. Depreciation and small equipment purchases have
also increased as a result of pre-launch activity of Outdoor Channel 2 HD.


                                       14




<PAGE>

         INCOME FROM OPERATIONS

         Income from operations for the three months ended March 31, 2005 was
$727,000, a decrease of $1,563,000 or 68.3% compared to $2,290,000 for the three
months ended March 31, 2004. As a percent of revenues, income from operations
was 7.2% and 24.8% at March 31, 2005 and 2004, respectively. As we continue to
strive to drive growth of our subscriber base as we launch of Outdoor Channel 2
HD, we will incur increased expenses and start-up and operating costs in 2005
that are unlikely to be immediately offset by revenues which we anticipate will
negatively impacting our operating margins in the foreseeable future. There can
be no assurance that these strategies will be successful.

         OTHER INCOME, NET

         Other income, net for the three months ended March 31, 2005 was
$52,000, an increase of $37,000 or 246.7% compared to $15,000 for the three
months ended March 31, 2004. This improvement was primarily due to increased
dividend and interest earned on our increased investment in available-for-sale
securities and cash balances.

         INCOME BEFORE INCOME TAXES AND MINORITY INTEREST IN NET INCOME OF
         CONSOLIDATED SUBSIDIARY

         Income before income taxes and minority interest decreased as a
percentage of revenues to 7.7% for the three months ended March 31, 2005
compared to 25.0% for the three months ended March 31, 2004.

         The TOC segment's income before income taxes and minority interest
expressed as a percentage of revenue decreased to 14.5% for the three months
ended March 31, 2005, compared to 30.5% for the three months ended March 31,
2004. The decrease was due mainly to the growth of our advertising and
programming expenses and increases in personnel expenses resulting from the
increase in the average number of TOC employees in the three months ended March
31, 2005 compared to the three months ended March 31, 2004. As noted, we have
increased our spending levels on programming in support of The Outdoor Channel
as we bring a larger portion of our programming in-house and we have incurred
costs associated with pre-launch activity of our second channel, Outdoor Channel
2 HD. We are also spending at higher levels in pursuit of growing the subscriber
base of The Outdoor Channel.

         The Membership Division segment's income before income taxes and
minority interest expressed as a percentage of revenues decreased to 4.5% for
the three months ended March 31, 2005 compared to 11.2% for the three months
ended March 31, 2004. This decrease principally reflects the combined effects of
the decline in revenue of the Membership Division of approximately $22,000 and
the increase in expenses of $89,000. We held 5 gold shows in the first quarter
of this year compared to 4 last year which increased our overall expense. We did
not realize as much revenue per show as last year as we held shows in areas we
have not been to or have not been to for a while. Often it takes a year or two
for shows held in new areas to gain momentum. Our Denver show was highlighted by
heavy snow fall which kept attendance down.

         Corporate incurred a loss before income taxes and minority interest for
the three months ended March 31, 2005 amounting to $552,000, an increase of
$302,000 or 120.8% compared to $250,000 for the three months ended March 31,
2004. The expenses allocated to corporate include: professional fees including
public relations, accounting and legal fees, business insurance, board of
directors fees and expenses and an allocation of corporate officers' payroll and
related expenses. The increase in the expenses of corporate is principally
related to accounting services incurred in positioning the Company to be in
compliance with the requirements of the Sarbanes-Oxley Act of 2002, taxes
associated with being incorporated in Delaware, and amortization of the
intangible assets related to the acquisition of the minority interest of TOC.
Increased board fees also contribute to the increase of expenses reflecting the
increase in the number of independent board members from two in the first
quarter of 2004 to five in the first quarter of 2005.

         INCOME TAX PROVISION

         Income tax provision for the three months ended March 31, 2005 was
$327,000, a decrease of $603,000 or 64.8% as compared to $930,000 for the three
months ended March 31, 2004. The decrease was principally due to the Company
earning less taxable income in the first three months of 2005 as compared to the
first three months of 2004. The effective income tax rate was approximately
42.0% and 40.3% for the three months ended March 31, 2005 and 2004,
respectively.

         MINORITY INTEREST IN NET INCOME OF CONSOLIDATED SUBSIDIARY

         Minority interest for the three months ended March 31, 2004 was
$262,000. Minority interest was eliminated in September 2004 as a result of our
acquisition of the remaining minority interest in TOC we did not already own.
Therefore, there was no minority interest for the three months ended March 31,
2005.


                                       15




<PAGE>

NET INCOME

         Net income for the three months ended March 31, 2005 was $452,000 a
decrease of $661,000 or 59.4% compared to $1,113,000 for the three months ended
March 31, 2004 for reasons stated above.

LIQUIDITY AND CAPITAL RESOURCES

         We used $447,000 of cash in our operating activities in the three
months ended March 31, 2005, compared to the cash provided by operating
activities of $1,800,000 in the three months ended March 31, 2004 and had a cash
and cash equivalents balance of $11,154,000 at March 31, 2005, which was a
decrease of $1,951,000 from the balance of $13,105,000 at December 31, 2004. Net
working capital decreased to $16,455,000 at March 31, 2005, compared to
$17,042,000 at December 31, 2004.

         Net cash used in investing activities was $1,668,000 in the three
months ended March 31, 2005 compared to $430,000 for the three months ended
March 31, 2004. The increase in cash used in investing activities was primarily
related to additional capital expenditures to build our inventory of cameras and
edit equipment to support our increased efforts to produce more of our
programming in-house as opposed to licensing such programming from third parties
and in particular to increase our HD camera and editing equipment. Also included
in capital expenditures is "in-construction" related to the build-out of our new
broadcast facility described below.

         Net cash provided by financing activities was $164,000 in the three
months ended March 31, 2005 compared to $828,000 for the three months ended
March 31, 2004. The financing activity in both 2005 and 2004 is primarily a
result of the exercise of employee and service provider stock options from our
1995 incentive stock option plan. More options were eligible for exercise in
2004 than in the comparable period in 2005.

         During 2004, the Company entered into a credit facility providing for a
revolving line of credit of up to $5,000,000 of available borrowings. The
borrowings under the credit facility are secured by accounts receivable,
instruments, documents, chattel paper, general intangibles, contract rights,
investment property, certificates of deposit, deposit accounts, letter of credit
rights, inventory, and equipment. The credit facility matures on September 5,
2005 and contains customary financial and other covenants and restrictions
including a change of control provision. As of March 31, 2005 and as of the date
of this report, the Company did not have any amounts outstanding under the
credit facility.

