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 SEPTEMBER 28, 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 September 28, 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 September 28, 2001 and September 29, 2000            |            
|                                                                    |            
|2. Condensed Consolidated Statement of Cash Flows for the           |            
|Quarters Ended September 28, 2001 and September 29, 2000            |            
|                                                                    |            
|3. Condensed Consolidated Statement of Financial Position           |            
|At September 28, 2001 and December 29, 2000                         |            
|                                                                    |            
|4. Condensed Consolidated Statement of Members Deficit             |            
|At September 28, 2001                                               |            
|                                                                    |            
|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 | Nine Months Ended |   |            
|------------------------------------ | -------------- | ----------------- | - | -----------
|
|
|OPERATING REVENUE                    |                | $ 207,341         |   | $ 205,738  
|OPERATING EXPENSE                    |               
|Materials, Supplies and Other        |                | 87,667            |   | 88,142     
|Rent                                 |                | 14,249            |   | 14,254     
|Labor and Fringe Benefits            |                | 41,807            |   | 40,895     
|Fuel                                 |                | 23,915            |   | 22,793     
|Depreciation and Amortization        |                | 14,107            |   | 14,561     
|Gain on Property Dispositions        |                | (5,032            | ) | (56        
|Taxes, Other Than Income Taxes       |                | 6,464             |   | 6,932      
|                                     |                |                   |   |            
|                                     |                | 183,177           |   | 187,521    
|                                     |                |                   |   |            
|OPERATING INCOME                     |                | 24,164            |   | 18,217     
|OTHER EXPENSE (INCOME)               |               
|Interest Expense                     |                | 16,959            |   | 17,969     
|Other, Net                           |                | 1,426             |   | (160       
|Gain on Sale of Watercom             |                | --                |   | (11,418    
|                                     |                |                   |   |            
|                                     |                | 18,385            |   | 6,391      
|                                     |                |                   |   |            
|EARNINGS (LOSS) BEFORE INCOME TAXES, |               
|EXTRAORDINARY ITEMS AND CUMULA-      |               
|TIVE EFFECT OF ACCOUNTING CHANGE     |                | 5,779             |   | 11,826     
|INCOME TAXES                         |                | 89                |   | 3,394      
|                                     |                |                   |   |            
|EARNINGS (LOSS) BEFORE EXTRA-        |               
|ORDINARY ITEMS AND CUMULATIVE        |               
|EFFECT OF ACCOUNTING CHANGE          |                | 5,690             |   | 8,432      
|EXTRAORDINARY ITEMS - GAIN/(LOSS) ON |               
|EARLY EXTINGUISHMENT OF DEBT         |                | --                |   | --         
|CUMULATIVE EFFECT OF ACCOUNTING      |               
|CHANGE                               |                | --                |   | --         
|                                     |                |                   |   |            
|NET EARNINGS (LOSS)                  |                | $     5,690       |   | $     8,432
|                                     |                |                   |   |            

See accompanying Notes to Condensed Consolidated Financial Statements.

## AMERICAN COMMERCIAL LINES LLC CONDENSED CONSOLIDATED STATEMENT
OF CASH FLOWS

(Dollars in Thousands)

|                                                    | Nine Months Ended |         
|--------------------------------------------------- | ----------------- | --------
|
|
|OPERATING ACTIVITIES                                |                   |         
|Net Loss                                            |                   | $(22,391
|Adjustments to Reconcile Net Loss to Net Cash       |                  
|Provided by (Used in) Operating Activities:         |                  
|Depreciation and Amortization                       |                   | 45,757  
|Gain on Property Dispositions                       |                   | (16,106 
|Gain on Sale of Watercom                            |                   | --      
|Other Operating Activities                          |                   | (4,409  
|Changes in Operating Assets and Liabilities:        |                  
|Accounts Receivable                                 |                   | (13,291 
|Materials and Supplies                              |                   | (3,840  
|Accrued Interest                                    |                   | (7,471  
|Other Current Assets                                |                   | (4,214  
|Other Current Liabilities                           |                   | 22,845  
|                                                    |                   |         
|Net Cash (Used in) Provided by Operating Activities |                   | (3,120  
|                                                    |                   |         
|INVESTING ACTIVITIES                                |                  
|Property Additions                                  |                   | (13,025 
|Purchase of Barging Assets                          |                   | --      
|Proceeds from Property Dispositions                 |                   | 22,911  
|Proceeds from Sale of Terminals                     |                   | 8,241   
|Proceeds from Sale of Restricted Investment         |                   | --      
|Other Investing Activities                          |                   | (5,750  
|                                                    |                   |         
|Net Cash Provided by (Used in) Investing Activities |                   | 12,377  
|                                                    |                   |         
|FINANCING ACTIVITIES                                |                  
|Short-Term Borrowings                               |                   | 8,250   
|Long Term Debt Repaid                               |                   | (40,709 
|Outstanding Checks Net of Deposits                  |                   | (6,672  
|Debt Costs                                          |                   | (3,462  
|Other Financing                                     |                   | 102     
|                                                    |                   |         
|Net Cash Used in Financing Activities               |                   | (42,491 
|                                                    |                   |         
|Net Decrease in Cash and Cash Equivalents           |                   | (33,234 
|Cash and Cash Equivalents at Beginning of Period    |                   | 59,568  
|                                                    |                   |         
|Cash and Cash Equivalents at End of Period          |                   | $ 26,334
|                                                    |                   |         

See accompanying Notes to Condensed Consolidated Financial Statements.

## AMERICAN COMMERCIAL LINES LLC

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Dollars in Thousands)

|                                       | September 28,2001 | December 29,2000
|-------------------------------------- | ----------------- | ----------------
|
|                                       |                   |                 
|ASSETS                                 |                   |                 
|                                       |                   |                 
|CURRENT ASSETS                         |                  
|Cash and Cash Equivalents              |                   | $   26,334      
|Accounts Receivable, Net               |                   | 56,421          
|Materials and Supplies                 |                   | 33,241          
|Other Current Assets                   |                   | 27,875          
|                                       |                   |                 
|Total Current Assets                   |                   | 143,871         
|                                       |                   |                 
|PROPERTIES-Net                         |                   | 465,914         
|NET PENSION ASSET                      |                   | 25,682          
|OTHER ASSETS                           |                   | 102,528         
|                                       |                   |                 
|Total Assets                           |                   | $ 737,995       
|                                       |                   |                 
|                                       |                   |                 
|LIABILITIES                            |                  
|                                       |                   |                 
|                                       |                   |                 
|CURRENT LIABILITIES                    |                  
|Accounts Payable                       |                   | $   43,890      
|Accrued Payroll and Fringe Benefits    |                   | 14,500          
|Deferred Revenue                       |                   | 18,325          
|Accrued Claims and Insurance Premiums  |                   | 23,284          
|Accrued Interest                       |                   | 10,775          
|Short-Term Debt                        |                   | 75,000          
|Current Portion of Long-Term Debt      |                   | 7,418           
|Other Current Liabilities              |                   | 50,225          
|                                       |                   |                 
|Total Current Liabilities              |                   | 243,417         
|                                       |                   |                 
|LONG-TERM DEBT                         |                   | 608,329         
|PENSION LIABILITY                      |                   | 19,142          
|OTHER LONG-TERM LIABILITIES            |                   | 31,972          
|                                       |                   |                 
|Total Liabilities                      |                   | 902,860         
|                                       |                   |                 
|                                       |                   |                 
|MEMBER'S DEFICIT                       |                  
|                                       |                   |                 
|Member's Interest                      |                   | 220,074         
|Other Capital                          |                   | 161,489         
|Retained Deficit                       |                   | (546,428        
|                                       |                   |                 
|Total Member's Deficit                 |                   | (164,865        
|                                       |                   |                 
|Total Liabilities and Member's Deficit |                   | $ 737,995       
|                                       |                   |                 

