##### Table of Contents



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

FORM 10-Q/A

|       |  |                                                                                         
|------ |  | ----------------------------------------------------------------------------------------
|[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 333-43157

NORTHLAND CABLE TELEVISION, INC.

---

(Exact name of registrant as specified in its charter)


|                                                |  |                                     
|----------------------------------------------- |  | ------------------------------------
|STATE OF WASHINGTON                             |  | 91-1311836                          
|                                                |  |                                     
|(State or other jurisdiction of incorporation ) |  | (I.R.S. Employer Identification No.)

AND SUBSIDIARY GUARANTOR:

NORTHLAND CABLE NEWS, INC.

---

(Exact name of registrant as specified in its charter)


|                                                  |  |                                     
|------------------------------------------------- |  | ------------------------------------
|STATE OF WASHINGTON                               |  | 91-1638891                          
|                                                  |  |                                     
|(State or other jurisdiction of incorporation)    |  | (I.R.S. Employer Identification No.)
|                                                  |  |                                     
|1201 THIRD AVENUE, SUITE 3600
SEATTLE, WASHINGTON |  | 98101                               
|                                                  |  |                                     
|(Address of principal executive offices)          |  | (Zip Code)                          

Registrants telephone number, including area code: (206) 621-1351

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   [   ]

This filing contains 19 pages. Exhibits index appears on page 14.





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TABLE OF CONTENTS



|                               |                                                                                               |                                                                                       |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART 1  FINANCIAL INFORMATION
|                               | ITEM 1. Financial Statements                                                                 
|                               |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                                                
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                      
|                               |                                                                                               | NOTES TO UNAUDITED FINANCIAL STATEMENTS                                              
|                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                               | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                            
|                               | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II  OTHER INFORMATION   
|                               | ITEM 1 Legal proceedings                                                                     
|                               | ITEM 2 Changes in securities                                                                 
|                               | ITEM 3 Defaults upon senior securities                                                       
|                               | ITEM 4 Submission of matters to a vote of security holders                                   
|                               | ITEM 5 Other information                                                                     
|                               | ITEM 6 Exhibits and Reports on Form 8-K                                                      
|SIGNATURES                    
|EXHIBIT 99.1                  
|EXHIBIT 99.2                  



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##### Table of Contents












PART 1  FINANCIAL INFORMATION

ITEM 1. Financial Statements

NORTHLAND CABLE TELEVISION, INC. AND SUBSIDIARY
(A wholly owned subsidiary of Northland Telecommunications Corporation)
CONDENSED CONSOLIDATED BALANCE SHEETS  (UNAUDITED)

|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |              |             |             |             |  
|---------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | --------------------------- | ----------- | ----------- | ----------- | ------------ | ----------- | ----------- | ----------- | -
|                                                                                                     |                                                                                                                                         |                                                 |                             |             | March 31,   |             | December 31,
|                                                                                                     |                                                                                                                                         |                                                 |                             |             | 2001        |             | 2000        
|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |             
|                                                                                                     |                                                                                                                                         |                                                 |                             |             | (restated)  |             |              |             |            
|ASSETS                                                                                               |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|Current Assets:                                                                                      |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|                                                                                                     | Cash                                                                                                                                    |                                                 | $                           | 3,079,389   |             |             | $            | 2,551,425   |            
|                                                                                                     | Due from affiliates                                                                                                                     |                                                 |                             | 1,470,149   |             |             |              | 1,160,446   |            
|                                                                                                     | Accounts receivable                                                                                                                     |                                                 |                             | 2,067,444   |             |             |              | 2,187,586   |            
|                                                                                                     | Prepaid expenses                                                                                                                        |                                                 |                             | 614,057     |             |             |              | 571,020     |            
|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|                                                                                                     |                                                                                                                                         | Total current assets                            |                             |             | 7,231,039   |             |              |             | 6,470,477   |            
|Investment in Cable Television Properties:                                                           |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|Property and equipment, net of accumulated
depreciation of $50,055,380 and $48,199,085,
respectively |                                                                                                                                         |                                                 | 57,870,775                  |             |             |             | 56,038,530   |            
|Franchise agreements, net of accumulated
amortization of $42,645,680 and $40,107,541,
respectively   |                                                                                                                                         |                                                 | 60,744,906                  |             |             |             | 63,283,045   |            
|Goodwill, net of accumulated
amortization of $2,436,771 and $2,393,494,
respectively                 |                                                                                                                                         |                                                 | 4,487,662                   |             |             |             | 4,530,939    |            
|Other intangible assets, net of accumulated
amortization of $5,102,484 and $5,706,249,
respectively  |                                                                                                                                         |                                                 | 5,344,056                   |             |             |             | 5,674,683    |            
|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|                                                                                                     |                                                                                                                                         | Total investment in cable television properties |                             |             | 128,447,399 |             |              |             | 129,527,197 |            
|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|                                                                                                     |                                                                                                                                         | Total assets                                    |                             | $           | 135,678,438 |             |              | $           | 135,997,674 |            
|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|Current Liabilities:                                                                                 |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|                                                                                                     | Accounts payable                                                                                                                        |                                                 |                             | 84,344      |             |             |              | 754,908     |            
|                                                                                                     | Accrued expenses                                                                                                                        |                                                 |                             | 8,141,596   |             |             |              | 6,951,496   |            
|                                                                                                     | Converter deposits                                                                                                                      |                                                 |                             | 129,813     |             |             |              | 122,674     |            
|                                                                                                     | Subscriber prepayments                                                                                                                  |                                                 |                             | 2,050,803   |             |             |              | 1,549,945   |            
|                                                                                                     | Due to affiliates                                                                                                                       |                                                 |                             | 644,538     |             |             |              | 103,098     |            
|                                                                                                     | Interest rate swaps                                                                                                                     |                                                 |                             | 1,485,846   |             |             |              |            |            
|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|                                                                                                     |                                                                                                                                         |                                                 | Total current liabilities   |             |             | 12,536,940  |              |             |             | 9,482,121   |  
|Notes payable                                                                                        |                                                                                                                                         |                                                 | 183,540,000                 |             |             |             | 182,540,000  |            
|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|                                                                                                     |                                                                                                                                         |                                                 | Total liabilities           |             |             | 196,076,940 |              |             |             | 192,022,121 |  
|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|Shareholders Deficit:                                                                               |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|                                                                                                     | Common stock (par value $1.00 per share, authorized
50,000 shares; 10,000 shares issued and outstanding)
and additional paid-in capital |                                                 |                             | 11,560,527  |             |             |              | 11,560,527  |            
|                                                                                                     | Accumulated deficit                                                                                                                     |                                                 |                             | (72,544,029 | )           |             |              | (67,584,974 | )          
|                                                                                                     | Accumulated other comprehensive income                                                                                                  |                                                 |                             | 585,000     |             |             |              |            |            
|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|                                                                                                     |                                                                                                                                         |                                                 | Total shareholders deficit |             |             | (60,398,502 | )            |             |             | (56,024,447 | )
|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |              |            
|Total liabilities and shareholders deficit                                                          |                                                                                                                                         | $                                               | 135,678,438                 |             |             | $           | 135,997,674  |            
|                                                                                                     |                                                                                                                                         |                                                 |                             |             |             |             |              |            