         Driven by a need to increase office space, we reassessed our facilities
including floor space utilization, master control equipment, uplink equipment,
and other needs during the year ended December 31, 2004. On February 22, 2005 we
announced our intention to purchase a 28,000 square foot building in Temecula,
California for approximately $2.6 million and have executed a Purchase and Sale
Agreement and Escrow Instructions to complete the purchase later this year. We
have entered into a lease agreement for this property whereby we are leasing the
premises until the expected closing. This building is planned to house our
broadcast facility including our master control, our uplink satellite dish and
various programming personnel. We currently estimate that capital expenditures
to complete the build-out including updated equipment could exceed $8 million.
While the Company believes that such estimated capital expenditures can be
funded from its cash on hand or cash from operations, the Company is currently
exploring long-term debt financing and other alternatives with regard to the
possible funding of a portion of these estimated capital expenditures. As of the
date of the filing of this report, the Company has not obtained any actual
commitments with regard to such financing.

         As of March 31, 2005, the Company generated sufficient cash flow from
operations to meet its short-term cash flow requirements. Management believes
that the Company's existing cash resources and anticipated cash flows from
operations will be sufficient to fund the Company's operations at current levels
and anticipated capital requirements through at least April 1, 2006. To the
extent that such amounts are insufficient to finance the Company's working
capital requirements or the Company's desire to expand operations beyond current
levels, the Company could seek additional financing. There can be no assurance
that equity or debt financing will be available if needed or, if available, will
be on terms favorable to the Company or its stockholders.

RISKS AND UNCERTAINTIES

         The Company's business and operations are subject to a number of risks
and uncertainties, and the following list should not be considered to be a
definitive list of all factors that may affect the Company's business, financial
condition and future operating results and should be read in conjunction with
the factors risks and uncertainties contained in the Company's other filings
with the Securities and Exchange Commission. Any forward-looking statements made
by the Company are made with the intention of obtaining the benefits of the


                                       16




<PAGE>

"safe harbor" provisions of the Securities Litigation Reform Act and a number of
factors, including, but not limited to those discussed below, could cause the
Company's actual results and experiences to differ materially from the
anticipated results or expectations expressed in any forward-looking statements.

         WE MAY NOT BE ABLE TO GROW OUR SUBSCRIBER BASE, AND AS A RESULT OUR
         REVENUES AND PROFITABILITY MAY NOT INCREASE.

         A major component of our growth strategy is based on increasing the
number of subscribers to our channels. Growing our subscriber base depends upon
many factors, such as the success of our marketing efforts in driving consumer
demand for The Outdoor Channel, overall growth in cable and satellite
subscribers, the popularity of our programming, our ability to negotiate new
carriage agreements and maintain existing distribution, and other factors that
are beyond our control. There can be no assurance that we will be able to
maintain or increase the subscriber base of The Outdoor Channel on cable and
satellite systems or that such carriage will not decrease as a result of a
number of factors. If we are unable to grow our subscriber base, our subscriber
and advertising revenues may not increase and could decrease.

         IF WE INCREASE OUR LAUNCH SUPPORT COSTS TO SERVICE PROVIDERS IN ORDER
         TO GROW OUR SUBSCRIBER BASE, OUR OPERATING RESULTS MAY BE HARMED.

         Although we currently have plans to increase our marketing and sales
efforts in an attempt to increase the number of our subscribers, we may not be
able to do so economically or at all. If we are unable to increase the number of
our subscribers on a cost-effective basis, or if the benefits of doing so do not
materialize, our business and operating results would be harmed. In particular,
if we make any upfront cash payments to service providers for an increase in our
subscriber base, our cash flow could be adversely impacted, and we may incur
negative cash flow for some time. In addition, if we were to make such upfront
cash payments, we expect to amortize such payments ratably over the term of the
agreements with the service providers. However, if a service provider terminates
any such agreement prior to the expiration of the term of such agreement, then
under current accounting rules we may incur a large expense in that quarter in
which the agreement is terminated equal to the remaining un-amortized payments
and our operating results could accordingly be adversely affected.

         IF THE OUTDOOR CHANNEL IS PLACED IN UNPOPULAR PROGRAM PACKAGES BY CABLE
         OR SATELLITE SERVICE PROVIDERS, OR IF SERVICE FEES ARE INCREASED FOR
         OUR SUBSCRIBERS, THE NUMBER OF VIEWERS OF THE OUTDOOR CHANNEL MAY
         DECLINE WHICH COULD HARM OUR BUSINESS AND OPERATING RESULTS.

         We do not control the cable channels with which The Outdoor Channel is
packaged by cable or satellite service providers. The placement by a cable or
satellite service provider of The Outdoor Channel in an unpopular program
package could reduce or impair the growth of the number of our viewers and
subscriber fees paid by service providers to us. In addition, we do not set the
prices charged by cable and satellite service providers to their subscribers
when The Outdoor Channel is packaged with other television channels. The prices
for the channel packages in which The Outdoor Channel is bundled may be set too
high to appeal to individuals who might otherwise be interested in our network.
Further, if The Outdoor Channel is bundled by service providers with networks
that do not appeal to our viewers or is moved to packages with fewer
subscribers, we may lose viewers. These factors may reduce the number of viewers
of The Outdoor Channel, which in turn would reduce our subscriber fees and
advertising revenue.

         CABLE AND SATELLITE SERVICE PROVIDERS COULD DISCONTINUE OR REFRAIN FROM
         CARRYING THE OUTDOOR CHANNEL, WHICH COULD REDUCE THE NUMBER OF VIEWERS
         AND HARM OUR OPERATING RESULTS.

         The success of The Outdoor Channel is dependent, in part, on our
ability to enter into new carriage agreements and maintain existing agreements
with, and carriage by, satellite systems and multiple system operators, which we
refer to as MSOs, and their affiliate members. Although we have relationships or
agreements with most of the largest MSOs and satellite service providers,
execution of an agreement with an MSO does not ensure that its affiliated
regional or individual cable systems will carry The Outdoor Channel. Under our
current agreements, The Outdoor Channel typically offers MSOs and their cable
affiliates the right to broadcast The Outdoor Channel to their subscribers, but
such contracts do not require that The Outdoor Channel be offered to all
subscribers of, or any tiers offered by, the MSO. Because certain carriage
agreements do not specify on which service levels The Outdoor Channel is
carried, such as analog versus basic digital, expanded digital or specialty
tiers, and in which geographic markets The Outdoor Channel will be offered, we
have no assurance that The Outdoor Channel will be carried and available to
viewers of any particular MSO or to all satellite subscribers. If cable and
satellite service providers discontinue or refrain from carrying The Outdoor
Channel, this could reduce the number of viewers and harm our operating results.




