##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.
20549


FORM 10-Q



|    |                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------
|[X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended June 30, 2001

or



|      |                                                                                                                                         
|----- | ----------------------------------------------------------------------------------------------------------------------------------------
|[   ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For 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(State or other jurisdiction of incorporation) |  | 91-1311836(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(State or other jurisdiction of incorporation) |  | 91-1638891(I.R.S. Employer Identification No.)

|                                                                                                   |  |                
|-------------------------------------------------------------------------------------------------- |  | ---------------
|1201 THIRD AVENUE, SUITE 3600
SEATTLE, WASHINGTON
        (Address of principal executive offices) |  | 98101(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      pages. Exhibits index appears on page      .





---

TABLE OF CONTENTS



|                               |                                                                                               |                                                               |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------- |  |  |  |  |  | 
|PART 1  FINANCIAL INFORMATION
|                               | ITEM 1. Financial Statements                                                                 
|                               |                                                                                               | CONSOLIDATED CONDENSED BALANCE SHEETS                        
|                               |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS  (Unaudited)
|                               |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS  (Unaudited)
|                               |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS              
|                               |                                                                                               | NOTES TO UNAUDITED FINANCIAL STATEMENTS                      
|                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|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                    



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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)
CONSOLIDATED CONDENSED BALANCE SHEETS

|                                                                                                     |                                                                                                                                         |                                                 |             |             |             |              |             |             |             |  
|---------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | ----------- | ----------- | ----------- | ------------ | ----------- | ----------- | ----------- | -
|                                                                                                     |                                                                                                                                         |                                                 |             | June 30,    |             | December 31,
|                                                                                                     |                                                                                                                                         |                                                 |             | 2001        |             | 2000        
|                                                                                                     |                                                                                                                                         |                                                 |             |             |             |             
|                                                                                                     |                                                                                                                                         |                                                 |             | (unaudited) |             |              |             |            
|ASSETS                                                                                               |                                                                                                                                         |                                                 |             |             |             |              |             |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Current Assets:                                                                                      |                                                                                                                                         |                                                 |             |             |             |              |             |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Cash                                                                                                                                    |                                                 | $           | 2,091,436   |             |              | $           | 2,551,425   |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Due from affiliates                                                                                                                     |                                                 |             | 1,315,082   |             |              |             | 1,160,446   |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Accounts receivable                                                                                                                     |                                                 |             | 2,293,773   |             |              |             | 2,187,586   |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Prepaid expenses                                                                                                                        |                                                 |             | 588,683     |             |              |             | 571,020     |            
|                                                                                                     |                                                                                                                                         |                                                 |             |             |             |              |             |            
|                                                                                                     |                                                                                                                                         | Total current assets                            |             |             | 6,288,974   |              |             |             | 6,470,477   |  
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Investment in Cable Television Properties:                                                           |                                                                                                                                         |                                                 |             |             |             |              |             |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Property and equipment, net of accumulated
depreciation of $52,283,558 and $48,199,085,
respectively |                                                                                                                                         |                                                 | 58,907,532  |             |             |              | 56,038,530  |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Franchise agreements, net of accumulated
amortization of $45,183,819 and $40,107,541,
respectively   |                                                                                                                                         |                                                 | 58,206,768  |             |             |              | 63,283,045  |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Goodwill, net of accumulated
amortization of $2,480,049 and $2,393,494,
respectively                 |                                                                                                                                         |                                                 | 4,444,384   |             |             |              | 4,530,939   |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Other intangible assets, net of accumulated
