<PAGE>   1



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

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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: 333-63643


                               CLASSIC CABLE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE
      (STATE OR OTHER JURISDICTION                       74-2750981
    OF INCORPORATION OR ORGANIZATION)       (I.R.S. EMPLOYER IDENTIFICATION NO.)



                           6151 PALUXY ROAD BUILDING A
                               TYLER, TEXAS 75703
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


       Registrant's telephone number, including area code: (903) 581-2121


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  [X] Yes   [ ] No

     As of May 4, 2001, there were 1,000 shares of Common Stock outstanding.


<PAGE>   2



                               CLASSIC CABLE, INC.

                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>       <C>                                                                                          <C>
PART I - FINANCIAL INFORMATION

Item 1     Financial Statements
           Consolidated Balance Sheets (Unaudited).....................................................  4
           Consolidated Statements of Operations (Unaudited)...........................................  5
           Consolidated Statements of Cash Flows (Unaudited)...........................................  6
           Notes to Consolidated Financial Statements (Unaudited)......................................  7
Item 2     Management's Discussion and Analysis of Financial Condition and Results of Operations....... 10
Item 3     Quantitative and Qualitative Disclosures About Market Risk.................................. 15

PART II - OTHER INFORMATION

Item 1     Legal Proceedings........................................................................... 16
Item 2     Changes in Securities and Use of Proceeds................................................... 16
Item 3     Defaults Upon Senior Securities............................................................. 16
Item 4     Submission of Matters to a Vote of Security Holders......................................... 16
Item 5     Other Information........................................................................... 16
Item 6     Exhibits and Reports on Form 8-K............................................................ 16

SIGNATURES............................................................................................. 17
</TABLE>

                                   ----------

This Quarterly Report on Form 10-Q is for the quarter ended March 31, 2001. This
Quarterly Report modifies and supersedes documents filed prior to this Quarterly
Report. The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you directly to those documents. Information incorporated by reference
is considered to be part of this Quarterly Report. In addition, information that
we file with the SEC in the future will automatically update and supersede
information contained in this Quarterly Report. In this Quarterly Report,
"Classic," "we," "us" and "our" refer to Classic Cable, Inc. and its
subsidiaries.

You should carefully review the information contained in this Quarterly Report,
but should particularly consider any risk factors that we set forth in this
Quarterly Report and in other reports or documents that we file from time to
time with the SEC. The statements, other than statements of historical fact,
included in this Quarterly Report on Form 10-Q are forward-looking statements.
These statements include, but are not limited to:

     o    statements regarding our plans for future acquisitions;
     o    statements regarding integration of our cable systems and future
          acquired systems;
     o    statements regarding future financing transactions;
     o    statements regarding our plans to obtain waivers and amendments to our
          current financing arrangements;
     o    statements regarding our planned capital expenditures and system
          upgrades; and
     o    statements regarding the offering of video and Internet access on our
          systems.

Forward-looking statements generally can also be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "plan," "seek," or "believe." We believe that the
expectations reflected in such forward-looking statements are accurate. However,
we cannot assure you that such expectations will occur. Our actual future
performance could differ materially from such statements. Factors that could
cause such or contribute to such differences include, but are not limited to:

     o    the uncertainties and/or potential delays associated with integrating
          past and future acquisitions;
     o    our ability to acquire additional cable systems on terms favorable to
          us;
     o    the passage of legislation or court decisions adversely affecting the
          cable industry;



                                       2
<PAGE>   3



     o    our ability to repay or refinance our outstanding indebtedness;
     o    the timing, actual cost and allocation of our capital expenditures and
          system upgrades;
     o    our potential need for additional capital;
     o    competition in the cable industry; and
     o    the advent of new technology.

You should not unduly rely on these forward-looking statements, which speak only
as of the date of this Quarterly Report on Form 10-Q. Except as required by law,
we are not obligated to publicly release any revisions to these forward-looking
statements to reflect events or circumstances occurring after the date of this
Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated
events.







                                       3
<PAGE>   4



PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                               Classic Cable, Inc.

                           Consolidated Balance Sheets
                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                MARCH 31,     DECEMBER 31,
                                                                  2001            2000
                                                              ------------    ------------
<S>                                                           <C>             <C>
Assets
Cash and cash equivalents .................................   $      7,902    $     19,056
Accounts receivable, net ..................................         12,831          13,446
Prepaid expenses ..........................................            624             283
Deferred financing costs, net .............................         19,167          19,772
Advances to parent ........................................            643             691
Investment in cable television systems:
  Inventory ...............................................         16,835          13,929
  Property, plant and equipment ...........................        387,558         373,817
  Less accumulated depreciation ...........................       (109,451)        (98,364)
                                                              ------------    ------------
    Property, plant and equipment, net ....................        278,107         275,453
  Intangible assets:
    Customer relationships ................................        200,666         200,666
    Franchise marketing rights ............................        204,744         204,744
    Noncompete agreements .................................         28,375          28,375
    Goodwill ..............................................        110,070         109,927
                                                              ------------    ------------
                                                                   543,855         543,712
    Less accumulated amortization .........................       (155,185)       (141,715)
                                                              ------------    ------------