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                  |                  | --           |                           | (892     
|Net loss on interest rate swaps designated and    |                 
|qualifying as cash flow hedging instruments       |                  | --           |                           | (941     
|Foreign currency translation                      |                  | --           |                           | (5       
|                                                  |                  |              |                           |          
|Total Comprehensive Loss                          |                  | --           |                           | (1,838   
|                                                  |                  |              |                           |          
|Contribution of capital by CSX                    |                  | --           |                           | 312      
|Consolidation of ACL Funding Corp.                |                  | --           |                           | --       
|                                                  |                  |              |                           |          
|Balance at September 28, 2001                     |                  | $220,074     |                           | $ 161,489
|                                                  |                  |              |                           |          

See accompanying Notes to Condensed Consolidated Financial Statements.

## AMERICAN COMMERCIAL LINES LLC
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 September 28, 2001 and December
29, 2000, the results of its operations and its cash flows for the quarters and nine months ended September
28, 2001 and September 29, 2000, such adjustments being of a normal recurring nature.  Operating results for
the quarter and nine months ended September 28, 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 and 39 weeks ended September 28, 2001 and September 29, 2000, and the fiscal year
(52 weeks) ended December 29, 2000.

As disclosed in the 2000 consolidated financial statements and related notes, certain third quarter 2000
amounts as reported in the third quarter 2000 10-Q were restated as follows:

|                                        | Quarter Ended | Nine Months Ended
|--------------------------------------- | ------------- | -----------------
|
|Operating Revenue                       |               | $206,661         
|Operating Income                        |               | 19,140           
|Income (Loss) Before Extraordinary Item |               | 9,355            
|Net Income (Loss)                       |               | 9,355            

Certain prior period amounts have been reclassified to conform
to the current year presentation.

## NOTE 2. SIGNIFICANT TRANSACTIONS

During the third quarter 2001, ACL sold a shipyard in Harahan, Louisiana
and one towboat. This resulted in a gain of $5.1 which is reported as gain on
property dispositions in the condensed consolidated statement of operations.

ACL sold four towboats, a tank barge cleaning facility in Baton
Rouge, Louisiana and other assets in the second quarter 2001. This resulted in a
gain of $11.0 million that is reported as gain on property dispositions in the
condensed consolidated statement of operations. ACL also purchased $5.0 million
par value of ACL Senior Notes at a discount in the second quarter. This resulted
in a gain on the early extinguishment of debt of $1.9 million which is reported
as an extraordinary item in the condensed consolidated statement of operations.

At September 28, 2001 and December 29, 2000 ACL had $52.3
million and $56.0 million, respectively, outstanding under the accounts receivable securitization facility agreement and had
$16.0 million and $15.3 million, respectively, of net residual interest in the
securitized receivables which is included in Accounts Receivable, Net in
ACLs consolidated financial statements. The fair value of the net residual
interest is measured at the time of the sale and is based on the sale of similar
assets. In the first nine months of 2001, ACL received gross proceeds of $19.1
million from the sale of receivables and made gross payments of $22.8 million
under this Agreement.

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

## NOTE 3. MATERIALS AND SUPPLIES

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

|                   | September 28,2001 | December 29,2000
|------------------ | ----------------- | ----------------
|Raw Materials      |                   | $  2,546        
|Work in Process    |                   | 14,961          
|Parts and Supplies |                   | 15,734          
|                   |                   |                 
|                   |                   | $33,241         
|                   |                   |                 

## NOTE 4. 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 SFAS 133, 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.
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
September 28, 2001.

At September 28, 2001, ACL had forward fuel purchase contracts
outstanding with an aggregate notional amount of approximately $4.4 million and
a fair value of approximately $0.9 million (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 ten 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 and a fair value of $0.02 million as of
September 28, 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 is recorded as other expense (income)
on the condensed consolidated state

For the quarter and nine months ended September 28, 2001 the
entire change in fair value resulted in losses of $0.08 million and $0.2 million, respectively,
which are 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 $0.9 million for its share of these swaps
in the nine months ended September 28, 2001.

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

## NOTE 5. BUSINESS SEGMENTS

|                                     | Reportable Segments |          | 
|------------------------------------ | ------------------- | -------- | 
|
|Quarter ended September 28, 2001     |                     |          | 
|Revenues  from external customers    |                     | $179,140 | 
|Intersegment revenues                |                     | --       | 
|Segment operating income             |                     | 23,228   | 
|                                     |                    
|Quarter ended September 29, 2000     |                    
|Revenues  from external customers    |                     | $173,168 | 
|Intersegment revenues                |                     | --       | 
|Segment operating income             |                     | 16,360   | 
|                                     |                    
|Nine Months ended September 28, 2001 |                    
|Revenues  from external customers    |                     | $489,692 | 
|Intersegment revenues                |                     | --       | 
|Segment operating income             |                     | 25,508   | 
|                                     |                    
|Nine Months ended September 29, 2000 |                    
|Revenues  from external customers    |                     | $459,657 | 
|Intersegment revenues                |                     | --       | 
|Segment operating income             |                     | 31,294   | 

(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.

