SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-Q

(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 30, 2001

OR

[ ]  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 333-62227



AMERICAN COMMERCIAL LINES LLC
(Exact Name of Registrant as Specified in Its Charter)



Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

52-210660
(IRS Employer Identification No.)

1701 East Market Street
Jeffersonville, Indiana  47130
(Address of Principal Executive Offices)(Zip Code)

(812) 288-0100
(Registrants Telephone Number, Including Area Code)

Not Applicable
(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. Yes [X] No [ ]



As of March 30, 2001, the registrant had 100 membership interests outstanding.

INDEX

|                                                                    | Page Number
|------------------------------------------------------------------- | -----------
|                                                                    |            
|PART I. FINANCIAL INFORMATION                                       |            
|                                                                    |            
|Item 1. Financial Statements (unaudited)                            |            
|                                                                    |            
|1. Condensed Consolidated Statement of Earnings for the             |            
|Quarters Ended March 30, 2001 and March 31, 2000                    |            
|                                                                    |            
|2. Condensed Consolidated Statement of Cash Flows for the           |            
|Quarters Ended March 30, 2001 and March 31, 2000                    |            
|                                                                    |            
|3. Condensed Consolidated Statement of Financial Position           |            
|At March 30, 2001 and December 29, 2000                             |            
|                                                                    |            
|4. Condensed Consolidated Statement of Members Deficit             |            
|At March 30, 2001, December 29, 2000 and December 31, 1999          |            
|                                                                    |            
|Notes to Condensed Consolidated Financial Statements                |            
|                                                                    |            
|Item 2. Managements Discussion and Analysis of Financial Condition |            
|and Results of Operations                                           |            
|                                                                    |            
|Item 3. Quantitative and Qualitative Disclosures About Market Risk  |            
|                                                                    |            
|PART II. OTHER INFORMATION                                          |            
|                                                                    |            
|Item 6. Exhibits and Reports on Form 8-K                            |            
|                                                                    |            
|Signature                                                           |            
|                                                                    |            

# PART 1

                     FINANCIAL INFORMATION

## Item 1. Financial Statements

## AMERICAN
COMMERCIAL LINES LLC   CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                    (Dollars in Thousands)

|                                        | Quarters Ended
|--------------------------------------- | --------------
|
|
|OPERATING REVENUE                       |               
|                                        |               
|OPERATING EXPENSE                       |               
|Materials, Supplies and Other           |               
|Rent                                    |               
|Labor and Fringe Benefits               |               
|Fuel                                    |               
|Depreciation and Amortization           |               
|Taxes, Other Than Income Taxes          |               
|                                        |               
|                                       
|                                        |               
|                                        |               
|                                       
|                                       
|OPERATING (LOSS) INCOME                 |               
|                                        |               
|OTHER EXPENSE (INCOME)                  |               
|Interest Expense                        |               
|Other, Net                              |               
|                                        |               
|                                       
|                                       
|                                        |               
|                                        |               
|                                       
|                                       
|LOSS BEFORE INCOME TAXES AND CUMULATIVE |               
|EFFECT OF ACCOUNTING CHANGE             |               
|                                        |               
|INCOME TAXES                            |               
|                                        |               
|                                       
|                                       
|LOSS BEFORE CUMULATIVE EFFECT           |               
|OF ACCOUNTING CHANGE                    |               
|                                        |               
|                                        |               
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE  |               
|                                        |               
|                                       
|                                       
|NET LOSS                                |               
|                                        |               
|                                       
|                                       

See accompanying Notes to Condensed Consolidated Financial
                          Statements.

## AMERICAN COMMERCIAL LINES LLC
               CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                           (Dollars in Thousands)

|                                                 | Quarters Ended
|------------------------------------------------ | --------------
|
|
|OPERATING ACTIVITIES                             |               
|Net Loss                                         |               
|                                                 |               
|Adjustments to Reconcile Net Loss to Net Cash    |               
|(Used in) Provided by Operating Activities:      |               
|Depreciation and Amortization                    |               
|Other Operating Activities                       |               
|Changes in Operating Assets and Liabilities:     |               
|Accounts Receivable                              |               
|Materials and Supplies                           |               
|Accrued Interest                                 |               
|Other Current Assets                             |               
|Other Current Liabilities                        |               
|                                                 |               
|Net Cash Used in Operating Activities            |               
|                                                 |               
|INVESTING ACTIVITIES                             |               
|Property Additions                               |               
|Proceeds from Property Dispositions              |               
|Other Investing Activities                       |               
|                                                 |               
|Net Cash Used in Investing Activities            |               
|                                                 |               
|FINANCING ACTIVITIES                             |               
|Short-Term Borrowings                            |               
|Long Term Debt Repaid                            |               
|Outstanding Checks Net of Deposits               |               
|Debt Costs                                       |               
|Other Financing                                  |               
|                                                 |               
|Net Cash Used in Financing Activities            |               
|                                                 |               
|Net Decrease in Cash and Cash Equivalents        |               
|Cash and Cash Equivalents at Beginning of Period |               
|                                                 |               
|Cash and Cash Equivalents at End of Period       |               
|                                                 |               

See accompanying Notes to Condensed Consolidated Financial Statements.

## AMERICAN COMMERCIAL LINES LLC
           CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                           (Dollars in Thousands)