                                       17




<PAGE>
         WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE OUR FUTURE GROWTH, AND OUR
         GROWTH MAY NOT CONTINUE, WHICH MAY SUBSTANTIALLY HARM OUR BUSINESS AND
         PROSPECTS.

         We have undergone rapid and significant growth in revenue and
subscribers over the last several years, and our strategic objectives include
not only further developing and enhancing our existing business, but also
expanding our in-house production capabilities. There are risks inherent in
rapid growth and the pursuit of new strategic objectives, including among
others: investment and development of appropriate infrastructure, such as
facilities, information technology systems and other equipment to support a
growing organization; hiring and training new management, sales and marketing,
production, and other personnel and the diversion of management's attention and
resources from critical areas and existing projects; and implementing systems
and procedures to successfully manage growth, such as monitoring operations,
controlling costs, maintaining effective quality and service, and implementing
and maintaining adequate internal controls. Although we have recently upgraded
our Temecula, California production facility, we expect that additional
expenditures will be required as we continue to upgrade our facilities and to
begin transmitting our channel from our facilities directly. In particular, we
have signed an agreement to purchase a building near our current headquarters
and are currently building out this property primarily for use as our broadcast
facility in the future. We could incur cost overruns, delays and other
difficulties with this construction. In addition, moving our broadcast facility
and some of our personnel into this new facility could be disruptive to our
operations. We cannot assure you that we will be able to successfully manage our
growth, that future growth will occur or that we will be successful in managing
our business objectives. We can provide no assurance that our profitability or
revenues will not be harmed by future changes in our business. Our operating
results could be harmed if such growth does not occur, or is slower or less
profitable than projected.

         WE MAY NOT BE ABLE TO SECURE NATIONAL ADVERTISING ACCOUNTS, AND AS A
         RESULT, OUR REVENUES AND PROFITABILITY MAY BE NEGATIVELY IMPACTED.

         Our ability to secure national advertising accounts, which generally
pay higher advertising rates, depends upon the size of our audience, the
popularity of our programming and the demographics of our viewers, as well as
strategies taken by our competitors, strategies taken by advertisers and the
relative bargaining power of advertisers. Competition for national advertising
accounts and related advertising expenditures is intense. We face competition
for such advertising expenditures from a variety of sources, including other
cable companies and other media. We cannot assure you that our sponsors will pay
advertising rates for commercial air time at levels sufficient for us to make a
profit or that we will be able to attract new advertising sponsors or increase
advertising revenues. If we are unable to attract national advertising accounts
in sufficient quantities, our revenues and profitability may be harmed.

         IF WE FAIL TO DEVELOP AND DISTRIBUTE POPULAR PROGRAMS, OUR VIEWERSHIP
         WOULD LIKELY DECLINE, WHICH COULD CAUSE ADVERTISING AND SUBSCRIBER FEE
         REVENUES TO DECREASE.

         Our operating results depend significantly upon the generation of
advertising revenue. Our ability to generate advertising revenues is largely
dependent on our Nielsen ratings, which estimates the number of viewers of The
Outdoor Channel, and this directly impacts the level of interest of advertisers
and rates we are able to charge. If we fail to program popular shows that
maintain or increase our current number of viewers, our Nielsen ratings could
decline, which in turn could cause our advertising revenue to decline and
adversely impact our business and operating results. In addition, if we fail to
program popular shows the number of subscribers to our channel may also
decrease, resulting in a decrease in our subscriber fee and advertising revenue.

         CHANGES IN THE METHODOLOGY USED BY NIELSEN TO ESTIMATE OUR SUBSCRIBER
         BASE OR TELEVISION RATINGS, OR INACCURACIES IN SUCH ESTIMATES, COULD
         CAUSE OUR ADVERTISING REVENUE TO DECREASE.

         Our ability to sell advertising is largely dependent on television
ratings and our subscriber base estimated by Nielsen. We do not control the
methodology used by Nielsen for these estimates. If Nielsen modifies its
methodology or changes the statistical sample it uses for these estimates, such
as the demographic characteristics of the households, our ratings could be
negatively affected resulting in a decrease in our advertising revenue.

         EXPENSES RELATING TO PROGRAMMING COSTS ARE GENERALLY INCREASING AND A
         NUMBER OF FACTORS CAN CAUSE COST OVERRUNS AND DELAYS, AND OUR OPERATING
         RESULTS MAY BE ADVERSELY IMPACTED IF WE ARE NOT ABLE TO SUCCESSFULLY
         RECOVER THE COSTS OF DEVELOPING AND ACQUIRING NEW PROGRAMMING.

         The average cost of programming has increased recently for the cable
industry and such increases may continue. We plan to build our programming
library through the acquisition of long-term broadcasting rights from third
party producers, in-house production and outright acquisition of programming,
and this may lead to increases in our programming costs. The development,
production and editing of television programming requires a significant amount
of capital and there are substantial financial risks inherent in developing and
producing television programs. Actual programming and production costs may
exceed their budgets. Factors such as labor disputes, death or disability of key
spokespersons or program hosts, damage to film negatives, master tapes and
recordings or adverse weather conditions may cause cost overruns and delay or
prevent completion of a project. If we are not able to successfully recover the
costs of developing or acquiring programming through increased revenues, whether
the programming is produced by us or acquired from third-party producers, our
business and operating results will be harmed.


                                       18




<PAGE>

         OUR OPERATING RESULTS MAY BE NEGATIVELY IMPACTED IF OUR OUTDOOR CHANNEL
         2 HD NETWORK IS NOT AS SUCCESSFUL AS WE ANTICIPATE.