amortization of $5,459,911 and $4,822,853,
respectively  |                                                                                                                                         |                                                 | 5,030,976   |             |             |              | 5,674,683   |            
|                                                                                                     |                                                                                                                                         |                                                 |             |             |             |              |             |            
|                                                                                                     |                                                                                                                                         | Total investment in cable television properties |             |             | 126,589,660 |              |             |             | 129,527,197 |  
|                                                                                                     |                                                                                                                                         |                                                 |             |             |             |              |             |            
|                                                                                                     |                                                                                                                                         | Total assets                                    |             | $           | 132,878,634 |              |             | $           | 135,997,674 |  
|                                                                                                     |                                                                                                                                         |                                                 |             |             |             |              |             |            
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                |                                                                                                                                         |                                                 |             |             |             |              |             |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Current Liabilities:                                                                                 |                                                                                                                                         |                                                 |             |             |             |              |             |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Accounts payable                                                                                                                        |                                                 |             | 90,352      |             |              |             | 754,908     |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Accrued expenses                                                                                                                        |                                                 |             | 6,348,247   |             |              |             | 6,951,496   |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Converter deposits                                                                                                                      |                                                 |             | 126,344     |             |              |             | 122,674     |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Subscriber prepayments                                                                                                                  |                                                 |             | 1,880,419   |             |              |             | 1,549,945   |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Due to affiliates                                                                                                                       |                                                 |             | 717,166     |             |              |             | 103,098     |            
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                     | Interest rate derivative                                                                                                                |                                                 |             | 1,683,529   |             |              |             |            |            
|                                                                                                     |                                                                                                                                         |                                                 |             |             |             |              |             |            
|                                                                                                     |                                                                                                                                         | Total current liabilities                       |             |             | 10,846,057  |              |             |             | 9,482,121   |  
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Notes payable                                                                                        |                                                                                                                                         |                                                 | 185,540,000 |             |             |              | 182,540,000 |            
|                                                                                                     |                                                                                                                                         |                                                 |             |             |             |              |             |            
|                                                                                                     |                                                                                                                                         | Total liabilities                               |             |             | 196,386,057 |              |             |             | 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                                                                                                                     |                                                 |             | (75,067,950 | )           |              |             | (67,584,974 | )          
|                                                                                                     |                                                                                                                                         |                                                 |             |             |             |              |             |            
|                                                                                                     |                                                                                                                                         | Total shareholders deficit                     |             |             | (63,507,423 | )            |             |             | (56,024,447 | )
|                                                                                                     |                                                                                                                                         |                                                 |             |             |             |              |             |            
|Total liabilities and shareholders deficit                                                          |                                                                                                                                         | $                                               | 132,878,634 |             |             | $            | 135,997,674 |            
|                                                                                                     |                                                                                                                                         |                                                 |             |             |             |              |             |            