|                                       | March 30,2001(Unaudited) | December 29,2000
|-------------------------------------- | ------------------------ | ----------------
|ASSETS                                 |                          |                 
|                                       |                          |                 
|CURRENT ASSETS                         |                         
|Cash and Cash Equivalents              |                          | $   24,465      
|Accounts Receivable, Net               |                          | 52,777          
|Materials and Supplies                 |                          | 34,258          
|Other Current Assets                   |                          | 30,294          
|                                       |                          |                 
|                                      
|Total Current Assets                   |                          | 141,794         
|                                       |                          |                 
|PROPERTIES-Net                         |                          | 501,023         
|NET PENSION ASSET                      |                          | 24,903          
|OTHER ASSETS                           |                          | 100,557         
|                                       |                          |                 
|                                      
|                                      
|Total Assets                           |                          | $ 768,277       
|                                       |                          |                 
|                                      
|LIABILITIES                            |                         
|CURRENT LIABILITIES                    |                         
|                                      
|Accounts Payable                       |                          | $   47,472      
|                                      
|Accrued Payroll and Fringe Benefits    |                          | 13,944          
|                                      
|Deferred Revenue                       |                          | 15,694          
|                                      
|Accrued Claims and Insurance Premiums  |                          | 24,640          
|                                      
|Accrued Interest                       |                          | 12,601          
|                                      
|Short-Term Debt                        |                          | 75,000          
|                                      
|Current Portion of Long-Term Debt      |                          | 40,628          
|                                      
|Other Current Liabilities              |                          | 46,023          
|                                       |                          |                 
|                                      
|                                      
|                                      
|Total Current Liabilities              |                          | 276,002         
|                                      
|                                       |                          |                 
|LONG-TERM DEBT                         |                          | 613,403         
|PENSION LIABILITY                      |                          | 20,648          
|OTHER LONG-TERM LIABILITIES            |                          | 29,281          
|                                       |                          |                 
|                                      
|Total Liabilities                      |                          | 939,334         
|                                       |                          |                 
|                                      
|                                      
|MEMBERS DEFICIT                       |                         
|                                      
|Members Interest                      |                          | 220,074         
|                                      
|Other Capital                          |                          | 162,025         
|                                      
|Retained Deficit                       |                          | (553,156        
|                                       |                          |                 
|                                      
|                                      
|Total Members Deficit                 |                          | (171,057)       
|                                      
|                                       |                          |                 
|                                      
|                                      
|                                      
|                                      
|Total Liabilities and Members Deficit |                          | $ 768,277       
|                                       |                          |                 
|                                      

See accompanying Notes to Condensed Consolidated Financial Statements.

## AMERICAN COMMERCIAL
LINES LLC CONDENSED CONSOLIDATED STATEMENT OF MEMBERS DEFICIT

                  (Dollars in Thousands)

|                                                  | MembersInterest | OtherCapital | RetainedEarnings(Deficit) | Total    
|------------------------------------------------- | ---------------- | ------------ | ------------------------- | ---------
|                                                 
|                                                 
|Balance at December 25, 1998                      |                  | $ 220,047    |                           | $ 161,051
|                                                  |                  |              |                           |          
|                                                 
|                                                 
|Comprehensive Income:                             |                 
|                                                 
|                                                 
|Net earnings                                      |                  | --           |                           | --       
|                                                 
|                                                 
|Foreign Currency Translation                      |                  | --           |                           | (337     
|                                                  |                  |              |                           |          
|                                                 
|                                                 
|Total Comprehensive Income                        |                  | --           |                           | (337     
|                                                 
|                                                 
|Contribution of capital by CSX                    |                  | --           |                           | 1,054    
|                                                 
|                                                 
|Other                                             |                  | --           |                           | --       
|                                                 
|                                                 
|Issuance of membership interests                  |                  | 27           |                           | --       
|                                                 
|                                                 
|Cash distribution to partners                     |                  | --           |                           | --       
|                                                  |                  |              |                           |          
|                                                 
|                                                  |                  |              |                           |          
|                                                 
|Balance at December 31, 1999                      |                  | 220,074      |                           | 161,768  
|                                                  |                  |              |                           |          
|                                                 
|                                                 
|Comprehensive Loss:                               |                 
|                                                 
|                                                 
|Net loss                                          |                  | --           |                           | --       
|                                                 
|                                                 
|Foreign Currency Translation                      |                  | --           |                           | (147     
|                                                  |                  |              |                           |          
|                                                 
|                                                 
|Total Comprehensive Loss                          |                  | --           |                           | (147     
|                                                 
|                                                 
|Contribution of capital by CSX                    |                  | --           |                           | 1,694    
|                                                  |                  |              |                           |          
|                                                 
|                                                  |                  |              |                           |          
|                                                 
|Balance at December 29, 2000                      |                  | 220,074      |                           | 163,315  
|                                                  |                  |              |                           |          
|                                                 
|                                                  |                  |              |                           |          
|                                                 
|Cumulative effect of Accounting Change            |                 
|as of December 30, 2000 (Unaudited)               |                  | --           |                           | (300     
|                                                  |                  |              |                           |          
|                                                  |                  |              |                           |          
|                                                 
|                                                 
|Comprehensive Loss (Unaudited):                   |                 
|                                                 
|                                                 
|Net loss                                          |                  | --           |                           | --       
|                                                 
|                                                 
|Net Loss on Fuel Hedges designated and qualifying |                 
|as cash flow hedging instruments                  |                  | --           |                           | (517     
|                                                 
|                                                 
|Net Loss on Interest Rate Swaps designated        |                 
|and qualifying as cash flow                      
|hedging instruments                               |                  | --           |                           | (408     
|                                                 
|                                                 
|Foreign Currency Translation                      |                  | --           |                           | (65      
|                                                  |                  |              |                           |          
|                                                 
|                                                 
|Total Comprehensive Loss                          |                  | --           |                           | (990     
|                                                  |                  |              |                           |          
|                                                 
|Balance at March 30, 2001                         |                  | $ 220,074    |                           | $ 162,025
|                                                  |                  |              |                           |          

See accompanying Notes to Condensed Consolidated
                   Financial Statements.

## AMERICAN
COMMERCIAL LINES LLC NOTES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       (Unaudited)
                 (Dollars in Thousands)

## NOTE 1. BASIS OF PRESENTATION

In the opinion of management,  the accompanying condensed
consolidated    financial    statements    contain    all
adjustments  necessary  to present  fairly the  companys
financial  position  at March 30, 2001 and  December  29,
2000,  the results of its  operations  and its cash flows
for the  quarters  ended  March  30,  2001 and  March 31,
2000,  such  adjustments  being  of  a  normal  recurring
nature.  Operating  results for the  quarter  ended March
30, 2001 are not  necessarily  indicative  of the results
that may be expected  for the fiscal year ended  December
28, 2001.

While management believes that the disclosures  presented
are adequate to make the information  not misleading,  it
is suggested that these condensed  consolidated financial
statements be read in  conjunction  with the 2000 audited
consolidated  financial  statements and the notes related
thereto  included  in  American  Commercial  Lines  LLCs
(ACLs) Form 10-K.

ACLs  fiscal year ends on the last  Friday in  December.
The   condensed    consolidated    financial   statements
presented  are for the 13 weeks  ended March 30, 2001 and
March 31,  2000,  and the fiscal  year (52  weeks)  ended
December 29, 2000.