         In March 2005, we began providing an HD version of our channel and plan
a formal consumer marketing launch in July 2005. There can be no assurances that
Outdoor Channel 2 HD will not incur unexpected costs and expenses. Distribution
of Outdoor Channel 2 HD will depend on successfully executing distribution
agreements with cable and satellite service providers. There can be no assurance
that such agreements can be made, and if they are made, that they will be on
terms favorable to us or that they will not require us to grant periods of free
service and/or marketing commitments to encourage carriage. The public may not
adopt HD consumer television equipment in numbers sufficient to allow profits
for an advertiser-supported service. Bandwidth constraints may keep Outdoor
Channel 2 HD from achieving sufficient distribution from service providers to
reach profitability. Competition for quality HD content may increase the costs
of programming for Outdoor Channel 2 HD beyond our control or expectations. All
of these factors, combined or separately, could increase costs or restrain
revenue and adversely affect our operating results.

         THE MARKET IN WHICH WE OPERATE IS HIGHLY COMPETITIVE, AND WE MAY NOT BE
         ABLE TO COMPETE EFFECTIVELY, PARTICULARLY AGAINST COMPETITORS WITH
         GREATER FINANCIAL RESOURCES, BRAND RECOGNITION, MARKETPLACE PRESENCE
         AND RELATIONSHIPS WITH SERVICE PROVIDERS.

         We compete for viewers with other basic and pay cable television
networks, including the Outdoor Life Network, Spike TV, ESPN2 and others. If
these or other competitors, many of which have substantially greater financial
and operational resources than us, significantly expand their operations with
respect to outdoor-related programming or their market penetration, our business
could be harmed. In addition, certain technological advances, including the
deployment of fiber optic cable, which are already substantially underway, are
expected to allow cable systems to greatly expand their current channel
capacity, which could dilute our market share and lead to increased competition
for viewers from existing or new programming services.

         We also compete with television network companies that generally have
large subscriber bases and significant investments in, and access to,
competitive programming sources. In some cases, we compete with cable and
satellite service providers that have the financial and technological resources
to create and distribute their own television networks, such as the Outdoor Life
Network, which is owned and operated by Comcast. In order to compete for
subscribers, we may pay either launch fees or marketing support or both for
carriage in certain circumstances in the future, which may require significant
cash expenditures, harming our operating results and margins. We may also issue
our securities from time to time in connection with our attempts for broader
distribution of The Outdoor Channel and the amount of such securities could be
significant. We also compete for advertising sales with other pay television
networks, broadcast networks, and local over-the-air television stations. We
also compete for advertising sales with satellite and broadcast radio and the
print media. We compete with other cable television networks for subscriber fees
from, and affiliation agreements with, cable and satellite service providers.
Actions by the Federal Communications Commission, which we refer to as the FCC,
and the courts have removed certain of the impediments to entry by local
telephone companies into the video programming distribution business, and other
impediments could be eliminated or modified in the future. These local telephone
companies may distribute programming that is competitive with the programming
provided by us to cable operators.

         WE MAY NOT BE ABLE TO ATTRACT NEW, OR RETAIN EXISTING, MEMBERS IN OUR
         CLUB ORGANIZATIONS, AND AS A RESULT OUR REVENUES AND PROFITABILITY MAY
         BE HARMED.

         Our ability to attract new members and retain existing members in our
club organizations, GPAA and Lost Dutchman's, depends, in part, upon our
marketing efforts, including our programming on The Outdoor Channel and such
other efforts as direct mail campaigns, continued sponsorship of gold
expositions around the country and introductory outings held at our campsites.
We cannot assure you that we will successfully attract new members or retain
existing members. A decline in membership in our club organizations could harm
our business and operating results.

         CONSOLIDATION AMONG CABLE AND SATELLITE DISTRIBUTORS MAY HARM OUR
         BUSINESS.

         Cable and satellite operators continue to consolidate, making The
Outdoor Channel increasingly dependent on fewer operators. If these operators
fail to carry The Outdoor Channel, use their increased distribution and
bargaining power to negotiate less favorable terms of carriage or to obtain
additional volume discounts, our business and operating results would suffer.


                                       19




<PAGE>

         THE SATELLITE INFRASTRUCTURE THAT WE USE MAY FAIL OR BE PREEMPTED BY
         ANOTHER SIGNAL, WHICH COULD IMPAIR OUR ABILITY TO DELIVER PROGRAMMING
         TO OUR CABLE AND SATELLITE SERVICE PROVIDERS.

         Our ability to deliver programming to service providers, and their
subscribers, is dependent upon the satellite equipment and software that we use
to work properly to distribute our programming. If this satellite system fails,
or a signal with a higher priority replaces our signal, which is determined by
our agreement with the owner of the satellite, we may not be able to deliver
programming to our cable and satellite service provider customers and their
subscribers within the time periods advertised. We recently negotiated for
back-up capability with our satellite provider on an in-orbit spare satellite,
which provides us carriage on the back-up satellite in the event that
catastrophic failure occurs on the primary satellite. Our contract provides that
our main signal is subject to preemption and until the back-up satellite is in
position, we could lose our signal for a period of time. A loss of our signal
could harm our reputation and reduce our revenues and profits.

         NATURAL DISASTERS AND OTHER EVENTS BEYOND OUR CONTROL COULD INTERRUPT
         OUR SIGNAL.

         Our systems and operations may be vulnerable to damage or interruption
from earthquakes, floods, fires, power loss, telecommunication failures and
similar events. They also could be subject to break-ins, sabotage and
intentional acts of vandalism. Since our production facilities for The Outdoor
Channel are all located in Temecula, California, the results of such events
could be particularly disruptive because we do not have readily available
alternative facilities from which to conduct our business. Our business
interruption insurance may not be sufficient to compensate us for losses that
may occur. Despite any precautions we may take, the occurrence of a natural
disaster or other unanticipated problems at our facilities could result in
interruptions in our services. Interruptions in our service could harm our
reputation and reduce our revenues and profits.

         OUR OPERATING RESULTS MAY VARY SIGNIFICANTLY, AND HISTORICAL
         COMPARISONS OF OUR OPERATING RESULTS ARE NOT NECESSARILY MEANINGFUL AND
         SHOULD NOT BE RELIED UPON AS AN INDICATOR OF FUTURE PERFORMANCE.