    Intangible assets, net ................................        388,670         401,997
                                                              ------------    ------------
      Total investment in cable television systems ........        683,612         691,379
                                                              ------------    ------------
         Total assets .....................................   $    724,779    $    744,627
                                                              ============    ============

Liabilities and Stockholder's Equity
Liabilities:
  Accounts payable ........................................   $     12,798    $     10,290
  Subscriber deposits and unearned income .................          7,872           7,649
  Other accrued expenses ..................................         19,062          30,377
  Accrued interest ........................................          7,871          16,565
  Long-term debt, net .....................................        578,532         559,036
                                                              ------------    ------------
        Total liabilities .................................        626,135         623,917
Stockholder's equity:
  Common stock: $.01 par value; 1,000 shares authorized,
  issued and outstanding ..................................             --              --
  Additional paid-in capital ..............................        281,143         281,143
  Accumulated deficit .....................................       (182,499)       (160,433)
                                                              ------------    ------------
        Total stockholder's equity ........................         98,644         120,710
                                                              ------------    ------------
        Total liabilities and stockholder's equity ........   $    724,779    $    744,627
                                                              ============    ============
</TABLE>


                 See notes to consolidated financial statements.


                                       4
<PAGE>   5



                               Classic Cable, Inc.

                      Consolidated Statements of Operations
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED
                                                         MARCH 31
                                              ----------------------------
                                                  2001            2000
                                              ------------    ------------
<S>                                             <C>             <C>

Revenues ..................................   $     46,032    $     43,303
Operating expenses:
  Programming .............................         15,584          13,210
  Plant and operating .....................          5,487           4,344
  General and administrative ..............          5,243           7,036
  Marketing and advertising ...............          1,099             879
  Corporate overhead ......................          1,156             599
  Depreciation and amortization ...........         24,699          19,791
                                              ------------    ------------
          Total operating expenses ........         53,268          45,859
                                              ------------    ------------
Loss from operations ......................         (7,236)         (2,556)
Interest expense ..........................        (15,017)        (13,660)
Other income (expense) ....................            187           1,077
                                              ------------    ------------
Loss before income taxes and
  extraordinary item ......................        (22,066)        (15,139)
Income tax benefit ........................             --           5,300
                                              ------------    ------------
Loss before extraordinary item ............        (22,066)         (9,839)
Extraordinary loss on extinguishment of
  debt, net of taxes of $2,963 ............             --          (5,501)
                                              ------------    ------------
Net loss ..................................   $    (22,066)   $    (15,340)
                                              ============    ============
</TABLE>



                 See notes to consolidated financial statements.



                                       5
<PAGE>   6



                               Classic Cable, Inc.

                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED MARCH 31
                                                                    ----------------------------
                                                                        2001            2000
                                                                    ------------    ------------
<S>                                                                 <C>             <C>

OPERATING ACTIVITIES
Net loss ........................................................   $    (22,066)   $    (15,340)
Adjustments to reconcile net loss to net cash provided by
  (used in) operating activities:
    Provision for doubtful accounts .............................          1,128             836
    Depreciation ................................................         11,229           8,252
    Amortization of intangibles .................................         13,470          11,539
    Amortization of deferred financing costs ....................            605             548
    Discount accretion on long-term debt ........................             --               2
    Deferred tax benefit ........................................             --          (8,263)
    Loss on sale/disposal of property, plant and equipment ......             58              --
    Extraordinary loss ..........................................             --           8,464
    Changes in working capital, net of acquisition amounts:
     Change in accounts receivable ..............................           (513)         (2,614)
     Change in prepaid expenses .................................           (341)         (1,076)
     Change in advances to parent ...............................             48              89
     Change in other accruals and payables ......................          1,791          (1,360)
     Change in accrued interest .................................         (8,694)         (1,758)
                                                                    ------------    ------------
Net cash provided by (used in) operating activities .............         (3,285)           (681)

INVESTING ACTIVITIES
Acquisition of cable television systems .........................             --        (113,592)
Purchases of inventory ..........................................        (13,281)             --
Purchases of property, plant and equipment ......................        (14,346)        (11,618)
Proceeds from sales of property, plant and equipment ............            405              --
Payments for other intangibles ..................................           (143)           (237)
                                                                    ------------    ------------
Net cash provided by (used in) investing activities .............        (27,365)       (125,447)

FINANCING ACTIVITIES
Proceeds from long-term debt ....................................         19,500         225,000
Repayments of long-term debt ....................................             (4)       (136,460)
Financing costs .................................................             --          (7,494)
Payment of premium on redeemed notes ............................             --            (660)
                                                                    ------------    ------------
Net cash provided by (used in) financing activities .............         19,496          80,386
                                                                    ------------    ------------
Increase (decrease) in cash and cash equivalents ................        (11,154)        (45,742)
Cash and cash equivalents at beginning of period ................         19,056          85,855
                                                                    ------------    ------------
Cash and cash equivalents at end of period ......................   $      7,902    $     40,113
                                                                    ============    ============

Non-cash financing activities:
Stock issued as partial payment for cable television purchase ...   $         --    $     13,889
</TABLE>



                 See notes to consolidated financial statements.