## NOTE 2. MATERIAL AND SUPPLIES

Materials and Supplies are carried at the lower of cost
        (average) or market and consist of the following:

|                   | 2001 | 2000    
|------------------ | ---- | --------
|Raw Materials      |      | $  3,687
|Work in Process    |      | 14,479  
|Parts and Supplies |      | 16,092  
|                   |      |         
|                  
|                   |      | $34,258 
|                   |      |         
|                  

## AMERICAN COMMERCIAL LINES LLC
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                                 (Dollars in Thousands)

## NOTE 3.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fuel Price Risk Management.
ACL uses forward fuel purchases to provide short-term  protection against a sharp increase in diesel fuel prices.  These
instruments  generally  cover a portion of the companys  forecasted  diesel fuel needs for tow boat operations over the
next one to twelve months.

ACL accounts for the forward
fuel purchases as cash flow hedges. In accordance with Statement of Financial Accounting Standards No. 133 Accounting For Derivative Instruments and Hedging Activities, such financial
instruments are marked-to-market with the offset to other comprehensive income
and then subsequently recognized as a component of fuel expense when the
underlying fuel being hedged is used. ACL recognized a loss of $136 as a component of fuel expense due to the fuel hedges for the quarter ended March 30, 2001.  The ineffective portion of these future
agreements is determined based on the correlation between Gulf Coast Spot No. 2
Pipeline Fuel prices and ACLs diesel fuel purchase prices, which was not
material for the quarter ended March 30, 2001.

At March 30,  2001,  the ACL had forward fuel  purchase  contracts  outstanding  with an  aggregate  notional  amount of
approximately  $17 million and a fair value of $517  (loss),  which has been  recorded in other
current  liabilities with the offset to other  comprehensive  income. The loss will be recognized in earnings within the
next nine months.

Interest Rate Risk Management.
ACL entered into an
interest rate cap agreement in the third quarter of 2000 to reduce the impact of
potential rate increases on floating rate debt. The interest rate cap has a
notional amount of $202 million as of March 30, 2001 and is effective through
August 11, 2003. The Company accounts for the interest rate cap as a cash flow
hedge whereby the fair value of the interest rate cap is reflected as an asset
or liability in the accompanying condensed consolidated statement of financial position.
The cap rate (hedging instrument) is the same interest rate index as the base
interest rate for the floating rate debt (hedged item). When the interest rate
index exceeds the interest rate cap, a portion of the change in fair value of
the instrument represents a change in intrinsic value which is an effective
hedge. This portion of the change in value will be recorded as other
comprehensive income. The remaining change in fair value represents a change in
time value which is recorded as other expense (income) on the condensed consolidated
statement of operations. For the quarter ended March 30, 2001 the entire change
in fair value is due to time value and as such a loss of $106 is recorded in other expense
(income).

ACL also records changes to
other assets on the accompanying condensed consolidated statement of financial position, with the
offset recorded as comprehensive income (loss), for changes in the fair value of
interest rate swap agreements entered into by Global Material Services LLC
(GMS), an entity in which ACL has a 50% ownership interest accounted
for by the equity method. ACL recognized a comprehensive loss of $408 for these swaps in the quarter ended March 30, 2001.

## AMERICAN
COMMERCIAL LINES LLC NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                 (Dollars in Thousands)

## NOTE 4. BUSINESS SEGMENTS

|                                 | Reportable Segments |           |  
|-------------------------------- | ------------------- | --------- | -
|
|Quarter ended March 30, 2001     |                     |           |  
|Revenues from external customers |                     | $ 146,281 |  
|Intersegment revenues            |                     | --        |  
|Segment (loss) earnings          |                     | (11,657   | )
|                                 |                     |           |  
|Quarter ended March 31, 2000     |                    
|Revenues from external customers |                     | $ 135,202 |  
|Intersegment revenues            |                     | --        |  
|Segment earnings                 |                     | 3,344     |  

The following is a reconciliation of ACLs revenues from
  external customers and segment (loss) earnings to ACLs
                                     consolidated totals.

|                                                  | Quarters Ended |          
|------------------------------------------------- | -------------- | ---------
|
|
|Revenues                                          |                |          
|Revenues from external customers                  |                | $ 173,098
|Intersegment revenues                             |                | 659      
|Elimination of intersegment revenues              |                | (659     
|                                                  |                |          
|Operating revenue                                 |                | $ 173,098
|                                                  |                |          
|Earnings                                          |               
|Total segment (loss) earnings                     |                | $(10,434 
|Unallocated amounts:                              |               
|Interest expense                                  |                | (19,551  
|Other, net                                        |                | 470      
|                                                  |                |          
|                                                  |                |          
|Loss before income taxes and cumulative effect of |               
|accounting change                                 |                | $(29,515 
|                                                  |                |          

(1) Financial data for segments below the reporting
  thresholds are attributable to two operating segments -
                                      a segment operating terminals
            along the U.S. inland waterways and a segment
        providing voice and data communications to marine
                                      companies operating
               on the U.S. inland waterways.  The segment
providing voice and data communications was sold in 2000.

# AMERICAN
COMMERCIAL LINES LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in Thousands)

## NOTE 5. RELATED PARTIES

ACL and Vectura Group LLC have
invested equally in a new company named Vessel Leasing LLC (Vessel
Leasing). ACL has recorded its $847 investment in Vessel Leasing in other
assets at March 30, 2001. ACL also recorded a sale of barges to Vessel Leasing
in the first quarter of 2001 along with $15.2 million in accounts receivable,
net at March 30, 2001.

## NOTE 6.  CONTINGENCIES

A number of legal actions
are pending against ACL in which claims are made in substantial amounts. While
the ultimate results of pending litigation cannot be predicted with certainty,
management does not currently expect that resolution of these matters will have
a material adverse effect on the consolidated results of operations, financial
position and cash flows.

## NOTE 7.  CHANGES IN ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement No. 133, "Accounting for Derivative  Instruments
and Hedging Activities." This Statement establishes  accounting and reporting standards for derivative  instruments,  including
certain derivative  instruments embedded in other contracts,  and for hedging activities.  It requires that an entity recognize
all  derivatives as either assets or liabilities in the statement of financial  position and measure those  instruments at fair
value.