The accompanying notes are an integral part of these consolidated balance sheets.





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NORTHLAND CABLE TELEVISION, INC. AND SUBSIDIARY
(A wholly owned subsidiary of Northland Telecommunications Corporation)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME (LOSS)- (UNAUDITED)

|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |            |   |  |            | 
|---------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------- | ---------- | -------------------------- | -------- | ------------------------------------ | ---------- | ---------- | - |  | ---------- | 
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          | For the three months ended March 31,
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                     
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          | 2001                                 |            | 2000      
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          | (restated)                           |            |            |   | 
|Revenues:                          |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|                                   | Service revenues                                                                                                                                                               |                                                                                                      | $          | 15,405,655                 |          |                                      | $          | 14,732,100 |  
|                                   | Programming and production revenues from affiliates                                                                                                                            |                                                                                                      |            |                           |          |                                      |            | 107,909    |  
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|                                   |                                                                                                                                                                                |                                                                                                      |            | Total Revenues             |          |                                      | 15,405,655 |            |   |  | 14,840,009 | 
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|Expenses:                          |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|                                   | Cable system operations (including
$85,016 and $77,611, net paid to affiliates
in 2001 and 2000, respectively), excluding depreciation
and amortization expense recorded below |                                                                                                      |            | 5,494,858                  |          |                                      |            | 5,150,059  |  
|                                   | General and administrative (including
$833,203 and $590,539, net paid to affiliates
in 2001 and 2000, respectively)                                                            |                                                                                                      |            | 2,356,208                  |          |                                      |            | 2,698,890  |  
|                                   | Management fees paid to parent                                                                                                                                                 |                                                                                                      |            | 769,649                    |          |                                      |            | 733,397    |  
|                                   | Depreciation and amortization                                                                                                                                                  |                                                                                                      |            | 5,063,473                  |          |                                      |            | 4,851,334  |  
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|                                   |                                                                                                                                                                                |                                                                                                      |            | Total operating expenses   |          |                                      | 13,684,188 |            |   |  | 13,433,680 | 
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|Income from operations             |                                                                                                                                                                                |                                                                                                      | 1,721,467  |                            |          |                                      | 1,406,329  |           
|Other income (expense):            |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|                                   | Interest expense                                                                                                                                                               |                                                                                                      |            | (4,642,614                 | )        |                                      |            | (4,411,080 | )
|                                   | Unrealized loss on interest rate swaps                                                                                                                                         |                                                                                                      |            | (2,070,846                 | )        |                                      |            |           |  
|                                   | Interest income and other                                                                                                                                                      |                                                                                                      |            | 32,938                     |          |                                      |            | 44,786     |  
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|                                   |                                                                                                                                                                                |                                                                                                      | (6,680,522 | )                          |          |                                      | (4,366,294 | )         
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|Net loss                           |                                                                                                                                                                                | $                                                                                                    | (4,959,055 | )                          |          | $                                    | (2,959,965 | )         
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|Other comprehensive income (loss): |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|                                   |                                                                                                                                                                                | Cumulative effect of change in accounting principle                                                  |            |                            | 689,000  |                                      |            |            |  | 
|                                   |                                                                                                                                                                                | Reclassification of accumulated other comprehensive
income to unrealized loss on interest rate swaps |            |                            | (104,000 | )                                    |            |            |  | 
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|                                   |                                                                                                                                                                                |                                                                                                      |            | Other comprehensive income |          |                                      | 585,000    |            |   |  |           | 
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           
|Total comprehensive loss           |                                                                                                                                                                                | $                                                                                                    | (4,374,055 | )                          |          | $                                    | (2,959,965 | )         
|                                   |                                                                                                                                                                                |                                                                                                      |            |                            |          |                                      |            |           

The accompanying notes are an integral part of these consolidated statements.