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

|                                     | Quarters Ended | Nine Months Ended |  
|------------------------------------ | -------------- | ----------------- | -
|
|Revenues                             |                |                   |  
|Revenues from external customers     |                | $ 207,341         |  
|Intersegment revenues                |                | 290               |  
|Elimination of intersegment revenues |                | (290              | )
|                                     |                |                   |  
|Operating revenue                    |                | $ 207,341         |  
|                                     |                |                   |  
|Earnings                             |               
|Total segment operating income       |                | $   24,164        |  
|Unallocated amounts:                 |               
|Interest expense                     |                | (16,959           | )
|Other, net                           |                | (1,426            | )
|                                     |                |                   |  
|Earnings (loss) before income taxes, |               
|extraordinary items and cumulative   |               
|effect of accounting change          |                | $     5,779       |  
|                                     |                |                   |  

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

## NOTE 6. RELATED PARTIES

ACL and Vectura Group LLC have invested in a new company named
Vessel Leasing LLC (Vessel Leasing). ACL has recorded its $3.4 million
investment in Vessel Leasing in Other Assets at September 28, 2001. ACL also
recorded sales of barges to Vessel Leasing in the third quarter and year-to-date
of 2001 for $8.1 and $30.4 million, respectively. ACL currently leases vessels
from Vessel Leasing.

## NOTE 7. 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 8. 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 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.  ACL adopted SFAS No.
140 on April 1, 2001.  The adoption required the consolidation of ACL Funding Corp., a wholly-owned subsidiary, that was
previously treated as a non-consolidated Qualified Special Purpose Entity.  The consolidation resulted in a charge to
Retained Earnings of $989 in the second quarter 2001.

In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141 (FAS 141), Business Combinations, which provides
that all business combinations should be accounted for using the purchase method
of accounting and establishes criteria for the initial recognition and
measurement of goodwill and other intangible assets recorded in connection with
a business combination. The provisions of FAS 141 apply to all business
combinations initiated after June 30, 2001. ACL will apply the provisions of FAS
141 to any future business combinations.

In addition, the FASB issued Statement of Financial Accounting
Standards No. 142 (FAS 142), Goodwill and Other Intangible Assets,
which establishes the accounting for goodwill and other intangible assets
following their recognition. FAS 142 applies to all goodwill and other
intangible assets whether acquired singly, as part of a group, or in a business
combination. FAS 142 provides that goodwill should not be amortized but should
be tested for impairment annually using a fair-value based approach.

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

## NOTE 8. CHANGES IN ACCOUNTING STANDARDS, Continued

In addition, FAS 142 provides that other intangible assets other
than goodwill should be amortized over their useful lives and reviewed for
impairment in accordance with Statement of Financial Accounting Standards No.
121, Accounting for the Impairment of Long-Lived Assets to be Disposed
Of. FAS 142 is effective beginning on December 29, 2001. Upon adoption, ACL
will be required to perform a transitional impairment test under FAS 142 for all
goodwill recorded as of December 29, 2001. Any impairment loss recorded as a
result of completing the transitional impairment test will be treated as a
change in accounting principle. The impact of the adoption of FAS 142 on
ACLs results of operations for all periods beginning on or after December 29, 2001 will be to eliminate amortization of goodwill. Management of ACL has not
performed a transitional impairment test under FAS 142 and accordingly cannot
estimate the impact of the adoption FAS 142 as of December 29, 2001.

In October 2001, the FASB issued Statement of Financial Accounting
 Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (FAS 144).
The Statement addresses financial accounting and reporting for the impairment or disposal of
long-lived assets.  This Statement supersedes Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of (FAS 121), and the accounting and reporting provisions of Accounting Principles
Board Opinion No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
for the disposal of a segment of a business (as previously defined in that Opinion).  This Statement also amends
Accounting Research Bulletin No. 51, Consolidated Financial Statements, to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary.  The objectives of FAS 144 are to address significant
issues relating to the implementation of FAS 121 and to develop a single accounting model, based on the
framework established in FAS 121, for long-lived assets to be disposed of by sale, whether previously held
and used or newly acquired.  ACL currently expects to adopt FAS 144 in ACLs first quarter 2002.
Management is currently evaluating the impact of FAS 144 on ACLs future financial reporting.

## NOTE 9. 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 operations and statements of cash flows for the Guarantor
Subsidiaries, non-guarantor subsidiaries and for ACL as of September 28, 2001 and December 29, 2000 and for the quarters and nine months ended September 28, 2001 and September 29, 2000.

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


   Condensed Combining Statement of Operations for the Quarter Ended September 28, 2001
                 (Dollars in Thousands)

|                                  | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|--------------------------------- | --------------------- | ----------------- | ------------ | --------------
|                                  |                      
|OPERATING REVENUE                 |                       | $ 193,543         |              | $13,798       
|                                  |                      
|OPERATING EXPENSE                 |                      
|Materials, Supplies and Other     |                       | 81,643            |              | 6,024         
|Rent                              |                       | 13,883            |              | 366           
|Labor and Fringe Benefits         |                       | 40,539            |              | 1,268         
|Fuel                              |                       | 23,662            |              | 253           
|Depreciation and Amortization     |                       | 12,830            |              | 1,277         
|Gain on Property Dispositions     |                       | (5,032            | )            | --            
|Taxes, Other Than Income Taxes    |                       | 6,453             |              | 11            
|                                  |                       |                   |              |               
|                                  |                       | 173,978           |              | 9,199         
|                                  |                       |                   |              |               
|                                  |                      
|OPERATING INCOME                  |                       | 19,565            |              | 4,599         
|                                  |                      
|OTHER EXPENSE (INCOME)            |                      
|Interest Expense                  |                       | 16,959            |              | --            
|Interest Expense, Affiliate - Net |                       | --                |              | 1,616         
|Other, Net                        |                       | (972              | )            | 782           
|                                  |                       |                   |              |               
|                                  |                       | 15,987            |              | 2,398         
|                                  |                       |                   |              |               
|                                  |                      
|EARNINGS BEFORE INCOME TAXES      |                       | 3,578             |              | 2,201         
|                                  |                      
|INCOME TAXES                      |                       | 89                |              | --            
|                                  |                       |                   |              |               
|                                  |                      
|NET EARNINGS                      |                       | $     3,489       |              | $  2,201      
|                                  |                       |                   |              |               

## AMERICAN COMMERCIAL LINES LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (As Restated)


   Condensed Combining Statement of Operations for the Quarter Ended September 29, 2000
                 (Dollars in Thousands)

|                                  | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|--------------------------------- | --------------------- | ----------------- | ------------ | --------------
|                                  |                      
|OPERATING REVENUE                 |                       | $ 193,588         |              | $ 12,150      
|                                  |                      
|OPERATING EXPENSE                 |                      
|Materials, Supplies and Other     |                       | 83,332            |              | 4,810         
|Rent                              |                       | 13,905            |              | 349           
|Labor and Fringe Benefits         |                       | 38,937            |              | 1,958         
|Fuel                              |                       | 21,803            |              | 990           
|Depreciation and Amortization     |                       | 12,714            |              | 1,847         
|Gain on Property Dispositions     |                       | (56               | )            | --            
|Taxes, Other Than Income Taxes    |                       | 6,340             |              | 592           
|                                  |                       |                   |              |               
|                                  |                       | 176,975           |              | 10,546        
|                                  |                       |                   |              |               
|                                  |                      
|OPERATING INCOME                  |                       | 16,613            |              | 1,604         
|                                  |                      
|OTHER EXPENSE (INCOME)            |                      
|Interest Expense                  |                       | 17,969            |              | --            
|Interest Expense, Affiliate - Net |                       | --                |              | 1,532         
|Other, Net                        |                       | (1,062            | )            | (630          
|Gain on Sale of Watercom          |                       | (11,418           | )            | --            
|                                  |                       |                   |              |               
|                                  |                       | 5,489             |              | 902           
|                                  |                       |                   |              |               
|                                  |                      
|EARNINGS BEFORE INCOME TAXES      |                       | 11,124            |              | 702           
|                                  |                      
|INCOME TAXES                      |                       | 55                |              | 3,339         
|                                  |                       |                   |              |               
|                                  |                      
|NET EARNINGS (LOSS)               |                       | $   11,069        |              | $(2,637       
|                                  |                       |                   |              |               