If certain conditions are
met, a derivative may be specifically designated as (a) a hedge of the exposure
to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or (c) a hedge of the foreign currency exposure of
a net investment in a foreign operation, an unrecognized firm commitment, an
available-for-sale security, or a foreign-currency-dominated forecasted
transaction. The accounting for changes in the fair value of a derivative (that
is, gains and losses) depends on the intended use of the derivative and the
resulting designation. ACL adopted
Statement No. 133 at the beginning of the first quarter of 2001 with a $29
non-cash gain to comprehensive income due to purchases of fuel contract futures,
a $329 non-cash charge to comprehensive loss to recognize ACLs share of
Global Material Services comprehensive loss on interest rate swaps and a
$490 non-cash charge to cumulative effect of accounting change for an interest
rate cap.

In December 1999, the staff
of the Securities and Exchange Commission issued Staff Accounting Bulletin No.
101 (SAB 101), Revenue Recognition in Financial Statements. SAB 101
summarizes some of the staffs interpretations of the application of
generally accepted accounting principles to revenue recognition. All registrants
are expected to apply the accounting and disclosure requirements that are
described in SAB 101 no later than the fourth quarter of the fiscal year
beginning after December 15, 1999. ACL is currently in compliance with the
requirements of SAB 101.

In September 2000, the FASB
issued Statement of Financial Accounting Standards No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities (SFAS No. 140). The Statement is effective for
transfers and servicing of financial assets and extinguishments of liabilities
occurring after March 31, 2001. SFAS No. 140 also includes provisions that
require additional disclosures in the financial statements for fiscal years
ending after December 15, 2000. This Statement does not have a significant
effect on its consolidated financial statements.

# AMERICAN COMMERCIAL LINES LLC
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                                 (Dollars in Thousands)

## NOTE 8. GUARANTOR FINANCIAL STATEMENTS

The $735 million of debt
issued by ACL and a revolving credit facility, which provides for revolving
loans and the issuance of letters of credit in an aggregate amount up to $100
million, are guaranteed by ACLs wholly-owned domestic subsidiaries, other
than ACL Capital Corp. (which was formed in connection with the transaction),
any Accounts Receivable Subsidiary (as defined in the Indentures with respect to
such debt) and certain subsidiaries of ACL without substantial assets or
operations (collectively the Guarantor Subsidiaries). Such
guarantees are full, unconditional and joint and several. Separate financial
statements of the Guarantor Subsidiaries are not presented because management
has determined that they would not be material to investors. The following
supplemental financial information sets forth on a combined basis, combining
statements of financial position, statements of earnings and statements of cash
flows for the Guarantor Subsidiaries, non-guarantor subsidiaries and for ACL as
of March 30, 2001 and December 29, 2000 and for the quarters ended March 30,
2001 and March 31, 2000.

## AMERICAN

COMMERCIAL LINES LLC NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


Condensed Combining Statement of Operations for the Quarter Ended March 30, 2001

(Dollars in Thousands)

|                                                                    | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|------------------------------------------------------------------- | --------------------- | ----------------- | ------------ | --------------
|OPERATING REVENUE                                                   |                       | $ 167,126         |              | $ 5,972       
|                                                                    |                       |                   |              |               
|OPERATING EXPENSE                                                   |                      
|Materials, Supplies and   Other                                     |                       | 79,830            |              | 4,752         
|Rent                                                                |                       | 13,898            |              | 360           
|Labor and Fringe Benefits                                           |                       | 39,359            |              | 826           
|Fuel                                                                |                       | 23,832            |              | (71           
|Depreciation and   Amortization                                     |                       | 12,919            |              | 1,271         
|Taxes, Other Than Income   Taxes                                    |                       | 6,553             |              | 3             
|                                                                    |                       |                   |              |               
|                                                                    |                       | 176,391           |              | 7,141         
|                                                                    |                       |                   |              |               
|OPERATING LOSS                                                      |                       | (9,265            | )            | (1,169        
|                                                                    |                       |                   |              |               
|OTHER EXPENSE(INCOME)                                               |                      
|Interest Expense                                                    |                       | 19,551            |              | --            
|Interest Expense, Affiliate -   Net                                 |                       | --                |              | 1,554         
|Other, Net                                                          |                       | (1,364            | )            | (660          
|                                                                    |                       |                   |              |               
|                                                                    |                       | 18,187            |              | 894           
|                                                                    |                       |                   |              |               
|LOSS BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE |                       | (27,452           | )            | (2,063        
|                                                                    |                       |                   |              |               
|INCOME TAXES                                                        |                       | 26                |              | 77            
|                                                                    |                       |                   |              |               
|LOSS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE                  |                       | (27,478           | )            | (2,140        
|                                                                    |                       |                   |              |               
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE                              |                       | (490              | )            | --            
|                                                                    |                       |                   |              |               
|NET LOSS                                                            |                       | $(27,968          | )            | $(2,140       
|                                                                    |                       |                   |              |               

## AMERICAN COMMERCIAL LINES LLCNOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)Condensed Combining Statement of Operations for the Quarter Ended March 31, 2000
(Dollars in Thousands)

|                                  | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|--------------------------------- | --------------------- | ----------------- | ------------ | --------------
|OPERATING REVENUE                 |                       | $ 164,549         |              | $ 2,928       
|                                  |                       |                   |              |               
|OPERATING EXPENSE                 |                      
|Materials, Supplies and Other     |                       | 66,371            |              | 3,984         
|Rent                              |                       | 9,441             |              | 397           
|Labor and Fringe Benefits         |                       | 39,624            |              | 1,613         
|Fuel                              |                       | 18,143            |              | 467           
|Depreciation and Amortization     |                       | 11,340            |              | 1,823         
|Taxes, Other Than Income Taxes    |                       | 6,139             |              | 164           
|                                  |                       |                   |              |               
|                                  |                       | 151,058           |              | 8,448         
|                                  |                       |                   |              |               
|OPERATING INCOME (LOSS)           |                       | 13,491            |              | (5,520        
|                                  |                       |                   |              |               
|OTHER EXPENSE (INCOME)            |                      
|Interest Expense                  |                       | 17,296            |              | --            
|Interest Expense, Affiliate - Net |                       | --                |              | 1,516         
|Other, Net                        |                       | (1,580            | )            | (1,293        
|                                  |                       |                   |              |               
|                                  |                       | 15,716            |              | 223           
|                                  |                       |                   |              |               
|LOSS BEFORE INCOME TAXES          |                       | (2,225            | )            | (5,743        
|                                  |                       |                   |              |               
|INCOME TAXES                      |                       | 19                |              | 110           
|                                  |                       |                   |              |               
|NET LOSS                          |                       | $  (2,244         | )            | $(5,853       
|                                  |                       |                   |              |               