         Our operations are influenced by many factors. These factors may cause
our financial results to vary significantly in the future and our operating
results may not meet the expectations of securities analysts or investors. If
this occurs, the price of our stock may decline. Factors that can cause our
results to fluctuate include, but are not limited to:

         o        carriage decisions of cable and satellite service providers;
         o        demand for advertising, advertising rates and offerings of
                  competing media;
         o        changes in the growth rate of cable and satellite subscribers;
         o        cable and satellite service providers' capital and marketing
                  expenditures and their impact on programming offerings and
                  penetration;
         o        seasonal trends in viewer interests and activities;
         o        pricing, service, marketing and acquisition decisions that
                  could reduce revenues and impair quarterly financial results;
         o        the mix of cable television and satellite-delivered
                  programming products and services sold and the distribution
                  channels for those products and services;
         o        our ability to react quickly to changing consumer trends;
         o        specific economic conditions in the cable television and
                  related industries; and
         o        changing regulatory requirements.

         Due to the foregoing and other factors, many of which are beyond our
control, our revenue and operating results vary from period to period and are
difficult to forecast. Our expense levels are based in significant part on our
expectations of future revenue. Therefore, our failure to meet revenue
expectations would seriously harm our business, operating results, financial
condition and cash flows. Further, an unanticipated decline in revenue for a
particular calendar quarter may disproportionately affect our profitability
because our expenses would remain relatively fixed and would not decrease
correspondingly.

         SEASONAL INCREASES OR DECREASES IN ADVERTISING REVENUE MAY NEGATIVELY
         AFFECT OUR BUSINESS.

         Seasonal trends are likely to affect our viewership, and consequently,
could cause fluctuations in our advertising revenues. Our business reflects
seasonal patterns of advertising expenditures, which is common in the broadcast
industry. For this reason, fluctuations in our revenues and net income could
occur from period to period depending upon the availability of advertising
revenues. Due, in part, to these seasonality factors, the results of any one
quarter are not necessarily indicative of results for future periods, and our
cash flows may not correlate with revenue recognition.


                                       20




<PAGE>

         WE MAY BE UNABLE TO ACCESS CAPITAL ON ACCEPTABLE TERMS TO FUND OUR
         FUTURE OPERATIONS.

         Our future capital requirements will depend on numerous factors,
including the success of our efforts to increase advertising revenues, the
amount of resources devoted to increasing distribution of The Outdoor Channel,
and acquiring and producing programming for The Outdoor Channel. As a result, we
could be required to raise substantial additional capital through debt or equity
financing. To the extent that we raise additional capital through the sale of
equity or convertible debt securities, the issuance of such securities could
result in dilution to existing stockholders. If we raise additional capital
through the issuance of debt securities, the debt securities would have rights,
preferences and privileges senior to holders of common stock and the terms of
such debt could impose restrictions on our operations. We cannot assure you that
additional capital, if required, will be available on acceptable terms, or at
all. If we are unable to obtain additional capital, our current business
strategies and plans and ability to fund future operations may be harmed.

         WE MAY NOT BE ABLE TO ATTRACT AND RETAIN KEY PERSONNEL.

         Our success depends to a significant degree upon the continued
contributions of the principal members of our sales, marketing, production and
management personnel, many of whom would be difficult to replace. None of our
employees are under contract and all of our employees are "at-will." Any of our
officers or key employees could leave at any time, and we do not have "key
person" life insurance policies covering any of our employees. The competition
for qualified personnel has been strong in our industry. This competition could
make it more difficult to retain our key personnel and to recruit new highly
qualified personnel. The loss of Perry T. Massie, our President and Chief
Executive Officer and Co-President of The Outdoor Channel, Inc., or Thomas H.
Massie, our Executive Vice President, or William A. Owen, our Chief Financial
Officer, or Andrew J. Dale, the Chief Executive Officer and Co-President of The
Outdoor Channel, Inc., or Thomas E. Hornish, our General Counsel, could
adversely impact our business. To attract and retain qualified personnel, we may
be required to grant large option or other stock-based incentive awards, which
may be highly dilutive to existing stockholders. We may also be required to pay
significant base salaries and cash bonuses to attract and retain these
individuals, which payments could harm our operating results. If we are not able
to attract and retain the necessary personnel we may not be able to implement
our business plan.

         NEW VIDEO RECORDING TECHNOLOGIES MAY REDUCE OUR ADVERTISING REVENUE.

         A number of new personal video recorders, such as TiVo in the United
States, have emerged in recent years. These recorders often contain features
allowing viewers to watch pre-recorded programs without watching advertising.
The effect of these recorders on viewing patterns and exposure to advertising
could harm our operations and results if our advertisers reduce the advertising
rates they are willing to pay because they believe television advertisements are
less effective with these technologies.

         CABLE AND SATELLITE TELEVISION PROGRAMMING SIGNALS HAVE BEEN STOLEN OR
         COULD BE STOLEN IN THE FUTURE, WHICH REDUCES OUR POTENTIAL REVENUE FROM
         SUBSCRIBER FEES AND ADVERTISING.

         The delivery of subscription programming requires the use of
conditional access technology to limit access to programming to only those who
subscribe to programming and are authorized to view it. Conditional access
systems use, among other things, encryption technology to protect the
transmitted signal from unauthorized access. It is illegal to create, sell or
otherwise distribute software or devices to circumvent conditional access
technologies. However, theft of cable and satellite programming has been widely
reported, and the access or "smart" cards used in cable and satellite service
providers' conditional access systems have been compromised and could be further
compromised in the future. When conditional access systems are compromised, we
do not receive the potential subscriber fee revenues from the cable and
satellite service providers. Further, measures that could be taken by cable and
satellite service providers to limit such theft are not under our control.
Piracy of our copyrighted materials could reduce our revenue from subscriber
fees and advertising and negatively affect our business and operating results.

         BECAUSE WE EXPECT TO BECOME INCREASINGLY DEPENDENT UPON OUR
         INTELLECTUAL PROPERTY RIGHTS, OUR INABILITY TO PROTECT THOSE RIGHTS
         COULD NEGATIVELY IMPACT OUR ABILITY TO COMPETE.

         We currently license approximately 80% of our programs from third-party
television and film producers. In order to build a library of programs and
programming distribution rights, we must obtain all of the necessary rights,
releases and consents from the parties involved in developing a project or from
the owners of the rights in a completed program. There can be no assurance that
we will be able to obtain the necessary rights on acceptable terms, or at all,
or properly maintain and document such rights. In addition, protecting our
intellectual property rights by pursuing those who infringe or dilute our rights
or defending against third party claims can be costly and time consuming. If we
are unable to protect our portfolio of trademarks, service marks, copyrighted
material and characters, trade names and other intellectual property rights, our
business and our ability to compete could be harmed.