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NORTHLAND CABLE TELEVISION, INC. AND SUBSIDIARY
(A wholly owned subsidiary of Northland Telecommunications Corporation)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)

|                                                                            |                                                    |                                       |            |                                      |          |      |            |           |         |  
|--------------------------------------------------------------------------- | -------------------------------------------------- | ------------------------------------- | ---------- | ------------------------------------ | -------- | ---- | ---------- | --------- | ------- | -
|                                                                            |                                                    |                                       |            | For the three months ended March 31,
|                                                                            |                                                    |                                       |            |                                     
|                                                                            |                                                    |                                       |            | 2001                                 |          | 2000
|                                                                            |                                                    |                                       |            |                                      |          |     
|                                                                            |                                                    |                                       |            | (restated)                           |          |      |            |          
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                    |                                       |            |                                      |          |      |            |          
|Net loss                                                                    |                                                    | $                                     | (4,959,055 | )                                    |          | $    | (2,959,965 | )        
|Adjustments to reconcile net loss to
cash provided by operating activities: |                                                    |                                       |            |                                      |          |      |            |          
|                                                                            | Depreciation and amortization                      |                                       |            | 5,063,473                            |          |      |            | 4,851,334 |        
|                                                                            | Unrealized loss on interest rate swaps             |                                       |            | 2,070,846                            |          |      |            |          |        
|                                                                            | Amortization of loan costs                         |                                       |            | 167,995                              |          |      |            | 230,946   |        
|                                                                            | Loss (gain) on disposal of assets                  |                                       |            | 3,189                                |          |      |            | (5,366    | )      
|                                                                            | (Increase) decrease in operating assets:           |                                       |            |                                      |          |      |            |           |        
|                                                                            |                                                    | Accounts receivable                   |            |                                      | 120,142  |      |            |           | 253,571 |  
|                                                                            |                                                    | Prepaid expenses                      |            |                                      | (43,037  | )    |            |           | (69,830 | )
|                                                                            |                                                    | Due from affiliates                   |            |                                      | (309,703 | )    |            |           | (53,792 | )
|                                                                            | Increase (decrease) in operating liabilities       |                                       |            |                                      |          |      |            |           |        
|                                                                            |                                                    | Accounts payable and accrued expenses |            |                                      | 519,536  |      |            |           | 797,906 |  
|                                                                            |                                                    | Due to affiliates                     |            |                                      | 541,440  |      |            |           | 720,085 |  
|                                                                            |                                                    | Converter deposits                    |            |                                      | 7,139    |      |            |           | 871     |  
|                                                                            |                                                    | Subscriber prepayments                |            |                                      | 500,858  |      |            |           | 524,637 |  
|                                                                            |                                                    |                                       |            |                                      |          |      |            |          
|Net cash provided by operating activities                                   |                                                    |                                       | 3,682,823  |                                      |          |      | 4,290,397  |          
|                                                                            |                                                    |                                       |            |                                      |          |      |            |          
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                    |                                       |            |                                      |          |      |            |          
|Acquisition of cable systems                                                |                                                    |                                       |           |                                      |          |      | (3,100,000 | )        
|Investment in cable television properties                                   |                                                    |                                       | (4,135,974 | )                                    |          |      | (902,426   | )        
|Proceeds from disposal of assets                                            |                                                    |                                       | 3,856      |                                      |          |      | 12,100     |          
|Franchise agreements and other intangibles                                  |                                                    |                                       | (22,741    | )                                    |          |      | (1,800     | )        
|                                                                            |                                                    |                                       |            |                                      |          |      |            |          
|Net cash used in investing activities                                       |                                                    |                                       | (4,154,859 | )                                    |          |      | (3,992,126 | )        
|                                                                            |                                                    |                                       |            |                                      |          |      |            |          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                    |                                       |            |                                      |          |      |            |          
|Proceeds from notes payable                                                 |                                                    |                                       | 1,000,000  |                                      |          |      | 3,100,000  |          
|Principal payments on borrowings, net                                       |                                                    |                                       |           |                                      |          |      | (750,000   | )        
|                                                                            |                                                    |                                       |            |                                      |          |      |            |          
|Net cash provided by financing activities                                   |                                                    |                                       | 1,000,000  |                                      |          |      | 2,350,000  |          
|INCREASE IN CASH                                                            |                                                    |                                       | 527,964    |                                      |          |      | 2,648,271  |          
|CASH, beginning of period                                                   |                                                    |                                       | 2,551,425  |                                      |          |      | 1,366,050  |          
|                                                                            |                                                    |                                       |            |                                      |          |      |            |          
|CASH, end of period                                                         |                                                    | $                                     | 3,079,389  |                                      |          | $    | 4,014,321  |          
|                                                                            |                                                    |                                       |            |                                      |          |      |            |          
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                           |                                                    |                                       |            |                                      |          |      |            |          
|                                                                            | Cash paid during the period for interest           |                                       | $          | 2,050,607                            |          |      | $          | 1,645,247 |        
|                                                                            |                                                    |                                       |            |                                      |          |      |            |          
|                                                                            | Cash paid during the period for state income taxes |                                       | $          | 5,651                                |          |      | $          | 15,924    |        
|                                                                            |                                                    |                                       |            |                                      |          |      |            |          