## AMERICAN
COMMERCIAL LINES LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)Condensed
Combining Statement of Cash Flows for the Quarter Ended March 30, 2001(Dollars
in Thousands)

|                                                     | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|---------------------------------------------------- | --------------------- | ----------------- | ------------ | --------------
|OPERATING ACTIVITIES                                 |                       |                   |              |               
|Net Loss                                             |                       | $(27,968          | )            | $(2,140       
|Adjustments to Reconcile Net Loss to Net Cash        |                      
|(Used in)Provided by Operating Activities:           |                      
|Depreciation and Amortization                        |                       | 13,674            |              | 1,271         
|Other Operating Activities                           |                       | (325              | )            | (763          
|Changes in Operating Assets and Liabilities:         |                      
|Accounts Receivable                                  |                       | (10,522           | )            | 573           
|Materials and Supplies                               |                       | (4,363            | )            | (122          
|Accrued Interest                                     |                       | (5,645            | )            | --            
|Other Current Assets                                 |                       | (9,468            | )            | 2,835         
|Other Current Liabilities                            |                       | 21,524            |              | 1,327         
|                                                     |                       |                   |              |               
|Net Cash (Used in) Provided by Operating Activities  |                       | (23,093           | )            | 2,981         
|                                                     |                       |                   |              |               
|INVESTING ACTIVITIES                                 |                      
|Property Additions                                   |                       | (3,665            | )            | (1,326        
|Proceeds from Property Dispositions                  |                       | 396               |              | --            
|Other Investing Activities                           |                       | (132              | )            | 157           
|                                                     |                       |                   |              |               
|Net Cash Used In Investing Activities                |                       | (3,401            | )            | (1,169        
|                                                     |                       |                   |              |               
|FINANCING ACTIVITIES                                 |                      
|Short-Term Borrowing                                 |                       | 8,216             |              | --            
|Long-Term Debt Repaid                                |                       | (4,391            | )            | --            
|Cash Dividends Paid                                  |                       | --                |              | (1,000        
|Outstanding Checks Net of Deposits                   |                       | (9,774            | )            | --            
|Debt Costs                                           |                       | (3,262            | )            | --            
|Other Financing Activities                           |                       | (210              | )            | --            
|                                                     |                       |                   |              |               
|Net Cash Used in Financing Activities                |                       | (9,421            | )            | (1,000        
|                                                     |                       |                   |              |               
|Net Increase (Decrease) in Cash and Cash Equivalents |                       | (35,915           | )            | 812           
|Cash and Cash Equivalents at Beginning of Period     |                       | 57,289            |              | 2,279         
|                                                     |                       |                   |              |               
|Cash and Cash Equivalents at End of Period           |                       | $ 21,374          |              | $ 3,091       
|                                                     |                       |                   |              |               

## AMERICAN
COMMERCIAL LINES LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)Condensed
Combining Statement of
Cash Flows for the Quarter Ended March 31, 2000(Dollars
in Thousands)

|                                                     | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|---------------------------------------------------- | --------------------- | ----------------- | ------------ | --------------
|OPERATING ACTIVITIES                                 |                       |                   |              |               
|Net Loss                                             |                       | $(2,244           | )            | $(5,853       
|Adjustments to Reconcile Net Loss to Net Cash        |                      
|(Used in) Provided by Operating Activities:          |                      
|Depreciation and Amortization                        |                       | 12,044            |              | 1,823         
|Other Operating Activities                           |                       | (1,150            | )            | (1,589        
|Changes in Operating Assets and Liabilities          |                      
|Accounts Receivable                                  |                       | (2,728            | )            | 1,925         
|Materials and Supplies                               |                       | (2,934            | )            | (63           
|Accrued Interest                                     |                       | 7,876             |              | --            
|Other Current Assets                                 |                       | (839              | )            | 2,789         
|Other Current Liabilities                            |                       | (19,190           | )            | 1,952         
|                                                     |                       |                   |              |               
|Net Cash (Used in) Provided by Operating Activities  |                       | (9,165            | )            | 984           
|                                                     |                       |                   |              |               
|INVESTING ACTIVITIES                                 |                      
|Property Additions                                   |                       | (7,602            | )            | (519          
|Proceeds from Property Dispositions                  |                       | 477               |              | --            
|Other Investing Activities                           |                       | (567              | )            | 258           
|                                                     |                       |                   |              |               
|Net Cash Used in Investing Activities                |                       | (7,692            | )            | (261          
|                                                     |                       |                   |              |               
|FINANCING ACTIVITIES                                 |                      
|Long-Term Debt Repaid                                |                       | (8,111            | )            | (155          
|Outstanding Checks Net of Deposits                   |                       | 4,208             |              | --            
|Other Financing Activities                           |                       | --                |              | (47           
|                                                     |                       |                   |              |               
|Net Cash Used in Financing Activities                |                       | (3,903            | )            | (202          
|                                                     |                       |                   |              |               
|Net (Decrease) Increase in Cash and Cash Equivalents |                       | (20,760           | )            | 521           
|Cash and Cash Equivalents at Beginning of Period     |                       | 29,238            |              | 1,603         
|                                                     |                       |                   |              |               
|Cash and Cash Equivalents at End of Period           |                       | $   8,478         |              | $ 2,124       
|                                                     |                       |                   |              |               

## AMERICAN COMMERCIAL LINES LLC NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)Condensed Combining Statement of Financial Position at March 30, 2001
(Dollars in Thousands)