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


   Condensed Combining Statement of Operations for the Nine Months Ended September 28, 2001
                 (Dollars in Thousands)

|                                    | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|----------------------------------- | --------------------- | ----------------- | ------------ | --------------
|                                    |                       |                   |              |               
|OPERATING REVENUE                   |                       | $ 544,680         |              | $ 28,643      
|                                    |                       |                   |              |               
|OPERATING EXPENSE                   |                      
|Materials, Supplies and Other       |                       | 242,921           |              | 15,751        
|Rent                                |                       | 41,607            |              | 1,158         
|Labor and Fringe Benefits           |                       | 120,031           |              | 3,099         
|Fuel                                |                       | 71,288            |              | 318           
|Depreciation and Amortization       |                       | 38,624            |              | 3,849         
|Gain on Property Dispositions       |                       | (16,106           | )            | --            
|Taxes, Other Than Income Taxes      |                       | 19,842            |              | 17            
|                                    |                       |                   |              |               
|                                    |                       | 518,207           |              | 24,192        
|                                    |                       |                   |              |               
|                                    |                       |                   |              |               
|OPERATING INCOME                    |                       | 26,473            |              | 4,451         
|                                    |                       |                   |              |               
|OTHER EXPENSE (INCOME)              |                      
|Interest Expense                    |                       | 55,039            |              | --            
|Interest Expense, Affiliate - Net   |                       | --                |              | 4,781         
|Other, Net                          |                       | (4,702            | )            | (759          
|                                    |                       |                   |              |               
|                                    |                       | 50,337            |              | 4,022         
|                                    |                       |                   |              |               
|                                    |                       |                   |              |               
|(LOSS) EARNINGS BEFORE INCOME TAXES |                      
|AND EXTRAORDINARY ITEM              |                       | (23,864           | )            | 429           
|                                    |                       |                   |              |               
|INCOME TAXES                        |                       | 300               |              | 51            
|                                    |                       |                   |              |               
|                                    |                       |                   |              |               
|(LOSS) EARNINGS BEFORE              |                      
|EXTRAORDINARY ITEM                  |                       | (24,164           | )            | 378           
|                                    |                       |                   |              |               
|EXTRAORDINARY ITEM - GAIN ON EARLY  |                      
|EXTINGUISHMENT OF DEBT              |                       | 1,885             |              | --            
|                                    |                       |                   |              |               
|CUMULATIVE EFFECT OF ACCOUNTING     |                      
|CHANGE                              |                       | (490              | )            | --            
|                                    |                       |                   |              |               
|NET (LOSS) EARNINGS                 |                       | $(22,769          | )            | $      378    
|                                    |                       |                   |              |               

## AMERICAN COMMERCIAL LINES LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (As Restated)


   Condensed Combining Statement of Operations for the Nine Months Ended September 29, 2000
                 (Dollars in Thousands)

|                                    | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|----------------------------------- | --------------------- | ----------------- | ------------ | --------------
|                                    |                       |                   |              |               
|OPERATING REVENUE                   |                       | $ 539,556         |              | $ 27,117      
|                                    |                       |                   |              |               
|OPERATING EXPENSE                   |                      
|Materials, Supplies and Other       |                       | 229,473           |              | 13,597        
|Rent                                |                       | 34,660            |              | 1,135         
|Labor and Fringe Benefits           |                       | 116,848           |              | 5,857         
|Fuel                                |                       | 60,953            |              | 2,461         
|Depreciation and Amortization       |                       | 35,861            |              | 5,503         
|Gain on Property Dispositions       |                       | (1,836            | )            | --            
|Taxes, Other Than Income Taxes      |                       | 18,915            |              | 936           
|                                    |                       |                   |              |               
|                                    |                       | 494,874           |              | 29,489        
|                                    |                       |                   |              |               
|                                    |                       |                   |              |               
|OPERATING INCOME                    |                       | 44,682            |              | (2,372        
|                                    |                       |                   |              |               
|OTHER EXPENSE (INCOME)              |                      
|Interest Expense                    |                       | 52,946            |              | --            
|Interest Expense, Affiliate - Net   |                       | --                |              | 4,563         
|Other, Net                          |                       | (4,198            | )            | (1,986        
|Gain on Sale of Watercom            |                       | (11,418           | )            | --            
|                                    |                       |                   |              |               
|                                    |                       | 37,330            |              | 2,577         
|                                    |                       |                   |              |               
|                                    |                       |                   |              |               
|EARNINGS (LOSS) BEFORE INCOME TAXES |                      
|AND EXTRAORDINARY ITEM              |                       | 7,352             |              | (4,949        
|                                    |                       |                   |              |               
|INCOME TAXES                        |                       | 95                |              | 4,089         
|                                    |                       |                   |              |               
|                                    |                       |                   |              |               
|EARNINGS (LOSS) BEFORE              |                      
|EXTRAORDINARY ITEM                  |                       | 7,257             |              | (9,038        
|                                    |                       |                   |              |               
|EXTRAORDINARY ITEM - LOSS ON EARLY  |                      
|EXTINGUISHMENT OF DEBT              |                       | (734              | )            | --            
|                                    |                       |                   |              |               
|                                    |                       |                   |              |               
|NET EARNINGS (LOSS)                 |                       | $     6,523       |              | $(9,038       
|                                    |                       |                   |              |               