                                       21




<PAGE>

         WE MAY FACE INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS THAT COULD BE
         TIME-CONSUMING, COSTLY TO DEFEND AND RESULT IN OUR LOSS OF SIGNIFICANT
         RIGHTS.

         Other parties may assert intellectual property infringement claims
against us, and our products may infringe the intellectual property rights of
third parties. From time to time, we receive letters alleging infringement of
intellectual property rights of others. Intellectual property litigation can be
expensive and time-consuming and could divert management's attention from our
business. If there is a successful claim of infringement against us, we may be
required to pay substantial damages to the party claiming infringement or enter
into royalty or license agreements that may not be available on acceptable or
desirable terms, if at all. Our failure to license the proprietary rights on a
timely basis would harm our business.

         OUR PRINCIPAL STOCKHOLDERS, EXECUTIVE OFFICERS AND DIRECTORS
         BENEFICIALLY OWN APPROXIMATELY 69.7% OF OUR OUTSTANDING COMMON STOCK
         AND THEREFORE EXERCISE SIGNIFICANT CONTROL OVER US, AND THEY MAY MAKE
         DECISIONS WITH WHICH YOU DISAGREE.

         Our principal stockholders, executive officers and directors
beneficially own an aggregate of approximately 69.7% of our outstanding common
stock. See "Principal and Selling Stockholders" below. The interests of those
parties could differ from those of other stockholders. As a result of their
large holdings of our common stock relative to other stockholders, these
parties, acting individually or together, could have a strong influence over
matters requiring approval of our stockholders.

         ANTI-TAKEOVER PROVISIONS IN OUR CERTIFICATE OF INCORPORATION, OUR
         BYLAWS AND UNDER DELAWARE LAW MAY ENABLE OUR INCUMBENT MANAGEMENT TO
         RETAIN CONTROL OF US AND DISCOURAGE OR PREVENT A CHANGE OF CONTROL THAT
         MAY BE BENEFICIAL TO OUR STOCKHOLDERS.

         Provisions of Delaware law, our certificate of incorporation and bylaws
could discourage, delay or prevent a merger, acquisition or other change in
control that stockholders may consider favorable, including transactions in
which you might otherwise receive a premium for your shares. These provisions
also could limit the price that investors might be willing to pay in the future
for shares of our common stock, thereby depressing the market price of our
common stock. Furthermore, these provisions could prevent attempts by our
stockholders to replace or remove our management. These provisions:

         o        allow the authorized number of directors to be changed only by
                  resolution of our board of directors;
         o        establish a classified board of directors, providing that not
                  all members of the board may be elected at one time;
         o        require a 66 2/3% stockholder vote to remove a director, and
                  only for cause;
         o        authorized our board of directors to issue without stockholder
                  approval blank check preferred stock that, if issued, could
                  operate as a "poison pill" to dilute the stock ownership of a
                  potential hostile acquirer to prevent an acquisition that is
                  not approved by our board or directors;
         o        require that stockholder actions must be effected at a duly
                  called stockholder meeting and prohibit stockholder action by
                  written consent;
         o        establish advance notice requirements for stockholder
                  nominations to our board of directors or for stockholder
                  proposals that can be acted on at stockholder meetings;
         o        except as provided by law, allow only our board of directors
                  to call a special meeting of the stockholders; and
         o        require a 66 2/3% stockholder vote to amend our certificate of
                  incorporation or bylaws.

         In addition, because we are incorporated in Delaware, we are governed
by the provisions of Section 203 of the Delaware General Corporation Law, which
may, unless certain criteria are met, prohibit large stockholders, in particular
those owning 15% or more of our outstanding voting stock, from merging or
combining with us for a prescribed period of time.

         TECHNOLOGIES IN THE CABLE AND SATELLITE TELEVISION INDUSTRY ARE
         CONSTANTLY CHANGING, AND OUR FAILURE TO ACQUIRE OR MAINTAIN
         STATE-OF-THE-ART TECHNOLOGY MAY HARM OUR BUSINESS AND COMPETITIVE
         ADVANTAGE.

         The technologies used in the cable and satellite television industry
are rapidly evolving. Many technologies and technological standards are in
development and have the potential to significantly transform the ways in which
programming is created and transmitted. In addition, under some of our MSO
contracts, we may be required to encrypt our signal. We cannot accurately
predict the effects that implementing new technologies will have on our
programming and broadcasting operations. We may be required to incur substantial
capital expenditures to implement new technologies, or, if we fail to do so, may
face significant new challenges due to technological advances adopted by
competitors, which in turn could result in harming our business and operating
results.


                                       22




<PAGE>

         THE CABLE AND SATELLITE TELEVISION INDUSTRY IS SUBJECT TO SUBSTANTIAL
         GOVERNMENTAL REGULATION FOR WHICH COMPLIANCE MAY BE EXPENSIVE, TIME
         CONSUMING AND MAY EXPOSE US TO SUBSTANTIAL COMPLIANCE COSTS AND
         PENALTIES FOR FAILURE TO COMPLY.

         The cable television industry is subject to extensive legislation and
regulation at the federal and local levels, and, in some instances, at the state
level, and many aspects of such regulation are currently the subject of judicial
proceedings and administrative or legislative proposals. Similarly, the
satellite television industry is subject to federal regulation. Operating in a
regulated industry increases our cost of doing business.

         The Cable Television Consumer Protection and Competition Act of 1992,
to which we refer to as the 1992 Cable Act, precludes video programmers
affiliated with cable companies from favoring their affiliated cable operators
over competitors and requires such programmers to sell their programming to
other multi-channel video distributors. This provision benefits independent
programmers such as us by limiting the ability of vertically integrated cable
programmers to offer exclusive programming arrangements to cable companies. This
provision was scheduled to expire in October 2002. However, the FCC deferred the
expiration date to October 2007 unless the FCC then determines that another
extension is necessary to protect competition and diversity. If this provision
expires, it could have an adverse effect on our ability to obtain carriage by
service providers.