The accompanying notes are an integral part of these consolidated statements.





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NORTHLAND CABLE TELEVISION, INC. AND SUBSIDIARY
(A wholly owned subsidiary of Northland Telecommunications Corporation)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2001
(Unaudited)

(1)  BASIS OF PRESENTATION:

Interim Financial Reporting

These restated condensed consolidated unaudited financial statements are being
filed in conformity with Rule 10-01 of Regulation S-X regarding interim
financial statement disclosure and do not contain all of the necessary footnote
disclosures required for a fair presentation of the balance sheets, statements
of operations and statements of cash flows in conformity with generally
accepted accounting principles. However, in the opinion of management, this
data includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the Companys financial position at March 31, 2001,
its statements of operations and cash flows for the three months ended March
31, 2001 and 2000. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year. These financial
statements and notes should be read in conjunction with the Companys Annual
Report on Form 10-K for the year ended December 31, 2000.

Restated Financial Statements

In July of 2002, management of Northland Cable Television, Inc. and Subsidiary
(the Company) became aware of a misclassification in the Companys financial
statements as of, and for the year ended December 31, 2001, the quarterly
periods within 2001 and for the quarter ended March 31, 2002. The
misclassification relates to the implementation of Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activity, on January 1, 2001 for those interest rate swap agreements
that existed at implementation. Correction of this misclassification resulted
in the initial reclassification in the first quarter of 2001 of a non-cash item
from the Companys statement of operations to other comprehensive income in
2001, and included as accumulated other comprehensive income, a component of
shareholders deficit. Subsequent to the initial reclassification, the
reclassified amount is thereafter recorded in the restated statements of
operations through the third quarter of 2002. This correction has no impact on
income from operations, earnings before interest, taxes, depreciation and
amortization (EBITDA) or the Companys calculations of or compliance with the
restrictive covenants under the terms of its loan agreement for the periods
affected, nor does it affect total shareholders deficit at any date.

As of January 1, 2001 the Company had two interest rate swap agreements that
expire in August of 2002. Upon implementation of SFAS No. 133, the Company
recognized $689,000 as a non-cash, cumulative effect of change in accounting
principle in its statement of operations, which represented the fair market
value of these interest rate swap agreements at January 1, 2001. This amount
should have been classified as a component of accumulated other comprehensive
income on the balance sheet upon implementation, and then be amortized into
earnings over the remaining term of the swap agreements. Other than the impact
of this misclassification in the initial implementation of SFAS No. 133
management believes its ongoing accounting for interest rate swap agreements
has been proper.





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Management and the Board of Directors of the Company concluded that it was in
the best interest of the Company to reissue the financial statements for the
periods affected by this misclassification and the financial statements
presented in this filing have been restated as follows to correct for this
matter:

|                           |                                        |                       |             |                      |             |             |             |             |             |  
|-------------------------- | -------------------------------------- | --------------------- | ----------- | -------------------- | ----------- | ----------- | ----------- | ----------- | ----------- | -
|                           |                                        |                       |             | As of March 31, 2001
|                           |                                        |                       |             |                     
|                           |                                        |                       |             | As Reported          |             | As Restated
|                           |                                        |                       |             |                      |             |            
|BALANCE SHEET INFORMATION: |                                        |                       |             |                      |             |             |             |            
|Total assets               |                                        | $                     | 135,678,438 |                      |             | $           | 135,678,438 |            
|                           |                                        |                       |             |                      |             |             |             |            
|Total liabilities          |                                        | $                     | 196,076,940 |                      |             | $           | 196,076,940 |            
|                           |                                        |                       |             |                      |             |             |             |            
|Shareholders deficit:     |                                        |                       |             |                      |             |             |             |            
|                           | Common stock                           |                       | $           | 11,560,527           |             |             | $           | 11,560,527  |            
|                           | Accumulated deficit                    |                       |             | (71,959,029          | )           |             |             | (72,544,029 | )          
|                           | Accumulated other comprehensive income |                       |             |                     |             |             |             | 585,000     |            
|                           |                                        |                       |             |                      |             |             |             |            
|                           |                                        | Shareholders deficit |             | $                    | (60,398,502 | )           |             | $           | (60,398,502 | )
|                           |                                        |                       |             |                      |             |             |             |            