                                       6
<PAGE>   7



                               Classic Cable, Inc.
                   Notes to Consolidated Financial Statements
                              As of March 31, 2001


1. BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements of Classic
Cable, Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In our opinion, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three month
period ended March 31, 2001 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2001.

         For further information, refer to the consolidated financial statements
and footnotes thereto for the year ended December 31, 2000 included in our Form
10-K.

         Certain reclassifications have been made in the 2000 financial
statements to conform to the 2001 presentation.

2. GOING CONCERN UNCERTAINTIES

         The Company has debt service requirements increasing from approximately
$58 million in 2001 to $60 million in 2002 and remaining at this level through
2006. Debt covenants dictate that the Company maintain certain ratios related to
debt balances and operating results in addition to limiting the amount that can
be used for capital expenditures. As discussed below, the Company's ability to
meet these covenants in 2001 will most likely require an amendment to its senior
credit facility.

         The Company has not generated earnings sufficient to cover its fixed
charges, however, in the past the Company and its parent, Classic
Communications, Inc. ("CCI"), have generated cash and obtained financing
sufficient to meet their debt service, working capital, capital expenditure and
acquisition requirements. In light of the Company's existing fixed charges
requirements and capital expenditure plan, the Company will be required to
obtain additional financing or complete certain asset transactions to be able to
generate funds sufficient to service its obligations and continue its current
business plan. There can be no assurance that either the Company or CCI will be
able to obtain sufficient financing, or, if they were able to do so, that the
terms would be favorable.

         As of March 31, 2001, the Company was not in compliance with certain
financial covenants specified in its credit facility. The Company is in the
process of negotiating with its senior lending group to obtain both an amendment
and certain waivers to its current senior credit facility. These amendments will
likely result in, among other matters, the termination of the unused revolving
loan commitment; a significant shortening of the maturity dates for the
revolving loans and term loans; and a resetting of the financial covenants for a
time period that may not extend beyond December 31, 2001. If the financial
covenants are not reset or compliance with the covenants is not waived,
particularly with respect to the total debt to operating income ratio, the
Company will default under the senior credit facility. If such default were to
occur, the lenders could take actions that would adversely impact the liquidity,
financial condition and results of operations, including accelerating the
amounts due under the credit facility and causing cross-defaults under the
Company's public indentures. If the Company's debt were accelerated under the
current senior credit agreement, the Company would not have sufficient liquidity
to meet the obligations as they become due. Accordingly, the Company would be
required to refinance all or a portion of its indebtedness on or before
maturity. In such event, there is no assurance that the Company will be able to
refinance any of the indebtedness on commercially reasonable terms or at all.

         On May 9, 2001, the Company signed a commitment letter with Credit
Suisse First Boston and Brera Classic II, LLC, an affiliate of Brera Capital
Partners Limited Partnership, to provide $75 million of senior second secured
loans. This credit facility, with the consent of the initial lenders, can be
expanded up to a total size of $148.5 million. The senior second secured loans
will require the prior approval of the Company's senior lending group, which has
not yet been obtained.



                                       7
<PAGE>   8



The Company is also considering other alternatives to improve its liquidity
position, including the sale of certain of its small cable systems which would
also require additional waivers or amendments to the senior credit facility.

         The Company has recently received a letter from the holders of the
9.875% senior subordinated notes, which asserts that the Company is in default
of certain covenants with respect to unspecified incurrences of indebtedness by
the Company. The Company firmly believes that it is not in default of these
covenants.

         If the Company is unable to arrange additional financing or improve its
liquidity position by some other means, there is serious doubt that the Company
will be able to continue its operations as they are currently conducted. Such
events would materially and adversely affect its business, financial condition
and results of operations and could require the Company to sell significant
assets or discontinue certain operations.

3. INCOME TAXES

         The effective tax rates for the three months ended March 31, 2001 and
2000 differ from the statutory rates primarily due to the impact of permanent
differences and increases in the valuation allowance on deferred tax assets. We
believe it is more likely than not that such deferred tax assets will not be
utilized in the near term.