         Regulatory carriage requirements also could reduce the number of
channels available to carry The Outdoor Channel. The 1992 Cable Act granted
television broadcasters a choice of must-carry rights or retransmission consent
rights. The rules adopted by the FCC generally provided for mandatory carriage
by cable systems of all local full-power commercial television broadcast signals
selecting must-carry rights and, depending on a cable system's channel capacity,
non-commercial television broadcast signals. Such statutorily mandated carriage
of broadcast stations, coupled with the provisions of the Cable Communications
Policy Act of 1984, which require cable television systems with 36 or more
"activated" channels to reserve a percentage of such channels for commercial use
by unaffiliated third parties and permit franchise authorities to require the
cable operator to provide channel capacity, equipment and facilities for public,
educational and government access channels, could reduce carriage of The Outdoor
Channel by limiting its carriage in cable systems with limited channel capacity.
In 2001, the FCC adopted rules relating to the cable carriage of digital
television signals. Among other things, the rules clarify that a digital-only
television station can assert a right to analog or digital carriage on a cable
system. The FCC initiated a further proceeding to determine whether television
broadcasters may assert the rights to carriage of both analog and digital
signals during the transition to digital television and to carriage of all
digital signals. On February 10, 2005, the FCC decided that television
broadcasters do not have such additional must-carry rights. Broadcasters may
seek judicial review of the FCC's decision or legislative change. The imposition
of such additional must-carry regulation, in conjunction with the current
limited cable system channel capacity, would make it likely that cable operators
will be forced to drop some cable programming services and could reduce carriage
of The Outdoor Channel.

         If we distribute television programming through other types of media,
we may be required to obtain federal, state and local licenses or other
authorizations to offer such services. We may not be able to obtain licenses or
authorizations in a timely manner, or at all, or conditions could be imposed
upon licenses and authorizations that may not be favorable to us.

         In the future, any increased regulation of rates, and in particular the
rates for basic cable services, could, among other things, put downward pressure
on the rates charged by cable programming services, and affect the ability or
willingness of cable system operators to retain or to add The Outdoor Channel
network on their cable systems. In response to a request from the Committee on
Energy and Commerce of the House of Representatives, the FCC's Media Bureau
conducted a study in 2004 regarding, among other things, government-mandated a
la carte or mini-tier packaging of programming services in which each subscriber
would purchase only those channels that he or she desired instead of the larger
bundles of different channels as is typical today. The Media Bureau's report on
November 18, 2004 observed that such packaging would increase the cost of
programming to consumers and injure programmers. If, in response to any rate or
other government regulation, cable system operators implement channel offering
structures that require subscribers to affirmatively choose to pay a separate
fee to receive The Outdoor Channel network, either by itself or in combination
with a limited number of other channels, the number of viewers for The Outdoor
Channel could be reduced.

         The regulation of programming services, cable television systems and
satellite licensees is subject to the political process and has been in constant
flux over the past decade. Further material changes in the law and regulatory
requirements are difficult to anticipate and our business may be harmed by
future legislation, new regulation, deregulation or court decisions interpreting
laws and regulations.


                                       23




<PAGE>

         WE MUST COMPLY WITH MANY LOCAL, STATE, FEDERAL AND ENVIRONMENTAL
         REGULATIONS, FOR WHICH COMPLIANCE MAY BE COSTLY AND MAY EXPOSE US TO
         SUBSTANTIAL PENALTIES.

         Our recreational outdoor activity entities, GPAA and Lost Dutchman's,
share the general risks of all outdoor recreational activities such as personal
injury, environmental compliance and real estate and environmental regulation.
In addition to the general cable television industry regulations, we are also
subject to various local, state and federal regulations, including, without
limitation, regulations promulgated by federal and state environmental, health
and labor agencies. Our prospecting clubs are subject to various local, state
and federal statutes, ordinances, rules and regulations concerning zoning,
development and other utilization of their properties. We cannot predict what
impact current or future regulations may have on these businesses. In addition,
failure to maintain required permits or licenses, or to comply with applicable
regulations, could result in substantial fines or costs or revocation of our
operating licenses, which would have a material adverse effect on our business
and operating results.

         CHANGES IN CORPORATE GOVERNANCE AND SECURITIES DISCLOSURE AND
         COMPLIANCE PRACTICES HAVE INCREASED AND MAY CONTINUE TO INCREASE OUR
         LEGAL COMPLIANCE AND FINANCIAL REPORTING COSTS.

         The Sarbanes-Oxley Act of 2002 required us to change or supplement some
of our corporate governance and securities disclosure and compliance practices.
The Securities and Exchange Commission and Nasdaq have revised, and continue to
revise, their regulations and listing standards. These developments have
increased, and may continue to increase, our legal compliance and financial
reporting costs.

         FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN
         ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A
         MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND STOCK PRICE.

         We are in the process of documenting and testing our internal control
procedures in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act, which requires an annual management assessment of the
effectiveness of internal controls over financial reporting and an opinion by
our independent registered public accounting firm addressing the assessment.
During the course of our testing we may identify deficiencies which we may not
be able to remediate in time to meet the deadline for compliance with the
requirements of Section 404. In addition, if we fail to maintain the adequacy of
our internal controls, as such standards are modified, supplemented or amended
from time to time, we may not be able to ensure that we can conclude on an
ongoing basis that we have effective internal controls over financial reporting
in accordance with Section 404. Effective internal controls are necessary for us
to produce reliable financial reports and are important in the prevention of
financial fraud. If we cannot produce reliable financial reports or prevent
fraud, our business and operating results could be harmed, investors could lose
confidence in our reported financial information and our stock price could
decrease.

         IF OUR GOODWILL BECOMES IMPAIRED, WE WILL BE REQUIRED TO TAKE A
         NON-CASH CHARGE WHICH COULD HAVE A SIGNIFICANT EFFECT ON OUR REPORTED
         NET EARNINGS.

         A significant portion of our assets consists of goodwill and other
intangible assets. In accordance with Statement of Financial Accounting
Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142"), we test
goodwill and other intangible assets for impairment during the fourth quarter of
each year, and on an interim date if factors or indicators become apparent that
would require an interim test. A significant downward revision in the present
value of estimated future cash flows for a reporting unit could result in an
impairment of goodwill under SFAS 142 and a non-cash charge would be required.
Such a charge for impairment could have a significant effect on our reported net
earnings.

         CHANGES TO FINANCIAL ACCOUNTING STANDARDS MAY AFFECT OUR REPORTED
         OPERATING RESULTS.