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





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##### Table of Contents









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

|                                                                    |                                                                                                                         |                                |                          |            |                                   |            |            |            |            |            | 
|------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ------------------------ | ---------- | --------------------------------- | ---------- | ---------- | ---------- | ---------- | ---------- | 
|                                                                    |                                                                                                                         |                                |                          |            | For the six months ended June 30,
|                                                                    |                                                                                                                         |                                |                          |            |                                  
|                                                                    |                                                                                                                         |                                |                          |            | 2001                              |            | 2000      
|                                                                    |                                                                                                                         |                                |                          |            |                                   |            |           
|                                                                    |                                                                                                                         |                                |                          |            | (unaudited)                      
|Revenues:                                                           |                                                                                                                         |                                |                          |            |                                   |            |            |           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Service revenues                                                                                                        |                                | $                        | 30,930,182 |                                   |            | $          | 29,785,925 |           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Programming and production revenues from affiliates                                                                     |                                |                          |           |                                   |            |            | 209,943    |           
|                                                                    |                                                                                                                         |                                |                          |            |                                   |            |            |           
|                                                                    |                                                                                                                         |                                | Total Revenues           |            |                                   | 30,930,182 |            |            |            | 29,995,868 | 
|                                                                    |                                                                                                                         |                                |                          |            |                                   |            |            |           
|Expenses:                                                           |                                                                                                                         |                                |                          |            |                                   |            |            |           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Cable system operations (including
$164,372 and $141,617, net paid to affiliates
in 2001 and 2000, respectively)        |                                |                          | 10,843,322 |                                   |            |            | 10,276,487 |           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | General and administrative (including
$2,012,062 and $2,612,099, net paid to affiliates
in 2001 and 2000, respectively) |                                |                          | 4,908,848  |                                   |            |            | 5,375,069  |           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Management fees paid to parent                                                                                          |                                |                          | 1,546,509  |                                   |            |            | 1,495,372  |           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Depreciation and amortization                                                                                           |                                |                          | 10,199,118 |                                   |            |            | 9,807,375  |           
|                                                                    |                                                                                                                         |                                |                          |            |                                   |            |            |           
|                                                                    |                                                                                                                         |                                | Total operating expenses |            |                                   | 27,497,797 |            |            |            | 26,954,303 | 
|                                                                    |                                                                                                                         |                                |                          |            |                                   |            |            |           
|Income from operations                                              |                                                                                                                         |                                | 3,432,385                |            |                                   |            | 3,041,565  |           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Other income (expense):                                             |                                                                                                                         |                                |                          |            |                                   |            |            |           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |                                                                                                                         | Interest expense               |                          |            | (9,281,286                        | )          |            |            | (8,887,422 | )         
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |                                                                                                                         | Interest income and other, net |                          |            | (624,163                          | )          |            |            | 82,155     |           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |                                                                                                                         | Interest rate derivative       |                          |            | (1,683,529                        | )          |            |            |           |           
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    |                                                                                                                         | Loss on disposal of assets     |                          |            | (15,383                           | )          |            |            | (52,467    | )         
|                                                                    |                                                                                                                         |                                |                          |            |                                   |            |            |           
|                                                                    |                                                                                                                         |                                | (11,604,361              | )          |                                   |            | (8,857,734 | )         
|                                                                    |                                                                                                                         |                                |                          |            |                                   |            |            |           
|Net loss before cumulative effect of change in accounting principle |                                                                                                                         | $                              | (8,171,976               | )          |                                   | $          | (5,816,169 | )         
|                                                                    |                                                                                                                         |                                |                          |            |                                   |            |            |           
|Cumulative effect of change in accounting principle                 |                                                                                                                         | $                              | 689,000                  |            |                                   | $          |           |           
|                                                                    |                                                                                                                         |                                |                          |            |                                   |            |            |           
|Net Loss                                                            |                                                                                                                         | $                              | (7,482,976               | )          |                                   | $          | (5,816,169 | )         
|                                                                    |                                                                                                                         |                                |                          |            |                                   |            |            |           

The accompanying notes are an integral part of these statements.