4. STAR ACQUISITION

         In February 2000, a wholly owned subsidiary purchased substantially all
of the assets of Star Cable Associates ("Star"), which operates cable television
systems in Texas, Louisiana and Ohio, for an aggregate purchase price of
approximately $111 million in cash and 555,555 shares of CCI's Class A Voting
Common Stock. The purchase was financed from proceeds of the $225 million
private debt offering of 10.5% Senior Subordinated Notes due 2010 and available
cash. The acquisition was accounted for using the purchase method and,
accordingly, the operating results of the systems acquired have been included in
our consolidated financial statements since the date of acquisition.

         The following summarized unaudited pro forma financial information for
the three months ended March 31, 2000 assumes the Star acquisition, the related
financing, and other changes to our debt structure had occurred on January 1,
2000. The following pro forma information is not necessarily indicative of the
results that would have occurred had the transactions been completed at the
beginning of the period indicated, nor is it indicative of future operating
results (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                THREE MONTHS
                                               ENDED MARCH 31,
                                                    2000
                                               ---------------
<S>                                            <C>
Revenues ....................................   $     46,458
Loss before extraordinary item ..............         (9,971)
Net loss ....................................        (15,472)
</TABLE>

5. LONG-TERM DEBT

         Our long-term debt consists of the following as of March 31, 2001 (in
thousands):

<TABLE>
<S>                                        <C>
1999 credit facility:
  Revolver .............................   $     35,500
  Term loan B ..........................         86,842
  Term loan C ..........................         78,158
10.5% Senior Subordinated Notes ........        225,000
9.375% Senior Subordinated Notes .......        150,000
9.875% Senior Subordinated Notes .......          3,000
Other ..................................             32
                                           ------------
                                           $    578,532
                                           ============
</TABLE>

         In February 2001, the Company borrowed an additional $19.5 million on
its revolver.

         The 1999 credit facility is collateralized by essentially all the
assets of the Company. The terms of the credit facility restrict certain
activities of the Company, including the incurrence of additional indebtedness
and the payment of certain dividends. Accordingly, substantially all the assets
and operations of the Company are restricted as to transfer to CCI and may not
be available for dividends and/or debt service of CCI.

         The Company is a holding company with no assets or operations other
than its investments in its subsidiaries. The subsidiary guarantors are
wholly-owned subsidiaries of the Company and have fully and unconditionally
guaranteed the notes (the 10.5% senior subordinated notes, the 9.375% senior
subordinated notes, and the 9.875% senior subordinated notes) on a joint and
several basis. The subsidiary guarantors comprise all of the direct and indirect
subsidiaries of the Company, other than inconsequential subsidiaries. The
Company has not presented separate financial statements and other disclosures
concerning each subsidiary guarantor because management has determined that such
information is not material to investors.

         As of March 31, 2001, the Company was not in compliance with certain
financial covenants specified in its credit facility. The Company and the
lenders are currently negotiating a waiver of such violations.



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<PAGE>   9


6. SEVERANCE COSTS

         During the first quarter of 2001, the Company paid severance benefits
of $615,000, all of which were accrued during 2000, to 115 employees. There were
no other adjustments to the accrued benefits.









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<PAGE>   10



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

         Reference is made to the "Risk Factors" below for a discussion of
important factors that could cause actual results to differ from expectations
and any of our forward-looking statements contained herein. In some cases, you
can identify those so-called "forward-looking statements" by words such as
"may," "will," "should," "expects," "anticipates," "considering," "believe,"
"estimates," "predicts," "potential," or "continue" or the negative of those
words and other comparable words. In addition, the following discussion should
be read in conjunction with our audited consolidated financial statements as of
and for the year ended December 31, 2000.

OVERVIEW

         We do not believe the discussion and analysis of our historical
financial condition and results of operations set forth below are indicative nor
should they be relied upon as an indicator of our future performance.

         We have experienced significant growth in recent years primarily
through strategic acquisitions. Since July 1999, we more than doubled with the
acquisitions of Buford Group, Inc., adding approximately 170,000 basic
subscribers in July 1999, and Star Cable Associates, adding approximately 57,000
basic subscribers in February 2000. In the past, cash requirements for
acquisitions and capital expenditures have been provided primarily through our
financing activities.

         In order to fund these acquisitions and our capital expenditure
programs, we and our parent, CCI, have raised a significant amount of funds
through the sale of debt and equity securities and bank borrowings. CCI raised
approximately $261 million in net proceeds from the sale of $100 million of
common stock to Brera Classic, LLC in July 1999 and the sale of approximately
$181 million of common stock in its initial public offering in December 1999.
Since July 1999, we have increased our outstanding indebtedness to approximately
$579 million as of March 31, 2001 through the sale (including associated debt
repurchases) of $150 million of 9.375% senior subordinated notes due 2009 and
$225 million of 10.5% senior subordinated notes due 2010 and borrowings under
our senior credit facility of approximately $201 million as of March 31, 2001.