|                                                                                                                  |                                                                                                                |                            |            |                                   |   |             |            |          |         | 
|----------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | -------------------------- | ---------- | --------------------------------- | - | ----------- | ---------- | -------- | ------- | 
|                                                                                                                  |                                                                                                                |                            |            | Three Months Ended March 31, 2001
|                                                                                                                  |                                                                                                                |                            |            |                                  
|                                                                                                                  |                                                                                                                |                            |            | As Reported                       |   | As Restated
|                                                                                                                  |                                                                                                                |                            |            |                                   |   |            
|INCOME STATEMENT INFORMATION:                                                                                     |                                                                                                                |                            |            |                                   |   |             |            |         
|Service revenues                                                                                                  |                                                                                                                | $                          | 15,405,655 |                                   |   | $           | 15,405,655 |         
|Income from operations                                                                                            |                                                                                                                | $                          | 1,721,467  |                                   |   | $           | 1,721,467  |         
|Unrealized loss on interest rate swap agreements, (originally
presented as a component of other income (expense)) |                                                                                                                |                            | (2,174,846 | )                                 |   |             | (2,070,846 | )       
|                                                                                                                  |                                                                                                                |                            |            |                                   |   |             |            |         
|Net loss before cumulative effect of change in accounting principle                                               |                                                                                                                |                            | (5,063,055 | )                                 |   |             | (4,959,055 | )       
|Cumulative effect of change in accounting principle                                                               |                                                                                                                |                            | 689,000    |                                   |   |             |           |         
|                                                                                                                  |                                                                                                                |                            |            |                                   |   |             |            |         
|Net loss                                                                                                          |                                                                                                                |                            | (4,374,055 | )                                 |   |             | (4,959,055 | )       
|                                                                                                                  |                                                                                                                |                            |            |                                   |   |             |            |         
|Other comprehensive income (loss):                                                                                |                                                                                                                |                            |            |                                   |   |             |            |         
|                                                                                                                  | Cumulative effect of change in accounting principle                                                            |                            |            |                                  |   |             |            | 689,000  |        
|                                                                                                                  | Reclassification of accumulated other comprehensive income to
unrealized loss on interest rate swap agreements |                            |            |                                  |   |             |            | (104,000 | )      
|                                                                                                                  |                                                                                                                |                            |            |                                   |   |             |            |         
|                                                                                                                  |                                                                                                                | Other comprehensive income |            |                                   |  |             |            |          | 585,000 | 
|                                                                                                                  |                                                                                                                |                            |            |                                   |   |             |            |         
|Total comprehensive loss                                                                                          |                                                                                                                | $                          | (4,374,055 | )                                 |   | $           | (4,374,055 | )       
|                                                                                                                  |                                                                                                                |                            |            |                                   |   |             |            |         





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##### Table of Contents



(2)  NORTHLAND CABLE NEWS:

Northland Cable News, Inc. (NCN), a wholly owned subsidiary of the Company,
develops and distributes local news, sports and information programming to
Northland Cable Television, Inc. and certain of the Companys affiliates. The
Companys payment obligations under the $100 million of senior notes are fully
and unconditionally, jointly and severally guaranteed on a senior subordinated
basis by NCN. The guarantee of NCN is subordinated to the prior payment in full
of all senior debt of NCN (as of March 31, 2001, NCN had no senior debt
outstanding) and the amounts for which NCN will be liable under the guarantee
issued from time to time with respect to senior debt. Separate financial
statements of NCN have not been presented because management believes that they
would not be material to financial statement readers. Summary financial
information of NCN is presented below.

|                                                                                                          |  |                                      |        |      |  |   |          |  
|--------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------ | ---- |  | - | -------- | -
|                                                                                                          |  | For the three months ended March 31,
|                                                                                                          |  |                                     
|                                                                                                          |  | 2001                                 |        | 2000
|                                                                                                          |  |                                      |        |     
|INCOME STATEMENT INFORMATION:                                                                             |  |                                      |        |      |  |   |          |  
|Revenues from affiliates (including $105,525
of intercompany revenue eliminated in
consolidation in 2000) |  | $                                    |       |      |  | $ | 213,434  |  
|Operating expenses                                                                                        |  |                                      | (2,552 | )    |  |   | (179,290 | )
|Other, net                                                                                                |  |                                      |       |      |  |   | (10,882  | )
|                                                                                                          |  |                                      |        |      |  |   |          |  
|Net loss (income)                                                                                         |  | $                                    | (2,552 | )    |  | $ | 23,262   |  
|                                                                                                          |  |                                      |        |      |  |   |          |  

|                               |  |           |            |              |  |   |            |  
|------------------------------ |  | --------- | ---------- | ------------ |  | - | ---------- | -
|                               |  | March 31, |            | December 31,
|                               |  | 2001      |            | 2000        
|                               |  |           |            |             
|BALANCE SHEET INFORMATION:     |  |           |            |              |  |   |            |  
|Current assets                 |  |           | 2,156,548  |              |  |   | 2,229,287  |  
|Less: intercompany elimination |  |           | (1,971,763 | )            |  |   | (2,018,237 | )
|                               |  |           |            |              |  |   |            |  
|Total assets                   |  | $         | 184,785    |              |  | $ | 211,050    |  
|                               |  |           |            |              |  |   |            |  
|Total liabilities              |  | $         |           |              |  | $ | 70,188     |  
|                               |  |           |            |              |  |   |            |  

(3) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards (SFAS) No. 133  In June 1998, the
Financial Accounting Standards Board issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities (SFAS 133) and in June 2000
issued SFAS No. 138, amendment of SFAS 133. These statements establish
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded on the balance sheet as either an asset or liability measured at its
fair value. These statements require that changes in the derivatives fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met.