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##### Table of Contents









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

|                        |                                                                                                                         |                                |                          |            |                                     |            |            |            |            |            | 
|----------------------- | ----------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ------------------------ | ---------- | ----------------------------------- | ---------- | ---------- | ---------- | ---------- | ---------- | 
|                        |                                                                                                                         |                                |                          |            | For the three months ended June 30,
|                        |                                                                                                                         |                                |                          |            |                                    
|                        |                                                                                                                         |                                |                          |            | 2001                                |            | 2000      
|                        |                                                                                                                         |                                |                          |            |                                     |            |           
|                        |                                                                                                                         |                                |                          |            | (unaudited)                        
|Revenues:               |                                                                                                                         |                                |                          |            |                                     |            |            |           
|                       
|                       
|                       
|                       
|                        | Service revenues                                                                                                        |                                | $                        | 15,524,527 |                                     |            | $          | 15,053,825 |           
|                       
|                       
|                       
|                       
|                        | Programming and production revenues from affiliates                                                                     |                                |                          |           |                                     |            |            | 102,033    |           
|                        |                                                                                                                         |                                |                          |            |                                     |            |            |           
|                        |                                                                                                                         |                                | Total Revenues           |            |                                     | 15,524,527 |            |            |            | 15,155,858 | 
|                        |                                                                                                                         |                                |                          |            |                                     |            |            |           
|Expenses:               |                                                                                                                         |                                |                          |            |                                     |            |            |           
|                       
|                       
|                       
|                       
|                        | Cable system operations (including
$79,357 and $64,006, net paid to affiliates
in 2001 and 2000, respectively)          |                                |                          | 5,348,464  |                                     |            |            | 5,131,452  |           
|                       
|                       
|                       
|                       
|                        | General and administrative (including
$1,116,071 and $1,288,163, net paid to affiliates
in 2001 and 2000, respectively) |                                |                          | 2,552,640  |                                     |            |            | 2,676,180  |           
|                       
|                       
|                       
|                       
|                        | Management fees paid to parent                                                                                          |                                |                          | 776,860    |                                     |            |            | 756,952    |           
|                       
|                       
|                       
|                       
|                        | Depreciation and amortization                                                                                           |                                |                          | 5,135,646  |                                     |            |            | 4,956,041  |           
|                        |                                                                                                                         |                                |                          |            |                                     |            |            |           
|                        |                                                                                                                         |                                | Total operating expenses |            |                                     | 13,813,610 |            |            |            | 13,520,625 | 
|                        |                                                                                                                         |                                |                          |            |                                     |            |            |           
|Income from operations  |                                                                                                                         |                                | 1,710,917                |            |                                     |            | 1,635,233  |           
|                       
|                       
|                       
|                       
|Other income (expense): |                                                                                                                         |                                |                          |            |                                     |            |            |           
|                       
|                       
|                       
|                       
|                        |                                                                                                                         | Interest expense               |                          |            | (4,638,672                          | )          |            |            | (4,476,341 | )         
|                       
|                       
|                       
|                       
|                        |                                                                                                                         | Interest income and other, net |                          |            | 28,711                              |            |            |            | 42,738     |           
|                       
|                       
|                       
|                       
|                        |                                                                                                                         | Interest rate derivative       |                          |            | (197,683                            | )          |            |            |           |           
|                       
|                       
|                       
|                       
|                        |                                                                                                                         | Loss on disposal of assets     |                          |            | (12,194                             | )          |            |            | (57,834    | )         
|                        |                                                                                                                         |                                |                          |            |                                     |            |            |           
|                        |                                                                                                                         |                                | (4,819,838               | )          |                                     |            | (4,491,437 | )         
|                        |                                                                                                                         |                                |                          |            |                                     |            |            |           
|Net Loss                |                                                                                                                         | $                              | (3,108,921               | )          |                                     | $          | (2,856,204 | )         
|                        |                                                                                                                         |                                |                          |            |                                     |            |            |           

The accompanying notes are an integral part of these statements.