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


   Condensed Combining Statement of Operations for the Nine Months Ended September 28, 2001
                 (Dollars in Thousands)

|                                                    | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|--------------------------------------------------- | --------------------- | ----------------- | ------------ | --------------
|                                                    |                       |                   |              |               
|OPERATING ACTIVITIES                                |                       |                   |              |               
|Net Loss                                            |                       | $(21,607          | )            | $    (784     
|Adjustments to Reconcile Net Loss to Net Cash       |                      
|Provided by (Used in) Operating Activities:         |                      
|Depreciation and Amortization                       |                       | 41,908            |              | 3,849         
|Gain on Disposition of Property                     |                       | (16,106           | )            | --            
|Other Operating Activities                          |                       | (3,349            | )            | (1,060        
|Changes in Operating Assets and Liabilities:        |                      
|Accounts Receivable                                 |                       | 11,004            |              | (24,295       
|Materials and Supplies                              |                       | (3,444            | )            | (396          
|Accrued Interest                                    |                       | (7,471            | )            | --            
|Other Current Assets                                |                       | (10,759           | )            | 6,545         
|Other Current Liabilities                           |                       | 4,225             |              | 18,620        
|                                                    |                       |                   |              |               
|Net Cash (Used in) Provided by Operating            |                      
|Activities                                          |                       | (5,599            | )            | 2,479         
|                                                    |                       |                   |              |               
|INVESTING ACTIVITIES                                |                      
|Property Additions                                  |                       | (11,188           | )            | (1,837        
|Proceeds from Property Dispositions                 |                       | 22,911            |              | --            
|Proceeds from Sale of Terminals                     |                       | 8,241             |              | --            
|Other Investing Activities                          |                       | (6,213            | )            | 1,463         
|                                                    |                       |                   |              |               
|Net Cash Provided by (Used in) Investing Activities |                       | 13,751            |              | (374          
|                                                    |                       |                   |              |               
|FINANCING ACTIVITIES                                |                      
|Short-Term Borrowings                               |                       | 8,250             |              | --            
|Long-Term Debt Repaid                               |                       | (40,709           | )            | --            
|Cash Dividends Paid                                 |                       | --                |              | (1,000        
|Outstanding Checks Net of Deposits                  |                       | (6,672            | )            | --            
|Debt Costs                                          |                       | (3,462            | )            | --            
|Other Financing Activities                          |                       | 102               |              | --            
|                                                    |                       |                   |              |               
|Net Cash Used in Financing Activities               |                       | (42,491           | )            | (1,000        
|Net Decrease in Cash and Cash Equivalents           |                       | (34,339           | )            | 1,105         
|Cash and Cash Equivalents at Beginning of Period    |                       | 57,289            |              | 2,279         
|                                                    |                       |                   |              |               
|Cash and Cash Equivalents at End of Period          |                       | $ 22,950          |              | $   3,384     
|                                                    |                       |                   |              |               

## AMERICAN COMMERCIAL LINES LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (As Restated)


   Condensed Combining Statement of Operations for the Nine Months Ended September 29, 2000
                 (Dollars in Thousands)

|                                                     | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|---------------------------------------------------- | --------------------- | ----------------- | ------------ | --------------
|                                                     |                       |                   |              |               
|OPERATING ACTIVITIES                                 |                       |                   |              |               
|Net Loss                                             |                       | $   6,523         |              | $(9,038       
|Adjustments to Reconcile Net Loss to Net Cash        |                      
|(Used in) Provided by Operating Activities:          |                      
|Depreciation and Amortization                        |                       | 38,157            |              | 5,503         
|Gain on Property Dispositions                        |                       | (1,836            | )            | --            
|Gain on Sale of Watercom                             |                       | (11,418           | )            | --            
|Other Operating Activities                           |                       | (4,627            | )            | (2,498        
|Changes in Operating Assets and Liabilities:         |                      
|Accounts Receivable                                  |                       | (5,609            | )            | 1,100         
|Materials and Supplies                               |                       | 6,717             |              | (508          
|Accrued Interest                                     |                       | 4,446             |              | --            
|Other Current Assets                                 |                       | (9,469            | )            | 4,479         
|Other Current Liabilities                            |                       | 2,161             |              | 6,883         
|                                                     |                       |                   |              |               
|Net Cash Provided by Operating Activities            |                       | 25,045            |              | 5,921         
|                                                     |                       |                   |              |               
|INVESTING ACTIVITIES                                 |                      
|Property Additions                                   |                       | (17,566           | )            | (1,420        
|Purchase of Barging Assets                           |                       | (31,500           | )            | --            
|Proceeds from Property Dispositions                  |                       | 3,615             |              | --            
|Proceeds from Sale of Watercom                       |                       | 13,600            |              | --            
|Proceeds from Sale of Restricted Investment          |                       | 25,288            |              | --            
|Other Investing Activities                           |                       | (2,720            | )            | 533           
|                                                     |                       |                   |              |               
|Net Cash Used in Investing Activities                |                       | (9,283            | )            | (887          
|                                                     |                       |                   |              |               
|FINANCING ACTIVITIES                                 |                      
|Short-Term Borrowing                                 |                       | 8,000             |              | --            
|Long-Term Debt Repaid                                |                       | (54,342           | )            | (775          
|Outstanding Checks Net of Deposits                   |                       | 5,774             |              | --            
|Debt Costs                                           |                       | (789              | )            | --            
|Other Financing Activities                           |                       | --                |              | (47           
|                                                     |                       |                   |              |               
|Net Cash Used in Financing Activities                |                       | (41,357           | )            | (822          
|                                                     |                       |                   |              |               
|Net (Decrease) Increase in Cash and Cash Equivalents |                       | (25,595           | )            | 4,212         
|Cash and Cash Equivalents at Beginning of Period     |                       | 29,238            |              | 1,603         
|                                                     |                       |                   |              |               
|Cash and Cash Equivalents at End of Period           |                       | $   3,643         |              | $ 5,815       
|                                                     |                       |                   |              |               

## AMERICAN COMMERCIAL LINES LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 
Condensed Combining Statement of Financial Position at September 28, 2001

                 (Dollars in Thousands)