         We prepare our financial statements to conform with GAAP, which are
subject to interpretations by the Financial Accounting Standards Board, the
Securities and Exchange Commission and various bodies formed to interpret and
create appropriate accounting policies. A change in those policies can have a
significant effect on our reported results and may even affect our reporting of
transactions completed before a change is announced. Accounting policies
affecting many other aspects of our business, including rules relating to
business combinations and employee stock option grants have recently been
revised or are under review. Changes to those rules or the questioning of
current practices may adversely affect our reported financial results or the way
we conduct our business. In addition, our preparation of financial statements in
accordance with GAAP requires that we make estimates and assumptions that affect
the recorded amounts of assets and liabilities, disclosure of those assets and
liabilities at the date of the financial statements and the recorded amounts of
expenses during the reporting period. A change in the facts and circumstances
surrounding those estimates could result in a change to our estimates and could
impact our future operating results.


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<PAGE>

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         At March 31, 2005 and 2004, our investment portfolio included
fixed-income securities of $687,000 and $550,000, respectively. These securities
are subject to interest rate risk and will decline in value if interest rates
increase. However, due to the short duration of our investment portfolio, an
immediate 10% change in interest rates would have no material impact on our
financial condition, operating results or cash flows. Declines in interest rates
over time will, however, reduce our interest income while increases in interest
rates over time may increase our interest expense.

         We do not have a significant level of transactions denominated in
currencies other than U.S. dollars and as a result we have very limited foreign
currency exchange rate risk. The effect of an immediate 10% change in foreign
exchange rates would have no material impact on our financial condition,
operating results or cash flows.

         We do not have any outstanding borrowings on our line-of-credit and as
a result an immediate 10% change in interest rates would have no material impact
on our financial condition, operating results or cash flows.

ITEM 4. CONTROLS AND PROCEDURES

         We maintain disclosure controls and procedures designed to provide
reasonable assurance of achieving the objective that information in our Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified and pursuant to the regulations of the Securities and Exchange
Commission. Disclosure controls and procedures, as defined in Rule 13a-15(e) and
15d-15(e) under the Exchange Act, include controls and procedures designed to
ensure the information required to be disclosed by us in the reports we file or
submit under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. It should
be noted that our system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system are met.

         As previously disclosed, in May 2005 we amended our quarterly report on
Form 10-Q for the quarter ended September 30, 2004 and our annual report on Form
10-K for the year ended December 31, 2004 to reflect the restatements of our
consolidated financial statements included in such reports. The errors giving
rise to these restatements related to the accounting for options issued by us to
a former employee in connection with our September 2004 acquisition of the
minority interest in The Outdoor Channel, Inc. that we did not previously own.

         Our management, with the participation of our Chief Executive Officer
and Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures as of March 31, 2005, the end of the period covered by
this report, and concluded that our disclosure controls and procedures were not
effective as of March 31, 2005 solely because of the material weakness in our
internal control over financial reporting with respect to accounting for complex
and non-standard transactions such as the acquisition of the minority interest
in The Outdoor Channel, Inc. described above.

         To address this material weakness relating to the accounting and
disclosure for complex and non-standard transactions, we have engaged additional
resources to advise our management on the financial reporting and accounting
treatment of complex transactions. We are confident that, as of the date of this
filing, we have fully remediated this material weakness in our internal control
over financial reporting.

         In connection with this Form 10-Q, our management, with the
participation of our Chief Executive Officer and Chief Financial Officer, have
evaluated our disclosure controls and procedures as currently in effect,
including the remedial actions described above. As a result of the remedial
actions implemented by us, we have concluded that, as of this date, our
disclosure controls and procedures are effective.

         During the fiscal quarter ended March 31, 2005, there was no change in
our internal control over financial reporting that materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting. However, subsequent to March 31, 2005, we took the remedial actions
described above.


                                       25




<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         None

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS

(a) Exhibits:

Exhibit Number    Description
--------------    -----------

  2.1             Amended and Restated Agreement and Plan of Merger among The
                  Outdoor Channel, Inc., Outdoor Channel Holdings, Inc. and Gold
                  Prospector's Association of America, Inc. dated as of April
                  20, 2004, as amended and restated as of May 12, 2004 (filed as
                  Exhibit 2.1 to the Company's Current Report on Form 8-K filed
                  on May 18, 2004 and incorporated herein by reference)

  2.2             Agreement and Plan of Merger between Outdoor Channel Holdings,
                  Inc., a Delaware corporation, and Outdoor Channel Holdings,
                  Inc., an Alaska corporation, dated as of September 8, 2004
                  (filed as Exhibit 2.1 to the Company's Current Report on Form
                  8-K filed on September 20, 2004 and incorporated herein by
                  reference)

  3.1             Certificate of Incorporation of Outdoor Channel Holdings, Inc,
                  a Delaware corporation (filed as Exhibit 3.1 to the Company's
                  Current Report on Form 8-K filed on September 20, 2004 and
                  incorporated herein by reference)

  3.2             By-Laws of Outdoor Channel Holdings, Inc., a Delaware
                  corporation (filed as Exhibit 3.2 to the Company's Current
                  Report on Form 8-K filed on September 20, 2004 and
                  incorporated herein by reference)

  10.1            Purchase and Sale Agreement and Escrow Instructions by and
                  between Temecula Enterprises, LLC, an Ohio limited liability
                  company and The Outdoor Channel, Inc., a Nevada corporation,
                  dated as of December 16, 2004.

  10.2            Outdoor Channel Holdings, Inc. Executive Annual Cash Bonus
                  Plan effective April 21, 2005.

  31.1            Certification by Chief Executive Officer

  31.2            Certification by Chief Financial Officer

  32.1*           Section 1350 Certification by Chief Executive Officer

  32.2*           Section 1350 Certification by Chief Financial Officer
--------------

*     Pursuant to Commission Release No. 33-8238, this certification will be
      treated as "accompanying" this Quarterly Report on Form 10-Q and not
      "filed" as part of such report for purposes of Section 18 of the
      Securities Exchange Act of 1934, as amended, or otherwise subject to the
      liability of Section 18 of the Securities Exchange Act of 1934, as
      amended, and this certification will not be deemed to be incorporated by
      reference into any filing under the Securities Act of 1933, as amended, or
      the Securities Exchange Act of 1934, as amended, except to the extent that
      the registrant specifically incorporates it by reference.


                                       26




<PAGE>

                                   SIGNATURES

         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.

                                OUTDOOR CHANNEL HOLDINGS, INC.
                                /s/ William A. Owen
                                -----------------------------------------------
                                WILLIAM A. OWEN
                                Authorized Officer, Chief Financial Officer and
                                Controller (Principal and Accounting Officer)
                                Dated: May 16, 2005


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