GENERAL

         REVENUES. Revenues are primarily attributable to monthly subscription
fees charged to subscribers for our basic, premium and digital cable television
product offerings. Basic revenues consist of monthly subscription fees for all
services, other than digital services and premium programming, as well as
monthly charges for customer equipment rental. Premium revenues consist of
monthly subscription fees for programming provided on a per channel basis.
Digital revenues consist the incremental revenues over and above our full basic
revenues for digital based programming. In addition, other revenues are derived
from:

          o    Installation and reconnection fees charged to basic subscribers
               to commence or reinstate service;

          o    pay-per-view charges;

          o    late payment fees;

          o    advertising revenues; and

          o    commissions related to the sale of merchandise by home shopping
               services.

         At March 31, 2001, our collective systems served approximately 375,000
basic subscribers, 219,000 premium subscribers and 31,000 digital subscribers.
We have a basic penetration rate of approximately 52%, a premium penetration
rate of approximately 58% and a digital penetration rate of approximately 9%.
The table below sets forth the percentage of our total revenues attributable to
the various sources for the year ended March 31, 2001:

<TABLE>
<CAPTION>
                                           QUARTER ENDED
                                              MARCH 31,
                                                2001
<S>                                       <C>
Basic                                                81%
Premium                                               9%
Digital                                               3%
Data                                                 --%
Other                                                 7%
                                           ------------
Total revenues                                      100%
                                           ============
</TABLE>


                                       10
<PAGE>   11



         OPERATING EXPENSES. Our operating expenses consist primarily of (a)
programming fees, (b) plant and operating costs, (c) general and administrative
expenses, (d) marketing costs, (e) corporate overhead, and (f) amortization and
depreciation of intangible assets and property, plant and equipment. Programming
fees have historically increased at rates in excess of inflation due to system
acquisitions and internal growth, as well as increases in the number, quality
and cost of programming services offered by us. Plant and operating costs
include expenses related to wages and employee benefits of technical personnel,
electricity, systems supplies, vehicles and other operating costs. General and
administrative expenses include wages and employee benefits for customer
service, accounting and administrative personnel, franchise fees and expenses
related to billing, payment processing, and office administration. Corporate
overhead consists primarily of expenses incurred by our executive management,
which are not directly attributable to any one system.

         NET LOSSES. The high level of depreciation and amortization associated
with our acquisitions and capital expenditures related to continued construction
and upgrading of the current systems, together with interest costs related to
our financing activities, have contributed to our net losses.

         EBITDA. EBITDA represents earnings before interest, taxes, depreciation
and amortization. EBITDA is not intended to be a performance measure that should
be regarded as an alternative to, or more meaningful than, either operating
income or net income as an indicator of operating performance or to the
statement of cash flows as a measure of liquidity; is not intended to represent
funds available for debt service, dividends, reinvestment or other discretionary
uses; and should not be considered in isolation or as a substitute for measures
of performance prepared in accordance with generally accepted accounting
principles.

         EBITDA is included herein because our management believes that EBITDA
is a meaningful measure of performance as it is commonly used by the cable
television industry and by the investment community to analyze and compare cable
television companies. Our definition of EBITDA may not be identical to similarly
titled measures reported by other companies.

         The following discussion pertains to our results of operations and
financial condition for the three months ended March 31, 2001 and 2000.

THREE MONTHS ENDED MARCH 31, 2001 VS. MARCH 31, 2000

         Revenues increased $2.7 million, or 6%, in 2001. Revenues increased
primarily due to increased subscribers resulting from acquisitions and basic
rate increases. The Star acquisition added approximately 57,000 subscribers in
February 2000. There was a rate increase of approximately 8% affecting
substantially all of our customers in February 2001, resulting in an
increase in basic revenues per subscriber of 4.1% from $31.42 to $32.70 period
to period. We have historically increased rates in February in order to offset
increases in operating costs such as programming which occur primarily in
January of each year.

         Operating expenses increased $7.4 million, or 16%, in 2001. Programming
expenses increased $2.4 million due to the continued escalation in rates charged
by programming vendors, the addition of new channels to our existing channel
lineups as well as an increase in the subscriber base over the same period in
2000. Plant and operating and general and administrative expenses decreased $0.7
million, or 8%, as a result of the assimilation of our acquisitions from 2000.
Depreciation and amortization expense in 2001 was $24.7 million, an increase of
$4.9 million over the same period in 2000. The increase represents the effect of
acquisitions and capital expenditures.

         Interest expense increased $1.4 million, or 10%, in 2001.

         Other income decreased $0.9 million in 2001. This decrease is primarily
the result of decreased interest income on cash reserves.

         The income tax benefit was $5.3 million in 2000. No income tax benefit
was recognized in 2001. The effective tax rates for 2001 and 2000 differ from
the statutory rates primarily due to increases in the valuation allowance on
deferred tax assets.