|                                       | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|-------------------------------------- | --------------------- | ----------------- | ------------ | --------------
|ASSETS                                 |                       |                   |              |               
|CURRENT ASSETS                         |                      
|Cash and Cash Equivalents              |                       | $   22,950        |              | $     3,384   
|Accounts Receivable - Net              |                       | 21,312            |              | 35,109        
|Materials and Supplies                 |                       | 31,955            |              | 1,286         
|Other Current Assets                   |                       | 35,411            |              | (7,536        
|                                       |                       |                   |              |               
|Total Current Assets                   |                       | 111,628           |              | 32,243        
|                                       |                       |                   |              |               
|PROPERTIES - NET                       |                       | 428,153           |              | 37,761        
|NET PENSION ASSET                      |                       | 25,682            |              | --            
|OTHER ASSETS                           |                       | 151,385           |              | 51,407        
|                                       |                       |                   |              |               
|Total Assets                           |                       | $ 716,848         |              | $ 121,411     
|                                       |                       |                   |              |               
|                                       |                       |                   |              |               
|LIABILITIES                            |                      
|CURRENT LIABILITIES                    |                      
|Accounts Payable                       |                       | $   42,587        |              | $     1,303   
|Accrued Payroll and Fringe Benefits    |                       | 14,500            |              | --            
|Deferred Revenue                       |                       | 18,325            |              | --            
|Accrued Claims and Insurance Premiums  |                       | 23,284            |              | --            
|Accrued Interest                       |                       | 10,775            |              | --            
|Short-Term Debt                        |                       | 75,000            |              | --            
|Current Portion of Long-Term Debt      |                       | 7,418             |              | --            
|Other Current Liabilities              |                       | 31,700            |              | 18,525        
|                                       |                       |                   |              |               
|Total Current Liabilities              |                       | 223,589           |              | 19,828        
|                                       |                       |                   |              |               
|LONG-TERM NOTE PAYABLE TO AFFILIATE    |                       | --                |              | 87,267        
|LONG-TERM DEBT                         |                       | 608,329           |              | --            
|PENSION LIABILITY                      |                       | 19,142            |              | --            
|OTHER LONG-TERM LIABILITIES            |                       | 30,653            |              | 1,319         
|                                       |                       |                   |              |               
|Total Liabilities                      |                       | 881,713           |              | 108,414       
|                                       |                       |                   |              |               
|                                       |                       |                   |              |               
|MEMBER'S DEFICIT                       |                      
|                                       |                       |                   |              |               
|Member's Interest                      |                       | 220,074           |              | --            
|Other Capital                          |                       | 161,489           |              | 53,183        
|Retained Deficit                       |                       | (546,428          | )            | (40,186       
|                                       |                       |                   |              |               
|Total Member's Deficit                 |                       | (164,865          | )            | 12,997        
|                                       |                       |                   |              |               
|Total Liabilities and Member's Deficit |                       | $ 716,848         |              | $ 121,411     
|                                       |                       |                   |              |               

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

                 (Dollars in Thousands)

|                                       | GuarantorSubsidiaries | OtherSubsidiaries | Eliminations | CombinedTotals
|-------------------------------------- | --------------------- | ----------------- | ------------ | --------------
|                                       |                       |                   |              |               
|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 May 25, 2001 ACL entered
into an agreement to sell substantially all of the terminals of its wholly owned
terminal subsidiary, American Commercial Terminals LLC (ACT), other
than its coal transfer facility at St. Louis, Missouri and its tank storage
facility at Memphis, Tennessee to Global Material Services LLC
(GMS), a joint venture between ACT, and Mid-South Terminal Company,
L.P., an unaffiliated third party. The sale of seven terminals was completed on
May 25, 2001. An additional terminal site in Omaha, Nebraska was transferred on
June 29, 2001.

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
343 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 September 28, 2001 Compared with Quarter Ended September 29, 2000

Operating Revenue.
Operating revenue for the quarter ended September 28, 2001 increased 0.8% to
$207.3 million from $205.7 million for the quarter ended September 29, 2000. The
revenue increase was primarily due to higher domestic and international barging
revenue offset by reduced revenue as a result of the sale of the ACT terminals
and the sale of Watercom. The increased barging revenue was also offset by lower
revenue at ACLs marine construction subsidiary, Jeffboat LLC
(Jeffboat).

Domestic barging revenue
increased $4.3 million to $165.3 million due to improved freight rates for
grain, liquid, and bulk commodities, improved domestic coal volume and increased
freight rates from contract fuel adjustments. The increased domestic barging
revenue was partially offset by reduced loads per barge due to lower northbound
bulk commodity volume. Liquid barging revenue was also negatively impacted by
reduced demand for caustic soda and styrene freight, although liquid rates
before fuel adjustments remain above third quarter 2000 levels due to term
contract renewals.

International revenue
increased $1.6 million to $13.8 million due to the return of an uninterrupted
operating pattern to barging operations in Venezuela after last years
third quarter shut down from an accident, unrelated to the barging operation, at
the customers unloading dock. Additional revenue from the operation of an
unloading crane in Venezuela and the start of barging operations in the
Dominican Republic also contributed to the positive variance. The international
revenue increase was partially offset by ACLs share of the net earnings
from UABL being reported, net of expenses, as an other income item in 2001 as
opposed to the consolidating of revenue from the Argentine operation in the
previous year third quarter. Revenue at Jeffboat decreased $2.1 million to $26.5
million due to lower volume of hopper barge construction.

Operating Expense.
Operating expense for the quarter ended September 28, 2001 decreased 2.3% to
$183.2 million from $187.5 million in the third quarter of 2000. Domestic
barging expense decreased $0.3 million to $146.0 million primarily due to a gain
on the sale of a marine equipment repair facility at Harahan, Louisiana and the
gain on the sale of one towboat. Domestic barging materials, supplies and other
expense decreased due to lower boat repair cost and lower consulting cost. These
gains were partially offset by increased labor and fringe benefit costs and a
higher net fuel price that includes a loss on the fuel hedge. Fuel price before
the effect of user tax and hedging was 81 cents per gallon in the third quarter
of 2001 on a volume of 25.9 million gallons compared to 84 cents per gallon in
the third quarter of 2000. ACL hedges fuel to be consumed for barge freight
commitments that are pre-priced and not protected by contract rate adjustments.
Contract adjustments along with the hedging program protect approximately 80% of
ACLs fuel consumption. International barging expenses decreased $1.3
million to $9.2 million primarily due to expenses associated with ACLs
share of UABLs earnings in the third quarter of 2001 being reported on a
net basis in other income compared to consolidating expense from the Argentine
operation in the third quarter of 2000. The international expense reduction was
partially offset by increased cost in Venezuela from the terminal operation and
additional barge freight deliveries. Jeffboats expenses decreased $1.4
million to $25.8 million due to the lower volume of hopper barge construction.

Operating Income.
Operating income for the quarter ended September 28, 2001 increased $6.0 million
to $24.2 million compared to $18.2 million for the third quarter 2000, due to
the reasons discussed above.

Interest Expense.
Interest expense for the third quarter of 2001 decreased $1.0 million to $17.0
million from $18.0 million for the same period in 2000. The decrease is due to
lower base interest rates partially offset by a higher interest rate margin and
a higher outstanding debt balance on ACLs senior credit facilities, which
consist of certain term loans (the Term Loans) and a revolving
credit facility which provides for revolving loans and the issuance of letters
of credit of up to $100.0 million (the Revolving Credit Facility)
(the Term Loans and Revolving Credit Facility are collectively referred to as
the Senior Credit Facilities, all of which are more fully defined in
ACLs Annual Report on Form 10-K for the fiscal year ended December 29,
2000).

Earnings (Loss) Before
Income Taxes, Extraordinary Item and Cumulative Effect of Accounting Change.
The earnings before income taxes, extraordinary item and cumulative effect of
accounting change were $5.8 million for the third quarter 2001 compared to $11.8
million for the same period in 2000. The third quarter 2000 earnings included
$11.4 million in gain on the sale of Watercom.