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##### Table of Contents



Pursuant to SFAS No. 137, Accounting for Derivative Instruments and Hedging
Activities  Deferral of the Effective Date of FASB No. 133  an Amendment to
FASB Statement No. 133, the effective date of SFAS No. 133 has been deferred
until fiscal years beginning after January 15, 2000. SFAS No. 133 cannot be
applied retroactively. SFAS No. 133 must be applied to (a) derivative
instruments and (b) certain derivative instruments embedded in hybrid contracts
that were issued, acquired, or substantively modified after December 31, 1998
(and, at the Companys election, before January 1, 1999).

The Company has elected not to designate its derivatives as hedges under SFAS
133. Accordingly, the Company has recorded a liability equal to the fair value
of its derivatives, $689,000 as other comprehensive income related to the
cumulative effect of a change in accounting principle, which is being amortized
into earnings over the life of the interest rate swap agreements, and other
expense of $2,070,846 due to the change in value of its derivatives during the
period, offset by the amortization of the change in accounting principle of
$104,000.





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##### Table of Contents



PART I (continued)




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

RESTATEMENT

As discussed in Note 1 to the condensed consolidated financial statements, in
July of 2002, management of the Company became aware of a misclassification in
the Companys financial statements as of, and for the year ended December 31,
2001, the quarterly periods within 2001 and for the quarter ended March 31,
2002. The misclassification relates to the implementation of Statement of
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activity, on January 1, 2001 for those interest rate
swap agreements that existed at implementation. Correction of this
misclassification resulted in the initial reclassification of a non-cash item
from the Companys statement of operations to other comprehensive income in
2001, and included as accumulated other comprehensive income, a component of
shareholders deficit. Subsequent to the initial reclassification, the
reclassified amount is thereafter recorded in the restated statements of
operations through the third quarter of 2002. Management and the Board of
Directors of the Company concluded that it was in the best interest of the
Company to reissue the financial statements for the periods affected by this
misclassification. The financial statements and disclosures presented in this
filing have been restated to correct for this matter.

RESULTS OF OPERATIONS

MARCH 31, 2001 AND 2000

As of March 31, 2001, the Companys cable systems served 123,243 basic
subscribers, 40,134 premium subscribers, 69,775 expanded basic subscribers
and passed approximately 201,000 homes.

Revenues increased approximately $700,000 or 4.8%, from $14.7 million to
$15.4 million for the three months ended March 31, 2001. The operations of
NCN were completely discontinued during the first quarter of 2001. Taking
this into account, revenues for the three months ended March 31, 2001 would
have increased approximately $800,000 or 5.4% over the same period in 2000.
Of these revenues, approximately $10.6 million (68.8%) was derived from basic
services, $1.0 million (6.5%) from premium services, $2.1 million (13.6%)
from expanded basic services, $316,000 (2.1%) from service maintenance
contracts, $637,000 (4.1%) from advertising, and $727,000 (4.7%) from other
sources. The increase in revenues was primarily attributable to: (i) rate
increases implemented in a majority of the Companys systems; (ii) revenue
from the higher penetration of new product tiers; and approximately $45,000
in revenues from the Kingston, Washington system which was acquired on March
31, 2000. Average monthly revenue per basic subscriber increased $2.36 or
6.0%, from $39.25 to $41.61 for the three months ended March 31, 2001.





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##### Table of Contents



Cable system operations, which include costs related to programming,
technical personnel, repairs and maintenance and advertising sales, increased
approximately $300,000 or 5.8%, from $5.2 million to $5.5 million for the
three months ended March 31, 2001. Taking into account the discontinuation of
NCN operations in the first quarter of 2001, operating expenses would have
increased approximately $500,000 or 10% over first quarter 2000 results. This
increase is primarily attributable to: (i) annual cost of living wage and
benefit increases; and (ii) higher programming costs resulting from rate
increases by certain programming vendors and the launch of new programming
services in various systems.

General and administrative expenses, which include on-site office and customer
service personnel costs, customer billing, postage, marketing expenses and
franchise fees, decreased approximately $300,000 or 11.1%, from $2.7 million to
$2.4 million for the three months ended March 31, 2001. This decrease is
primarily attributable to reductions in administrative salaries offset by : (i)
increased franchise fees resulting from increases in revenue as previously
noted; and (ii) increased property taxes due to higher assessments in property
values.

Management fees increased approximately $37,000 or 5%, from approximately
$733,000 to $770,000 for the three months ended March 31, 2001. This
increase was directly attributable to the aforementioned revenue increases.
Management fees are calculated at 5.0% of gross revenues.