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##### Table of Contents









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

|                                                                            |                                                     |                                       |            |                                   |            |      |            |           |            |  
|--------------------------------------------------------------------------- | --------------------------------------------------- | ------------------------------------- | ---------- | --------------------------------- | ---------- | ---- | ---------- | --------- | ---------- | -
|                                                                            |                                                     |                                       |            | For the six months ended June 30,
|                                                                            |                                                     |                                       |            |                                  
|                                                                            |                                                     |                                       |            | 2001                              |            | 2000
|                                                                            |                                                     |                                       |            |                                   |            |     
|                                                                            |                                                     |                                       |            | (unaudited)                      
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                     |                                       |            |                                   |            |      |            |          
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Net loss                                                                    |                                                     | $                                     | (7,482,976 | )                                 |            | $    | (5,816,169 | )        
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Adjustments to reconcile net loss to
cash provided by operating activities: |                                                     |                                       |            |                                   |            |      |            |          
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Depreciation and amortization                       |                                       |            | 10,199,118                        |            |      |            | 9,807,375 |           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Cumulative effect of change in accounting principle |                                       |            | (689,000                          | )          |      |            |          |           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Interest rate derivative                            |                                       |            | 2,372,529                         |            |      |            |          |           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Amortization of loan costs                          |                                       |            | 335,991                           |            |      |            | 461,892   |           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Loss on disposal of assets                          |                                       |            | 15,383                            |            |      |            | 52,467    |           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | (Increase) decrease in operating assets:            |                                       |            |                                   |            |      |            |           |           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                     | Accounts receivable                   |            |                                   | (106,187   | )    |            |           | 212,370    |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                     | Prepaid expenses                      |            |                                   | (17,663    | )    |            |           | 43,404     |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                     | Due from affiliates                   |            |                                   | (154,636   | )    |            |           | 5,369      |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Increase
(decrease) in operating liabilities       
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                     | Accounts payable and accrued expenses |            |                                   | (1,267,805 | )    |            |           | (1,031,562 | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                     | Due to affiliates                     |            |                                   | 614,068    |      |            |           | 1,690,059  |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                     | Converter deposits                    |            |                                   | 3,670      |      |            |           | 2,806      |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                     | Subscriber prepayments                |            |                                   | 330,474    |      |            |           | 386,767    |  
|                                                                            |                                                     |                                       |            |                                   |            |      |            |          
|Net cash from operating activities                                          |                                                     |                                       | 4,152,966  |                                   |            |      | 5,814,778  |          
|                                                                            |                                                     |                                       |            |                                   |            |      |            |          
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                     |                                       |            |                                   |            |      |            |          
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Acquisition of cable systems                                                |                                                     |                                       |           |                                   |            |      | (3,100,000 | )        
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Investment in cable television properties                                   |                                                     |                                       | (7,560,286 | )                                 |            |      | (4,229,555 | )        
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Proceeds from disposal of assets                                            |                                                     |                                       | 14,420     |                                   |            |      | 35,050     |          
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Franchise fees and other intangibles                                        |                                                     |                                       | (67,089    | )                                 |            |      | (4,502     | )        
|                                                                            |                                                     |                                       |            |                                   |            |      |            |          
|Net cash used in investing activities                                       |                                                     |                                       | (7,612,955 | )                                 |            |      | (7,299,007 | )        
|                                                                            |                                                     |                                       |            |                                   |            |      |            |          
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                     |                                       |            |                                   |            |      |            |          
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Proceeds from notes payable                                                 |                                                     |                                       | 3,000,000  |                                   |            |      | 3,100,000  |          
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Principal payments on borrowings, net                                       |                                                     |                                       |           |                                   |            |      | (1,500,000 | )        
|                                                                            |                                                     |                                       |            |                                   |            |      |            |          
|Net cash provided by financing activities                                   |                                                     |                                       | 3,000,000  |                                   |            |      | 1,600,000  |          
|                                                                            |                                                     |                                       |            |                                   |            |      |            |          
|(DECREASE) INCREASE IN CASH                                                 |                                                     |                                       | (459,989   | )                                 |            |      | 115,771    |          
|                                                                           
|CASH, beginning of period                                                   |                                                     |                                       | 2,551,425  |                                   |            |      | 1,366,050  |          
|                                                                            |                                                     |                                       |            |                                   |            |      |            |          
|CASH, end of period                                                         |                                                     | $                                     | 2,091,436  |                                   |            | $    | 1,481,821  |          
|                                                                            |                                                     |                                       |            |                                   |            |      |            |          
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                           |                                                     |                                       |            |                                   |            |      |            |          
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Cash paid during the period for interest            |                                       | $          | 9,029,838                         |            |      | $          | 8,373,840 |           
|                                                                            |                                                     |                                       |            |                                   |            |      |            |          
|                                                                            | Cash paid during the period for state income taxes  |                                       | $          | 12,604                            |            |      | $          | 18,967    |           
|                                                                            |                                                     |                                       |            |                                   |            |      |            |          

The accompanying notes are an integral part of these statements.