                                       11
<PAGE>   12


         In February 2000, the 1999 credit facility was amended resulting in an
extraordinary loss of $8.5 million ($5.5 million, net of taxes).

         As a result of the above described fluctuations in our results of
operations and extraordinary losses recognized in connection with the 2000
financing of debt, the net loss of $22.1 million in 2001 increased by $6.7
million, as compared to the net loss of $15.3 million in 2000.

LIQUIDITY AND CAPITAL RESOURCES

         The cable television industry is a capital intensive business that
generally requires financing for the upgrade, expansion and maintenance of the
technical infrastructure. Historically, we have funded our working capital
requirements, capital expenditures and acquisitions through a combination of
internally generated funds, long- and short-term borrowings and equity
contributions. The Company's ability to generate cash to meet its future needs
will depend generally on its results of operations and the continued
availability of external financing.

         For the three months ended March 31, 2000 and 2001, cash used in
operating activities totaled $0.7 million and $3.3 million, respectively; cash
used for investing activities totaled $125.4 million (including $111 million
related to the Star acquisition) and $27.4 million, respectively. Cash provided
by financing activities was $19.5 million for the three months ending March 31,
2001 and $80.4 million for the three months ending March 31, 2000. The Company's
aggregate outstanding borrowings as of March 31, 2001 were $579 million.

         For the three months ended March 31, 2000 and 2001, EBITDA totaled
$17.2 million and $17.5 million, respectively.

         Capital expenditures (excluding Star acquisition) for the three months
ended March 31, 2000 and 2001 were approximately $11.6 million and $14.3
million, respectively. This increase was primarily due to cable plant rebuilds
and upgrades to expand our digital product offerings.

         The Company expects to incur approximately $56.0 million in capital
expenditures in 2001.

         In February 2001, we borrowed an additional $19.5 million on our
revolver.

         All of our debt is fully and unconditionally guaranteed by our wholly
owned direct and indirect subsidiaries on a joint and several basis. There are
presently no restrictions on the ability of these subsidiaries to make
distributions to us.

         We have debt service requirements increasing from approximately $58
million in 2001 to $60 million in 2002 and remaining at this level through 2006.
Debt covenants dictate that we maintain certain ratios related to debt balances
and operating results in addition to limiting the amount that can be used for
capital expenditures. As discussed below, our ability to meet these covenants in
2001 will most likely require an amendment to our senior credit facility.

         We have not generated earnings sufficient to cover fixed charges,
however, in the past we have generated cash and obtained financing sufficient to
meet our debt service, working capital, capital expenditure and acquisition
requirements. In light of our existing fixed charges requirements and capital
expenditure plan, we will be required to obtain additional financing or complete
certain asset transactions to be able to generate funds sufficient to service
our obligations and continue our current business plan. There can be no
assurance that we will be able to obtain sufficient financing, or, if we were
able to do so, that the terms would be favorable to us.

         As of March 31, 2001, we were not in compliance with certain financial
covenants specified in its credit facility. We are in the process of negotiating
with our senior lending group to obtain both an amendment and certain waivers to
our current senior credit facility. These amendments will likely result in,
among other matters, the termination of the unused revolving loan commitment; a
significant shortening of the maturity dates for the revolving loans and term
loans; and a resetting of the financial covenants for a time period that may not
extend beyond December 31, 2001. If the financial covenants are not reset or
compliance with the covenants is not waived, particularly with respect to the
total debt to operating income ratio, we will default under the senior credit
facility. If such default were to occur, the lenders could take actions that
would adversely impact the liquidity, financial condition and results of
operations, including accelerating the amounts due under the credit facility and
causing cross-defaults under our public indentures. If our debt



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were accelerated under the current senior credit agreement, we would not have
sufficient liquidity to meet our obligations as they become due. Accordingly, we
would be required to refinance all or a portion of our indebtedness on or before
maturity. In such event, we cannot assure you that we will be able to refinance
any of our indebtedness on commercially reasonable terms or at all.

         On May 9, 2001, we signed a commitment letter with Credit Suisse First
Boston and Brera Classic II, LLC, an affiliate of Brera Capital Partners Limited
Partnership, to provide $75 million of senior second secured loans. This credit
facility, with the consent of the initial lenders, can be expanded up to a total
size of $148.5 million. The senior second secured loans will require the prior
approval of our senior lending group, which has not yet been obtained. The
Company is also considering other alternatives to improve its liquidity
position, including the sale of certain of its small cable systems which would
also require additional waivers or amendments to the senior credit facility.

         If we are unable to arrange additional financing or improve our
liquidity position by some other means, there is serious doubt that we will be
able to continue our operations as they are currently conducted. Such events
would materially and adversely affect our business, financial condition and
results of operations and could require we sell significant assets or
discontinue certain operations.