Depreciation and amortization expenses increased approximately $200,000 or
4.4%, from $4.9 million to $5.1 million for the three months ended March 31,
2001. Such increase is attributable to depreciation of recent equipment
purchases in upgrading plant & equipment, offset by assets becoming fully
depreciated.

Interest expense increased approximately $294,000 (7.1%) for the three months
ended March 31, 2001 compared to the same period in 2000. Average
outstanding indebtedness increased $6.7 million from $176.3 million to $183.0
million for the three months ended March 31, 2000 and 2001, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The cable television business generally requires substantial capital for the
construction, expansion and maintenance of the signal distribution system. In
addition, the Company has pursued, and intends to pursue, a business strategy
which includes selective acquisitions. The Company has financed these
expenditures through a combination of cash flow from operations, borrowings
under the revolving credit and term loan facility provided by a variety of
banks and the issuance of senior subordinated notes. The Companys debt
service obligations for the year ended December 31, 2001 are expected to be
approximately $18 million. The Company anticipates that cash flow from
operations will be sufficient to service its debt through December 31, 2001.
The Company believes that cash flow from operations will be adequate to meet
the Companys long-term liquidity requirements, excluding acquisitions and
certain levels of capital expenditures, prior to the maturity of its
long-term indebtedness, although no assurance can be given in this regard.





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Net cash provided by operating activities was $3.7 million for the three
months ended March 31, 2001. Adjustments to the $5.0 million net loss for the
period to reconcile to net cash provided by operating activities consisted
primarily of $5.2 million of depreciation and amortization, $2.1 million
related to interest rate swap agreements and increases in operating
liabilities of $1.6 million.

Net cash used in investing activities was $4.2 million for the three months
ended March 31, 2001, and consisted of $4.2 million in capital expenditures
and the addition of intangible assets.

Net cash provided by financing activities was approximately $1.0 million for
the three months ended March 31, 2001. The Company had $1.0 million in
borrowings of long term debt to finance planned capital expenditures.

Earnings before charges for interest, taxes, depreciation and amortization
(EBITDA) increased approximately $500,000 or 7.9%, from $6.3 million to
$6.8 million for the three months ended March 31, 2001. Had the operation of
NCN been discontinued in the first quarter of 2000, EBITDA would have
increased approximately $400,000 or 6.3%, from $6.4 million to $6.8 million
for the three months ended March 31, 2001. EBITDA as a percentage of
revenues (EBITDA Margin) increased from 42.6% to 44.1% for the three months
ended March 31, 2001. Assuming NCN operations were discontinued in the first
quarter of 2000, EBITDA as a percentage of revenue would have increased from
approximately 43.2% to 44.1% for the three months ended March 31, 2001.
These changes were attributable primarily to the aforementioned increases in
revenue as well as decreases in general and administrative expenses. Industry
analysts generally consider EBITDA to be an appropriate measure of the
performance of multi-channel television operations. EBITDA is not presented
in accordance with generally accepted accounting principles and should not be
considered an alternative to, or more meaningful than, operating income or
operating cash flow as an indication of the Companys operating performance.

Net cash provided by operating activities was $4.3 million for the three
months ended March 31, 2000. Adjustments to the $3.0 million net loss for the
period to reconcile to net cash provided by operating activities consisted
primarily of $5.1 million of depreciation and amortization and an increase in
operating liabilities of $2 million.

Net cash used in investing activities was $4.0 million for the three months
ended March 31, 2000, and consisted of $3.1 million used in the acquisition
of the Kingston, Washington system and approximately $900,000 in capital
expenditures.

Net cash provided by financing activities was approximately $2.4 million for
the three months ended March 31, 2000. The Company had $3.1 million in
borrowings of long term debt to finance the Kingston, Washington acquisition
and made $750,000 of principal payments on notes payable.





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##### Table of Contents



On August 14, 2000, the Company refinanced its existing senior bank
indebtedness. The original indebtedness was repaid with borrowings under the
Revised Senior Credit Facility. The revised Senior Credit Facility
establishes a $35 million 364-day revolving credit loan. At the end of the
364-day period, the revolver converts to a term loan due on June 30, 2007.
The other two components consist of a seven-year revolving term loan in the
aggregate principal amount of $40 million and a seven-year term loan in the
aggregate principal amount of $35 million. Amounts outstanding under the
Revised Senior Credit Facility mature on June 30, 2007. The Revised Senior
Credit Facility is collateralized by a first lien position on all present
and future assets and stock of the Company. Interest rates vary based on
certain financial covenants; currently 9.54% (weighted average). Graduated
principal and interest payments are due quarterly, beginning September 30,
2003, until maturity on June 30, 2007. The estimated fair value of the
revolving credit and term loan facility is equal to its carrying value
because of its variable interest rate nature. As of March 31, 2001,
$26,460,000 was available to borrow by the Company under the revolving credit
facility.

Under the revolving credit and term loan agreement, the Company has agreed
to restrictive covenants which require the maintenance of certain ratios,
including a Pro Forma Debt Service ratio not less than 1.25 to 1.0 and a
Leverage Ratio of no greater than 6.75 to 1.0, among other restrictions.
The Company submits quarterly debt compliance reports to its creditor
under this arrangement. As of March 31, 2001, the Company was in
compliance with the terms of the loan agreements.