|                                       | Guarantor Subsidiaries | Other Subsidiaries | Eliminations | Combined Totals
|-------------------------------------- | ---------------------- | ------------------ | ------------ | ---------------
|                                       |                        |                    |              |                
|ASSETS                                 |                        |                    |              |                
|CURRENT ASSETS                         |                       
|Cash and Cash Equivalents              |                        | $   21,374         |              | $     3,091    
|Accounts Receivable - Net              |                        | 42,873             |              | 9,904          
|Materials and Supplies                 |                        | 33,246             |              | 1,012          
|Restricted Investments                 |                        | --                 |              | --             
|Other Current Assets                   |                        | 34,293             |              | (3,999         
|                                       |                        |                    |              |                
|Total Current Assets                   |                        | 131,786            |              | 10,008         
|                                       |                        |                    |              |                
|PROPERTIES - NET                       |                        | 461,238            |              | 39,785         
|NET PENSION ASSET                      |                        | 24,903             |              | --             
|OTHER ASSETS                           |                        | 141,521            |              | 50,831         
|                                       |                        |                    |              |                
|Total Assets                           |                        | $ 759,448          |              | $ 100,624      
|                                       |                        |                    |              |                
|                                       |                        |                    |              |                
|LIABILITIES                            |                       
|CURRENT LIABILITIES                    |                       
|Accounts Payable                       |                        | $   46,158         |              | $     1,314    
|Accrued Payroll and Fringe Benefits    |                        | 13,944             |              | --             
|Deferred Revenue                       |                        | 15,694             |              | --             
|Accrued Claims and Insurance Premiums  |                        | 24,640             |              | --             
|Accrued Interest                       |                        | 12,601             |              | --             
|Short-Term Debt                        |                        | 75,000             |              | --             
|Current Portion of Long-Term Debt      |                        | 40,628             |              | --             
|Other Current Liabilities              |                        | 38,735             |              | 7,288          
|                                       |                        |                    |              |                
|Total Current Liabilities              |                        | 267,400            |              | 8,602          
|                                       |                        |                    |              |                
|LONG-TERM NOTE PAYABLE TO AFFILIATE    |                        | --                 |              | 86,700         
|                                       |                        |                    |              |                
|LONG-TERM DEBT                         |                        | 613,403            |              | --             
|PENSION LIABILITY                      |                        | 20,648             |              | --             
|OTHER LONG-TERM LIABILITIES            |                        | 29,054             |              | 227            
|                                       |                        |                    |              |                
|Total Liabilities                      |                        | 930,505            |              | 95,529         
|                                       |                        |                    |              |                
|                                       |                        |                    |              |                
|MEMBERS DEFICIT                       |                       
|Members Interest                      |                        | 220,074            |              | --             
|Other Capital                          |                        | 162,025            |              | 46,637         
|Retained Deficit                       |                        | (553,156           | )            | (41,542        
|                                       |                        |                    |              |                
|Total Members Deficit                 |                        | (171,057           | )            | 5,095          
|                                       |                        |                    |              |                
|Total Liabilities and Members Deficit |                        | $ 759,448          |              | $ 100,624      
|                                       |                        |                    |              |                

## AMERICAN COMMERCIAL LINES LLC NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)Condensed Combining Statement of Financial Position at December 29, 2000
(Dollars in Thousands)

|                                       | Guarantor Subsidiaries | Other Subsidiaries | Eliminations | Combined Totals
|-------------------------------------- | ---------------------- | ------------------ | ------------ | ---------------
|                                       |                        |                    |              |                
|ASSETS                                 |                        |                    |              |                
|                                       |                        |                    |              |                
|CURRENT ASSETS                         |                       
|Cash and Cash Equivalents              |                        | $   57,288         |              | $     2,280    
|Accounts Receivable - Net              |                        | 32,608             |              | 10,220         
|Materials and Supplies                 |                        | 28,883             |              | 890            
|Other Current Assets                   |                        | 24,823             |              | (1,163         
|                                       |                        |                    |              |                
|Total Current Assets                   |                        | 143,602            |              | 12,227         
|                                       |                        |                    |              |                
|PROPERTIES - NET                       |                        | 469,714            |              | 39,729         
|NET PENSION ASSET                      |                        | 24,512             |              | --             
|OTHER ASSETS                           |                        | 141,534            |              | 51,128         
|                                       |                        |                    |              |                
|Total Assets                           |                        | $ 779,362          |              | $ 103,084      
|                                       |                        |                    |              |                
|                                       |                        |                    |              |                
|LIABILITIES                            |                       
|                                       |                        |                    |              |                
|CURRENT LIABILITIES                    |                       
|Accounts Payable                       |                        | $   28,536         |              | $     1,194    
|Accrued Payroll and Fringe Benefits    |                        | 14,003             |              | --             
|Deferred Revenue                       |                        | 12,011             |              | --             
|Accrued Claims and Insurance Premiums  |                        | 21,047             |              | --             
|Accrued Interest                       |                        | 18,246             |              | --             
|Short-Term Debt                        |                        | 66,750             |              | --             
|Current Portion of Long-Term Debt      |                        | 44,579             |              | --             
|Other Current Liabilities              |                        | 50,918             |              | 5,899          
|                                       |                        |                    |              |                
|Total Current Liabilities              |                        | 256,090            |              | 7,093          
|                                       |                        |                    |              |                
|LONG-TERM NOTE PAYABLE TO AFFILIATE    |                        | --                 |              | 86,700         
|LONG-TERM DEBT                         |                        | 613,476            |              | --             
|PENSION LIABILITY                      |                        | 21,389             |              | --             
|OTHER LONG-TERM LIABILITIES            |                        | 28,066             |              | 1,083          
|                                       |                        |                    |              |                
|Total Liabilities                      |                        | $ 919,021          |              | $   94,876     
|                                       |                        |                    |              |                
|                                       |                        |                    |              |                
|MEMBERS DEFICIT                       |                       
|                                       |                        |                    |              |                
|Members Interest                      |                        | 220,074            |              | --             
|Other Capital                          |                        | 163,315            |              | 46,820         
|Retained Deficit                       |                        | (523,048           | )            | (38,612        
|                                       |                        |                    |              |                
|Total Members Deficit                 |                        | (139,659           | )            | 8,208          
|                                       |                        |                    |              |                
|Total Liabilities and Members Deficit |                        | $ 779,362          |              | $ 103,084      
|                                       |                        |                    |              |                

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

## OVERVIEW

American Commercial Lines
LLC (ACL) is an integrated marine transportation and service
company, providing barge transportation on the inland waterways of North and
South America. ACL supports its barging operations by providing towboat and
barge construction, terminal and vessel repair services to American Commercial
Barge Line LLC (ACBL) and third parties. ACBL is the leading
provider of river barge transportation throughout the Inland Waterways.

On October 24, 2000 ACL
entered into an agreement with Ultrapetrol Bahamas Limited
(Ultrapetrol) to combine the inland river barge transportation
divisions of the two companies operating on the Parana/Paraguay River system in
South America. ACLs 80% majority owned subsidiary, ACBL Hidrovias Limited,
has a 50% ownership interest in the newly formed, joint venture company, UABL
Limited (UABL). UABL operates 20 towboats and a combined fleet of
332 dry cargo and tank barges. UABL serves commodity shippers in Argentina,
Bolivia, Brazil, Paraguay and Uruguay.