         We have recently received a letter from the holders of the 9.875%
senior subordinated notes, which asserts that we are in default of certain
covenants with respect to unspecified incurrences of indebtedness by us. We
firmly believe that we are not in default of these covenants.

INTANGIBLES

         At March 31, 2001, we have recorded net intangible assets of $389
million, 54% of total assets. These assets arose during the acquisition of cable
systems throughout our history. These intangible assets are amortized over their
estimated useful lives. We review the valuation and amortization periods of
these intangibles on a periodic basis, taking into consideration any events or
circumstances that might result in diminished fair value or revised useful life.
No events or circumstances have occurred to warrant a diminished fair value or
reduction in the useful life of the intangible assets.

RISK FACTORS

         WE HAVE HAD A HISTORY OF NET LOSSES AND EXPECT TO CONTINUE TO REPORT
NET LOSSES FOR THE FORESEEABLE FUTURE.

         We have grown rapidly and have a limited history of operating our
current cable systems, which may make it difficult for you to evaluate our
performance. We acquired a substantial portion of our operations in early 1999
and 2000. In addition, the Star and Buford acquisitions more than doubled the
number of subscribers served by our cable systems. As a result, you have limited
information upon which to evaluate our performance in managing our current cable
systems, and our historical financial information may not be indicative of the
future results we can achieve with our cable systems.

         WE HAVE SUBSTANTIAL EXISTING DEBT AND MAY INCUR SUBSTANTIAL ADDITIONAL
DEBT, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO OBTAIN FINANCING IN THE FUTURE
AND REQUIRE OUR OPERATING SUBSIDIARIES TO APPLY A SUBSTANTIAL PORTION OF THEIR
CASH FLOW TO DEBT SERVICE.

         Our total debt as of March 31, 2001 was approximately $579 million. Our
interest expense for the quarter ended March 31, 2001 was $15 million.

         This high level of debt and our debt service obligations could have
material consequences, including:

          o    we may have difficulty borrowing money for working capital,
               capital expenditures, acquisitions or other purposes;
          o    we may need to use a large portion of our revenues to pay
               interest on borrowings under the senior credit facility and our
               senior subordinated notes, which will reduce the amount of money
               available to finance our operations, capital expenditures and
               other activities;
          o    some of our debt has a variable rate of interest, which may
               expose us to the risk of increased interest rates;
          o    we may be more vulnerable to economic downturns and adverse
               developments in our business;
          o    we may be less flexible in responding to changing business and
               economic conditions, including increased competition and demand
               for new products and services;


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          o    we may be at a disadvantage when compared to those of our
               competitors that have less debt; and
          o    we may not be able to implement our strategy.

         A DEFAULT UNDER OUR INDENTURES OR OUR SENIOR CREDIT FACILITY COULD
RESULT IN AN ACCELERATION OF OUR INDEBTEDNESS.

         The indentures governing our senior subordinated notes and the senior
credit facility contain numerous financial and operating covenants. The breach
of any of these covenants will result in a default under the applicable
indenture or the senior credit agreement which could result in the indebtedness
under our indentures or agreements becoming immediately due and payable.

         THE TERMS OF OUR INDEBTEDNESS COULD MATERIALLY LIMIT OUR FINANCIAL AND
OPERATING FLEXIBILITY.

         Several of the covenants contained in our indentures and our subsidiary
credit facilities could materially limit our financial and operating flexibility
by restricting, among other things, our ability to:

          o    incur additional indebtedness;
          o    create liens and other encumbrances;
          o    pay dividends and make other payments, investments, loans and
               guarantees;
          o    enter into transactions with related parties;
          o    sell or otherwise dispose of assets and merge or consolidate with
               another entity;
          o    repurchase or redeem capital stock or debt;
          o    pledge assets; and
          o    issue capital stock.

         WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL CAPITAL TO CONTINUE THE
DEVELOPMENT OF OUR BUSINESS.

         Our business requires substantial capital for the upgrade, expansion
and maintenance of our cable systems. We may not be able to obtain the funds
necessary to finance our capital improvement program through internally
generated funds, additional borrowings or other sources. If we are unable to
obtain these funds, our growth could be adversely affected.

         WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY IN THE HIGHLY COMPETITIVE
CABLE INDUSTRY.

         Our industry is highly competitive. The nature and level of the
competition we face affects, among other things, how much we must spend to
upgrade our cable systems, how much we must spend on marketing and promotions
and the prices we can charge our customers. We may not have the resources
necessary to compete effectively. Many of our present and potential competitors
may have fewer regulatory burdens, substantially greater resources, greater
brand name recognition and long-standing relationships with regulatory
authorities. We expect advancements in communications technology, as well as
changes in the marketplace, to occur in the future which may compete with
services that our cable systems offer. The success of these ongoing and future
developments could have an adverse impact on our business and operations.