Income Taxes. Income taxes for the quarter were $0.1 million, compared to $3.4 million in the third
quarter of last year. The higher taxes in 2000 were due to foreign income taxes
related to the Argentine based operation. ACL passes its U.S. federal and state
taxable income to its Parent, whose equity holders are responsible for those
income taxes.

Earnings (Loss) Before
Extraordinary Item and Cumulative Effect of Accounting Change.The earnings
before extraordinary item and cumulative effect of accounting change were $5.7
million for the third quarter of 2001 compared to $8.4 million for the same
period in 2000 due to the reasons discussed above.

Net Earnings (Loss).Net earnings for the quarterwere $5.7 million compared to $8.4
million in the same period last year due to the reasons discussed above.

## Nine Months Ended September 28, 2001 Compared with Nine Months Ended September 29, 2000

Operating Revenue.
Operating revenue for the nine months ended September 28, 2001 increased 1.2% to
$573.3 million from $566.7 million for the nine months ended September 29, 2000.
The revenue increase was primarily due to the addition of the Peavey barges and
favorable fuel price adjustments on certain long term, domestic barging
contracts, partially offset by reduced loads per barge due to ice and flood
delays, lower volume at Jeffboat and reduced demand for liquid freight.

Domestic barging revenue
increased $28.5 million to $461.0 million due to the addition of revenue from
the Peavey barges, improved barging freight rates for liquid, bulk and grain
commodities and increased freight rates from contract fuel adjustments. The
increased domestic revenue was partially offset by reduced loads per barge due
to severe ice conditions on the Mississippi and Illinois Rivers in the first
quarter of 2001 and the closure of the upper Mississippi River due to flooding
during the second quarter of 2001. Increases in domestic barging revenue were
also partially offset by reduced demand for liquid freight and a reduction in
the contract rate for one of ACLs electric utility customers. Despite
lower demand for liquid freight, liquid freight rates before fuel adjustments
are above the first nine months of 2000 levels due to term contract renewals.

International revenue
increased $1.5 million to $28.6 million due to a higher volume of bauxite
freight in Venezuela, the continuance of a terminal operation in Venezuela that
began in the fourth quarter of 2000 and payments for minimum contracted tonnage
in Venezuela. The start up of a barging operation in the Dominican Republic also
contributed to the increase. The increase was partially offset by ACLs
share of the net earnings from UABL being reported, net of expenses, as an other
income item in the first nine months of 2001 compared to the consolidating of
revenue from the Argentine operation during the first nine months of 2000.
Revenue at Jeffboat decreased $16.8 million to $75.4 million primarily due to
lower 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. No towboat construction revenue being recognized in the first nine
months of 2001 as compared to revenue from the construction of one towboat
recognized in the first nine months of 2000 also contributed to the decline.
Tanker barge construction volume at Jeffboat remained steady for the first nine
months of 2001 as compared to the first nine months of 2000, with increases in
large tanker sales partially offset by a reduction in the sales of smaller
tankers.

Operating Expense.
Operating expense for the nine months ended September 28, 2001 increased 3.4% to
$542.4 million from $524.4 million in the first nine months of 2000. Domestic
barging expense increased $41.3 million to $440.3 million due to increased
operating, barge charter and depreciation expense from the addition of the
Peavey barges, increased fuel price and fuel related increases in towing expense
and increased operating cost associated with heavy ice on the Mississippi and
Illinois Rivers. These increases were partially offset by gains on asset sales.
Fuel price, before the effect of user tax and hedging, was 84.4 cents per gallon
in the first nine months of 2001 on a volume of 79.3 million gallons, compared
to 79.6 cents per gallon in the first nine months of 2000. International barging
expenses decreased $5.5 million to $23.8 million primarily due to expenses
associated with ACLs share of UABLs earnings in the first nine
months of 2001 being reported on a net basis in other income as compared to
consolidating expense from the Argentine operation in the first nine months of
2000. The international expense reduction was partially offset by increased cost
from additional barging and terminal volume in Venezuela and from the start of
barging operations in the Dominican Republic. Jeffboats expense decreased
$13.5 million to $71.2 million due to reduced expense as a result of the lower
volume of hopper barge construction and to no cost of sales from towboat
construction being recognized in the first nine months of 2001 as compared to
the cost of sales from one towboat recognized in the first nine months of 2000.

Operating Income.
Operating income for the nine months ended September 28, 2001 decreased $11.4
million to $30.9 million compared to $42.3 million for the first nine months of
2000, due to the reasons discussed above.

Interest Expense.
Interest expense for the first nine months of 2001 increased to $55.0 million
from $52.9 million for the same period in 2000. The increase is due to a higher
interest rate margin and a higher outstanding debt balance on the Senior Credit
Facilities, partially offset by lower base interest rates on the Senior Credit
Facilities.

Earnings (Loss) Before
Income Taxes, Extraordinary Item and Cumulative Effect of Accounting Change.
The loss before income taxes, extraordinary item and cumulative effect of
accounting change was $23.4 million for the first nine months of 2001 compared
to earnings of $2.4 million for the same period in 2000 due to the reasons
discussed above.

Income Taxes. Income
taxes for the nine months were $0.4 million compared to $4.2 million in the
first nine months of last year. The higher taxes in 2000 were due to accrued
foreign taxes for the international subsidiaries. ACL passes its U.S. federal
and state taxable income to its Parent, whose equity holders are responsible for
those income taxes.

Earnings (Loss) Before
Extraordinary Item and Cumulative Effect of Accounting Change.The loss
before extraordinary item and cumulative effect of accounting change was $23.8
million for the first nine months of 2001 compared to a loss of $1.8 million for
the same period in 2000 due to the reasons discussed above.

Extraordinary Items
 Gain (Loss) on Early Extinguishment of Debt.The gain on early
extinguishment of debt was $1.9 million for the first nine months of 2001
compared to a loss of $0.7 million for the same period in 2000. The gain for the
first nine months of 2001 is a result of ACLs purchase in the open market
of $5.0 million par value of a portion of ACLs unsecured bonds (the
Senior Notes) for a discount. The loss for the first nine months of
2000 was due to the early redemption premium on certain terminal revenue
refunding bonds.

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

Net Earnings (Loss).Net loss for the first nine months of 2001was $22.4 million compared
to loss of $2.5 million for the same period last year, due to the reasons
discussed above.

## Outlook

ACLs 2001 domestic
barging revenue should continue at a higher level than in 2000 due to the
absence of last years market disruption from genetically altered corn seed
and last years unusually early closure of the Illinois river. Improved
market rates for grain, bulk and liquid commodities will also continue to
positively affect year over year comparisons. The U.S. Department of Agriculture
currently forecasts U.S. corn exports of 2.05 billion bushels for the crop year
beginning September 1, 2001, a 5% increase over the estimate for the previous
crop year.