On September 6, 2000 ACL
sold its 100% membership interest in Waterway Communications System LLC
(Watercom) to Mobex Network Services Company (Mobex).
The sale of Watercom will not significantly affect ACLs expected future
operating income or cash flow from operating activities.

On May 26, 2000 ACL entered
into an agreement to purchase or lease substantially all of the long-term assets
of Peavey Barge Line and other inland marine transport divisions of Conagra,
Inc. (Peavey). This added more than 900 covered hopper barges to
ACLs existing fleet of inland marine barges.

## RESULTS OF
OPERATIONS

## Quarter Ended
March 30, 2001 Compared with Quarter Ended March 31, 2000

Operating Revenue. Operating
revenue for the quarter ended March 30, 2001 increased 3% to $173.1 million from
$167.5 million for the quarter ended March 31, 2000. The revenue increase was
primarily due to the addition of Peavey barges, favorable fuel price adjustments
on certain long term, domestic barging contracts and improved international
revenue, partially offset by lower domestic coal contract rates, reduced loads
per barge due to weather delays, and lower volume at Jeffboat LLC
(Jeffboat), ACLs marine construction subsidiary.

Domestic barging revenue
increased $8.0 million to $140.3 million due to the addition of revenue from the
Peavey barges, increased freight rates from contract fuel adjustments and
improved market rates for bulk, steel and liquid commodities. The increased
domestic revenue was partially offset by a reduction in the contract rate for
one of ACLs electric utility customers and reduced loads per barge caused
by barges in repair status due to ice damage, heavy fog delays along the coast
of the Gulf of Mexico and the temporary closure of the main chamber of a high
volume lock on the Mississippi River near St. Louis, Missouri.

International revenues
increased $3.1 million to $6.0 due to payments for minimum contracted tonnage in
Venezuela, the continuance of a new terminal operation in Venezuela which began
in the fourth quarter of 2000 and charter revenue from UABL in Argentina. The
increased international revenue was partially offset by the loss of freight
revenue recognition in Argentina due to ACLs share of net earnings from
UABL being reported in other income as opposed to the consolidating of revenue
from the Argentine operation in the previous year first quarter. Revenue at
Jeffboat decreased $3.4 million to $23.4 million primarily due to lower total
volume of hopper barge sales and an increase in the number of hoppers completed
for ACLs leasing program on which the profit portion of revenue is
deferred. Tanker barge construction volume at Jeffboat remained steady for the
first quarter of 2001 as compared to the first quarter of 2000.

Operating Expense.
Operating expense for the quarter ended March 30, 2001 increased 15% to $183.5
million from $159.5 million in the first quarter of 2000. Domestic barging
expense increased $27.3 million to $150.7 million due to additional expenses
from operating the Peavey barges, increased fuel prices, increased repairs and
other service expenses resulting from ice related damage and increased boat
costs attributable to smaller tow sizes as a result of high water. Fuel price
before the effect of user tax and hedging was 88 cents per gallon in the first
quarter of 2001 on a volume of 25.6 million gallons compared to 75 cents per
gallon in the first quarter of 2000. ACL hedges fuel to be consumed for barge
freight commitments that are pre-priced and not protected by barge freight
contract rate adjustments. Contract adjustments along with the hedging program
protect roughly 80% of ACLs fuel consumption. International barging
expenses decreased $1.2 million to $7.2 million primarily due to ACLs
share of UABLs net earnings in the first quarter of 2001 being reported in
other income compared to consolidating expense from the Argentine operation in
the previous year first quarter. The expense reduction was partially offset by
increased cost in Venezuela due to the terminal operation and to management fees
associated with the increase in revenue. Jeffboats expenses decreased $1.3
million to $22.5 million due to the lower volume of hopper barges.

Operating (Loss)
Income. Operating income for the quarter ended March 30, 2001 decreased
$18.4 million to a loss of $10.4 million compared to income of $8.0 million for
the first quarter 2000, due to the reasons discussed above.

Interest Expense.
Interest expense for the first quarter of 2001 increased to $19.6 million from
$17.3 million for the same period in 2000. The increase is due to a higher
outstanding debt balance on the revolving credit facility and higher interest
rates on the senior credit facility, partially offset by a reduced balance on
the term loans.

Loss Before Income Taxes
and Cumulative Effect of Accounting Change. The loss before income taxes and
cumulative effect of accounting change, was $29.5 for the first quarter 2001
compared to loss of $8.0 million for the same period in 2000 due to the reasons
discussed above.

Income Taxes.  Income taxes for the quarter were $0.1 million  compared to $0.1 million in the first  quarter of last year.  ACL passes
its U.S. federal and state taxable income to its Parent, whose equity holders are responsible for those income taxes.

Loss Before Cumulative
Effect of Accounting Change. The loss before cumulative effect of
accounting change, was $29.6 million for the first quarter 2001 compared to loss
of $8.1 million for the same period in 2000 due to the reasons discussed above.

Cumulative Effect of
Accounting Change.The cumulative effect of accounting change was a loss of
$0.5 million for the first quarter of 2001 compared to no cumulative effect in
the first quarter of 2000, due to recognition of a loss on the fair value of an
interest rate cap as a result of ACLs adoption of SFAS No. 133
as of December 30, 2000.

Net Loss.Net loss
for the quarterwas $30.1 million compared to loss of $8.1 million in the
same period last year due to the reasons discussed above.

## Outlook

ACLs domestic barging
revenue should continue to be ahead of the previous year due to the addition
of the Peavey assets, higher contract rates from fuel price adjustments and
improved markets for bulk, steel and liquid commodities.

The average price of fuel
consumed by ACBL vessels is expected to remain consistent with current market
prices resulting in a price per gallon in the second quarter of 2001 of
approximately 5 cents higher than the price in the second quarter of 2000. With the
addition of boats required to move the Peavey barges, ACBL vessels will consume
approximately 120 million gallons annually and generally ratably throughout the
year. ACBL has barge freight contract price adjustment clauses and a
fuel hedging program which provide protection for approximately 80% of gallons
consumed. Contract adjustments are deferred one quarter.

Due to unusually heavy rain
in the U.S. upper Midwest during the melting of an above normal snow pack,
portions of the Mississippi River from St. Louis, Missouri to St. Paul, Minnesota have been closed
during the second quarter of 2001. The closure will adversely affect ACLs
domestic barging revenue in the quarter.