At March 31, 2001, the outstanding balance under the Senior Credit Facility
was $83.5 million. As of May 15, 2001, interest rates on the Senior Credit
Facility were as follows: $20 million fixed at 9.54% under the terms of an
interest rate swap agreement with the Companys lender expiring August 20,
2002, $20 million fixed at 9.62% under the terms of an interest rate swap
agreement with the Companys lender expiring August 17, 2002, $42,540,000
fixed at 7.92% under the terms of an interest rate swap agreement with the
Companys lender expiring February 2, 2002; and $1 million fixed at a LIBOR
based rate of 7.77% expiring June 18, 2001. The above rates include a margin
paid to the lender based on overall leverage and may increase or decrease as
the Companys overall leverage fluctuates.

CAPITAL EXPENDITURES

For the three months ended March 31, 2001, the Company incurred capital
expenditures of approximately $4.1 million. Capital expenditures included:
(i) new product digital launches, (ii) expansion and improvements of cable
properties; (iii) additions to plant and equipment; and (iv) line drops,
extensions and installations of cable plant facilities.

The Company plans to invest approximately $5.8 million in capital expenditures
for the remainder of 2001 and approximately $10.9 million in 2002. This
represents anticipated expenditures for upgrading and rebuilding certain
distribution facilities, new product digital launches, extensions of
distribution facilities to add new subscribers and general maintenance. To fund
planned 2001 capital expenditures the Company plans to borrow approximately
$3.0 million in 2001 from its Senior Credit Facility.





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##### Table of Contents






ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is subject to market risks arising from changes in interest
rates. The Companys primary interest rate exposure results from changes in
LIBOR or the prime rate which are used to determine the interest rate
applicable to the Companys debt facilities. As of May 15, 2001, the Company
had entered into three interest rate swap agreements for $20,000,000,
$20,000,000, and $42,540,000 of these borrowings, to partially mitigate
interest rate exposure. Interest rate swaps have the effect of converting
the applicable variable rate obligations to fixed or other variable rate
obligations. The potential loss over one year that would result from a
hypothetical, instantaneous and unfavorable change of 100 basis points in the
interest rate of all of the Companys variable rate obligations would be
approximately $893,000, of which, $825,000 would be mitigated by interest rate
swap agreements currently in place.

The Company does not use financial instruments for trading or other
speculative purposes.

Cautionary statement for purposes of the Safe Harbor provisions of the
Private Litigation Reform Act of 1995. Statements contained or incorporated
by reference in this document that are not based on historical fact are
forward-looking statements within the meaning of the Private Securities
Reform Act of 1995. Forward-looking statements may be identified by use of
forward-looking terminology such as believe, intends, may, will,
expect, estimate, anticipate, continue, or similar terms, variations
of those terms or the negative of those terms.




ITEM 4. CONTROLS AND PROCEDURES

Not applicable.





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##### Table of Contents






PART II  OTHER INFORMATION




ITEM 1 Legal proceedings

The Company is a party to ordinary and routine litigation proceedings that
are incidental to the Companys business. Management believes that the
outcome of all pending legal proceedings will not, individually or in the
aggregate, have a material adverse effect on the Company, its financial
condition, prospects and debt service ability.




ITEM 2 Changes in securities

None




ITEM 3 Defaults upon senior securities

None




ITEM 4 Submission of matters to a vote of security holders

None




ITEM 5 Other information

None




ITEM 6 Exhibits and Reports on Form 8-K

(a)  Exhibit Index

| |  |         |  |                                                                                                                                                                                     
| |  | ------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 99 (a). |  | Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                   
|
| |  | 99 (b). |  | Certification of the President (Principal
Financial and Accounting Officer) Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

(b)  No reports on Form 8-K have been filed during the quarter
ended March 31, 2001.





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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Northland Cable Television, Inc. and Subsidiary

|                                       |  |                                                             |  |        
|-------------------------------------- |  | ----------------------------------------------------------- |  | -------
|SIGNATURES                             |  | CAPACITIES                                                  |  | DATE   
|                                       |  |                                                             |  |        
|                                      
|/s/ Richard I. Clark

Richard I. Clark |  | Executive Vice President,
Treasurer and Assistant Secretary |  | 11-8-02
|                                      
|/s/ Gary S. Jones                      |  | President                                                   |  | 11-8-02
|Gary S. Jones                          |  |                                                             |  |        





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##### Table of Contents



CERTIFICATIONS

I, John Whetzell certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q/A of Northland Cable
Television, Inc., and Subsidiary;                                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.                   

Date: November 8, 2002

| |  |                                         
| |  | ----------------------------------------
| |  | /s/ JOHN S. WHETZELL                    
| |  |                                         
| |  | John S. Whetzell
Chief Executive Officer





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##### Table of Contents



I, Gary Jones certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q/A of Northland Cable
Television, Inc., and Subsidiary;                                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.                   

Date: November 8, 2002

| |  |                                                                     
| |  | --------------------------------------------------------------------
| |  | /s/ GARY S. JONES                                                   
| |  |                                                                     
| |  | Gary S. Jones
President
(Principal Financial and
Accounting Officer)