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 fourth quarter of 2001
significantly lower than the price in the fourth quarter of 2000. With the
addition of boats required to move the Peavey barges, ACBL vessels will consume
approximately 110 million gallons annually and generally ratably throughout the
year.  ACBL has barge freight contract price adjustment clauses and a fuel hedge
program which provide protection for approximately 80% of gallons consumed.
Contract adjustments are deferred one quarter.

## Liquidity and
Capital Resources

As of September 28, 2001, ACL
had outstanding indebtedness of $690.7 million, including $320.4 million drawn
under the Term Loans, $75.0 million drawn under the Revolving Credit Facility,
$295.0 million aggregate principal amount of Senior Notes and other notes
outstanding of $0.3 million. In addition, ACL had $2.1 million in outstanding
capital lease obligations and had securitized $52.3 million of the trade
receivables of two subsidiaries as of the end of the quarter.

The Senior Credit
Facilities and the indenture pursuant to which the Senior Notes were issued (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.

As reported in ACLs
Annual Report on Form 10-K for the fiscal year ended December 29, 2000,
management has operating and financial plans in place to comply with the
covenants of the Senior Credit Facilities, as amended effective December 29,
2000, and the Indenture. Management expects these plans to be realized; however,
economic events or weather related conditions could occur and negatively impact
ACLs ability to meet its plan for 2001. Subsequent to December 31, 2001,
certain covenant requirements revert to those specified in the original Senior
Credit Facilities which are more restrictive than the amended covenants and
certain covenants added in the amendment also become more restrictive. Failure
to meet these covenants could have a material adverse effect on ACL. There is no
assurance that ACL will be able to meet these covenant requirements in 2001 or
2002 and the company may need to renegotiate certain of the financial covenants
in the Senior Credit Facilities in the first quarter of 2002. ACL has retained a
financial advisor, Greenhill & Co., LLC, to assist the company in exploring
strategic financing alternatives.

Management has performed a
cash flow projection through the end of the first quarter of 2002. Such cash
flow analysis indicates that cash generated from operations is sufficient to
fund ACLs cash requirements, including capital expenditures for fleet
maintenance, working capital, interest payments and scheduled principal
payments, through the end of the first quarter of 2002. ACL may from time to
time, borrow under the Revolving Credit Facility.

ACLs cash balance was
$26.3 million as of September 28, 2001. Cash used in operating activities
totaled $0.9 million for the first nine months of 2001 compared to cash provided
by operating activities of $31.0 million for the first nine months of 2000. The
increase in cash used was primarily due to lower operating earnings, partially
offset by a difference in the timing of cash disbursements related to trade
payables.

Capital expenditures are
expected to be $20 million for 2001, with most expenditures being for marine
equipment maintenance. As of September 28, 2001, a total of $13.0 million had
been spent, including $1.5 million for the start of a six barge operation in the
Dominican Republic. ACL will continue to lease newly constructed equipment from
third parties.

Proceeds of $32.9 million
from asset sales, the sale of the terminals and the sale of additional minority
interest were used to reduce the outstanding balance under the Term Loans during
the first nine months of 2001. On October 25, 2001, ACL complied with a
condition of an amendment to the Senior Credit Facilities by repaying an
aggregate principal amount of $40 million of the Term Loans as of that date.

## Changes in
Accounting Standards

In June 1998, the Financial
Accounting Standards Board (FASB) issued Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities
(SFAS No. 133). 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 SFAS No.
133 at the beginning of the first quarter of 2001 with 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 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. ACL adopted SFAS No. 140 on April 1, 2001. The
adoption required the consolidation of ACL Funding Corp., a wholly-owned
subsidiary, that was previously treated as a non-consolidated Qualified Special
Purpose Entity. The consolidation resulted in a charge to Retained Earnings of
$0.99 million in the third quarter 2001.

In July 2001, the FASB
issued Statements of Financial Accounting Standards No. 141 Business
Combinations (SFAS No. 141), which provides that all business
combinations should be accounted for using the purchase method of accounting and
establishes criteria for the initial recognition and measurement of goodwill and
other intangible assets recorded in connection with a business combination. The
provisions of SFAS No. 141 apply to all business combinations initiated after
June 30, 2001 and to all business combinations accounted for by the purchase
method that are completed after June 30, 2001. ACL will apply the provisions of
SFAS No. 141 to any future business combinations.

In addition, the FASB
issued Statement of Financial Accounting Standards No. 142 Goodwill and
Other Intangible Assets (SFAS No. 142) which establishes the
accounting for goodwill and other intangible assets following their recognition.
SFAS No. 142 applies to all goodwill and other intangible assets whether
acquired singly, as part of a group, or in a business combination. SFAS No. 142
provides that goodwill should not be amortized but should be tested for
impairment annually using a fair-value based approach. In addition, SFAS No. 142
provides that intangible assets other than goodwill should be amortized over
their useful lives and reviewed for impairment in accordance with Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. SFAS No.
142 is effective beginning on December 29, 2001. Upon adoption, ACL will be
required to perform a transitional impairment test under SFAS No. 142 for all
goodwill recorded as of December 29, 2001. Any impairment loss recorded as a
result of completing the transitional impairment test will be treated as a
change in accounting principle. The impact of the adoption of SFAS No. 142 on
ACLs results of operations for all periods beginning on or after December 29, 2001 will be to eliminate amortization of goodwill. Management of ACL has not
performed a transitional impairment test under SFAS No. 142 and accordingly
cannot estimate the impact of the adoption of SFAS No. 142 as of December 29, 2001.

In October 2001, the FASB issued Statement of Financial Accounting
 Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (FAS 144).
The Statement addresses financial accounting and reporting for the impairment or disposal of
long-lived assets.  This Statement supersedes Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of (FAS 121), and the accounting and reporting provisions of Accounting Principles
Board Opinion No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
for the disposal of a segment of a business (as previously defined in that Opinion).  This Statement also amends
Accounting Research Bulletin No. 51, Consolidated Financial Statements, to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary.  The objectives of FAS 144 are to address significant
issues relating to the implementation of FAS 121 and to develop a single accounting model, based on the
framework established in FAS 121, for long-lived assets to be disposed of by sale, whether previously held
and used or newly acquired.  ACL currently expects to adopt FAS 144 ACLs first quarter 2002.
Management is currently evaluating the impact of FAS 144 on ACLs future financial reporting.

## 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.

Important factors that could cause actual results to differ materially from our
expectations include the effect of global economic conditions and the impact of the terrorist attacks on September 11, 2001, the
effect (including possible increases in the cost of doing business) resulting from war and terrorist activities or political uncertainties.

There have been no other 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 third 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:  November ___, 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)