## Liquidity and
Capital Resources

As of March 30, 2001, ACL had
outstanding indebtedness of $729.0 million, including $353.3 million drawn under
two Term Loans, $75.0 million drawn under the revolving credit facility, $300.0
million aggregate principal amount of Senior Notes and other notes outstanding
of $0.7 million. In addition, ACL had $2.7 million in outstanding capital lease
obligations and had securitized $51.9 million of the trade receivables of two
subsidiaries as of the end of the quarter.

The Senior Credit
Facilities and the Indenture contain a number of covenants with specified
financial ratios and tests including, with respect to the Senior Credit
Facilities, maximum leverage ratios, rent adjusted maximum leverage ratios and
interest coverage ratios which could lead to an event of default, which could
result in acceleration of the debt, higher interest rates or other adverse
consequences. The Indenture also contains certain cross default provisions.
Compliance with financial ratios is measured at the end of each quarter.
ACLs ability to meet the financial ratios is affected by adverse weather
conditions, seasonality and other risk factors inherent in its business. ACL is
considering refinancing alternatives to the Senior Credit Facilities and also
may from time to time directly or indirectly repurchase its Senior Notes at varying prices in the open market or in privately negotiated transactions with the cost of such repurchases financed from available cash reserves.  The amount and timing of any
such repurchases will be based on an ongoing assessment of ACLs capital structure, liquidity and prevailing market prices of ACLs Senior Notes.  ACL may also accept payment in the form of its Senior Notes as partial
consideration for the sale of assets or in satisfaction of other obligations owed to ACL.

ACLs cash balance was
$24.5 million as of March 30, 2001. Cash used by operating activities totaled
$20.1 million for the first quarter of 2001 compared to cash used by operating
activities of $8.2 million for the first quarter of 2000. The increase in cash
used was primarily due to lower operating earnings, an increase in accounts
receivable related to Jeffboat sales and an additional interest payment on the
Senior Notes in the first quarter of 2001 due to the beginning date of
ACLs fiscal year. These were partially offset by a difference in the
timing of cash disbursements related to trade payables.

Capital expenditures are
expected to be $33 million for 2001, with most expenditures being for marine
equipment maintenance. As of March 30, 2001, a total of $5.4 million had been
spent, including $1.1 million for the start of a six barge operation in the
Dominican Republic. ACL will continue to lease new construction equipment from
third parties.

Management believes that
cash generated from operations is sufficient to fund its cash requirements,
including capital expenditures for fleet maintenance, working capital, interest
payments and scheduled principal payments. ACL may from time to time, borrow
under the Revolving Credit Facility.

## Changes in
Accounting Standards

In June 1998, the Financial
Accounting Standards Board (FASB) issued Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities. This Statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
It requires that an entity recognizes all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. If certain conditions are met, a derivative may be specifically
designated as (a) a hedge of the exposure to changes in the fair value of a
recognized asset or liability or an unrecognized firm commitment, (b) a hedge of
the exposure to variable cash flows of a forecasted transaction, or (c) a hedge
of the foreign currency exposure of a net investment in a foreign operation, an
unrecognized firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction. The accounting for changes
in the fair value of a derivative (that is, gains and losses) depends on the
intended use of the derivative and resulting designation. ACL adopted FASB Statement
No. 133 at the beginning of the first quarter of 2001 with approximately a $0.03 million non-cash gain to
comprehensive income due to purchases of fuel contract futures, a $0.3 million non-cash
charge to comprehensive loss to recognize ACLs share of Global Material
Services comprehensive loss on interest rate swaps and a $0.5 million non-cash
charge to Cumulative Effect of Accounting Change for an interest rate cap.

In December 1999, the staff
of the Securities and Exchange Commission issued Staff Accounting Bulletin No.
101 (SAB 101), Revenue Recognition in Financial Statements. SAB 101
summarizes some of the staffs interpretations of the application of
generally accepted accounting principles to revenue recognition. All registrants
are expected to apply the accounting and disclosure requirements that are
described in SAB 101 no later than the fourth quarter of the fiscal year
beginning after December 15, 1999. ACL is currently in compliance with the
requirements of SAB 101.

In September 2000, the FASB
issued Statement of Financial Accounting Standards No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities (SFAS No. 140). The Statement is effective for
transfers and servicing of financial assets and extinguishments of liabilities
occurring after March 31, 2001. SFAS No. 140 also includes provisions that
require additional disclosures in the financial statements for fiscal years
ending after December 15, 2000. This Statement does not have a significant
effect on ACLs consolidated financial statements.

## Forward
Looking Statements

This Quarterly Report
contains certain forward-looking statements about ACLs financial position
and results of operations. These statements include words such as
believe, expect, anticipate,
intend, estimate or other similar words. Any statements
that express or involve discussions as to expectations, beliefs or plans are not
historical facts and involve known and unknown risks, uncertainties and other
factors that may cause the actual results to materially differ from those
considered by the forward-looking statements. Such factors include:

o        substantial leverage and ability to service debt;

o        changing market, labor, legal and regulatory conditions and trends in the barge and inland shipping industries;

o general economic and
business conditions, including a prolonged or substantial recession in the
United States or certain international commodity markets such as the market for
grain exports;

o        annual worldwide weather conditions, particularly those affecting North and South America.

As a result of these and
other factors discussed in and incorporated by reference from Risk
Factors, Exhibit 99.1 to ACLs 2000 Annual Report on Form 10-K for
the year ended December 29, 2000, no assurances can be given as to future
results, levels of activity and achievements. Any forward-looking statements
speak only as of the date the statement was made. ACL undertakes no obligation
to update or revise any forward-looking statements.

## ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material
changes to ACLs exposure to market risks discussed in Item 7A of
ACLs 2000 Annual report on Form 10-K for the year ended December 29, 2000.

# PART II

# OTHER
INFORMATION

## ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits.  There are no exhibits filed with this report.

Reports on Form 8-K.  There were no reports on Form 8-K filed in the first quarter of 2001.

# SIGNATURE

Pursuant to the
requirements of the Securities Exchange Act of 1934, American Commercial Lines
LLC has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:  May _____, 2001

AMERICAN COMMERCIAL LINES LLC
(Registrant)

By:         /s/ James J. WolffName:         James J. Wolff
Title:            Senior Vice President and
                Chief Financial Officer
                (Principal Accounting Officer)