         Continued growth of direct broadcast satellite operators could
adversely affect our growth and profitability. Direct broadcast satellite
operators have grown at a rate far exceeding the cable television industry
growth rate and have emerged as a significant competitor to cable operators.
Direct broadcast satellite service consists of television programming
transmitted via high-powered satellites to individual homes, each served by a
small satellite dish. The continued growth of direct broadcast satellite
operators may adversely affect our growth and profitability.

         Legislation permitting direct broadcast satellite operators to transmit
local broadcast signals was enacted on November 29, 1999. This eliminated a
significant competitive advantage which cable system operators have had over
direct broadcast satellite operators. Direct broadcast satellite operators
deliver local broadcast signals in many markets which we serve. These companies
and others are also developing ways to bring advanced communications services to
their customers. They are currently offering satellite-delivered high-speed
Internet access services with a telephone return path and are beginning to
provide true two-way interactivity. We are unable to predict the effects these
competitive developments might have on our business and operations.



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<PAGE>   15



         RECENT CHANGES IN THE REGULATORY ENVIRONMENT MAY INTRODUCE ADDITIONAL
COMPETITORS IN OUR MARKETS.

         Recent changes in federal law and recent administrative and judicial
decisions have removed restrictions that have limited entry into the cable
television industry by potential competitors such as telephone companies and
registered utility holding companies. As a result, competition may materialize
in our franchise areas from other cable television operators, other video
programming distribution systems and other broadband telecommunications services
to the home. For example, these developments will enable local telephone and
utility companies to provide a wide variety of video services in their service
areas which will be directly competitive with the services provided by cable
systems in the same area.

         OUR FRANCHISES ARE NON-EXCLUSIVE AND LOCAL FRANCHISING AUTHORITIES MAY
GRANT COMPETING FRANCHISES IN OUR MARKETS.

         Our cable systems are operated under non-exclusive franchises granted
by local franchising authorities. As a result, competing operators of cable
systems and other potential competitors, such as municipal utility providers,
may be granted franchises and may build cable systems in markets where we hold
franchises. Any such competition could adversely affect our business. The
existence of multiple cable systems in the same geographic area is generally
referred to as an overbuild. While we currently face overbuilds in a limited
number of our markets, we are unable to predict whether competitors will develop
in other franchise areas that we serve. Moreover, we are unable to predict the
impact these competitive ventures might have on our business and operations.

         WE MAY BE REQUIRED TO PROVIDE ACCESS TO OUR NETWORKS TO OTHER INTERNET
SERVICE PROVIDERS, WHICH COULD SIGNIFICANTLY INCREASE OUR COMPETITION AND
ADVERSELY AFFECT OUR ABILITY TO PROVIDE NEW PRODUCTS AND SERVICES.

         The U.S. Congress and the Federal Communications Commission have been
asked to require cable operators to provide access over their cable systems to
other Internet service providers. If we are required to provide open access, it
could prohibit us from entering into or limit our existing agreements with
Internet service providers, adversely impact our anticipated revenues from
high-speed Internet access services and complicate marketing and technical
issues associated with the introduction of these services. To date, the U.S.
Congress and the Federal Communications Commission have declined to impose these
requirements. This same open access issue is also being considered by some local
franchising authorities and several courts. Franchise renewals and transfers
could become more difficult depending upon the outcome of this issue.

         OUR FRANCHISES ARE SUBJECT TO NON-RENEWAL OR TERMINATION BY LOCAL
AUTHORITIES, WHICH COULD CAUSE US TO LOSE OUR RIGHT TO OPERATE SOME OF OUR
SYSTEMS.

         Cable television companies operate under non-exclusive franchises
granted by local authorities that are subject to renewal, renegotiation and
termination from time to time. Our cable systems are dependent upon the
retention and renewal of their respective local franchises. We may not be able
to retain or renew our franchises and any renewals may not be on terms favorable
to us. The non-renewal or termination of franchises with respect to a
significant portion of any of our cable systems would have a material adverse
effect on our business.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Information for this item is omitted pursuant to SEC General
Instruction H to form 10-Q.





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<PAGE>   16



PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         There are no material pending legal proceedings to which we are a party
or to which any of our respective properties are subject.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

         Information for this item is omitted pursuant to SEC General
Instruction H to form 10-Q.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         Information for this item is omitted pursuant to SEC General
Instruction H to form 10-Q.

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

         Information for this item is omitted pursuant to SEC General
Instruction H to form 10-Q.

ITEM 5 - OTHER INFORMATION

         None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.

             None

         (b) Reports on Form 8-K.

             None










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<PAGE>   17



SIGNATURES

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


                                CLASSIC CABLE, INC.


Date: May 15, 2001              /s/ JIMMIE TAYLOR
                                -------------------------
                                Jimmie Taylor
                                Chief Financial Officer



















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