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##### Table of Contents












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

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JUNE 30, 2001
(Unaudited)



|(1) |  | BASIS OF PRESENTATION:
|--- |  | ----------------------

These 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
June 30, 2001, its statements of operations and cash flows for the six and
three months ended June 30, 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.



|(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 June 30, 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 has determined that they would
not be material to financial statement readers. Summary financial
information of NCN is presented below.

|                              |                |   |                                   |   |                                 |   |         |         |      |   |        |   |  |   |          |         | 
|----------------------------- | -------------- | - | --------------------------------- | - | ------------------------------- | - | ------- | ------- | ---- | - | ------ | - |  | - | -------- | ------- | 
|                              |                |   | Three month period ended June 30, |   | Six month period ended June 30,
|                              |                |   |                                   |   |                                
|                              |                |   | 2001                              |   | 2000                            |   | 2001    |         | 2001
|                              |                |   |                                   |   |                                 |   |         |         |     
|INCOME STATEMENT
INFORMATION: |                |   |                                   |   |                                 |   |         |         |      |   |        |   |  |   |          |        
|                             
|                             
|                             
|                             
|Revenues from affiliates      |                | $ | 0                                 |   |                                 | $ | 194,805 |         |      | $ | 0      |   |  | $ | 408,239  |        
|                             
|                             
|                             
|                             
|Less: intercompany revenue    |                |   | 0                                 |   |                                 |   | (92,772 | )       |      |   | 0      |   |  |   | (198,296 | )      
|                              |                |   |                                   |   |                                 |   |         |         |      |   |        |   |  |   |          |        
|                              | Total revenues |   |                                   | 0 |                                 |   |         | 102,033 |      |   |        | 0 |  |   |          | 209,943 | 
|                             
|                             
|                             
|                             
|Operating expenses            |                |   | 99                                |   |                                 |   | 150,587 |         |      |   | 2,651  |   |  |   | 329,877  |        
|                             
|                             
|                             
|                             
|Other, net                    |                |   | 0                                 |   |                                 |   | 3,043   |         |      |   | 0      |   |  |   | 13,925   |        
|                              |                |   |                                   |   |                                 |   |         |         |      |   |        |   |  |   |          |        
|Net loss                      |                | $ | (99                               | ) |                                 | $ | (51,597 | )       |      | $ | (2,651 | ) |  | $ | (133,859 | )      
|                              |                |   |                                   |   |                                 |   |         |         |      |   |        |   |  |   |          |        





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##### Table of Contents



|                           |                                |              |   |            |         |              |   |            |         | 
|-------------------------- | ------------------------------ | ------------ | - | ---------- | ------- | ------------ | - | ---------- | ------- | 
|                           |                                |              |   | June 30,   |         | December 31,
|                           |                                |              |   | 2001       |         | 2000        
|                           |                                |              |   |            |         |             
|BALANCE SHEET INFORMATION: |                                |              |   |            |         |              |   |           
|                          
|                          
|                          
|                          
|                           | Current assets                 |              | $ | 2,152,571  |         |              | $ | 2,229,287  |        
|                          
|                          
|                          
|                          
|                           | Less: intercompany elimination |              |   | (2,042,522 | )       |              |   | (2,018,237 | )      
|                           |                                |              |   |            |         |              |   |           
|                           |                                | Total Assets |   | $          | 110,049 |              |   | $          | 211,050 | 
|                           |                                |              |   |            |         |              |   |           
|                           | Current and total liabilities  |              | $ | 125        |         |              | $ | 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 No. 133) and in
June 2000 issued SFAS No. 138, amendment of SFAS No. 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.

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 No. 133. Accordingly, the Company has recorded a liability equal to
the fair market value of its derivatives, $689,000 in income related to
the cumulative effect of a change in accounting principle, and other
expense of $2,372,529 due to the change in value during the six months
ended June 30, 2001. Each quarter the change in the market value of the
Companys derivatives will be recorded as other income or expense.

In June 2001 the Financial Accounting Standards Board approved Statement
of Financial Accounting Standard (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 prospectively prohibits
the pooling of interest method of accounting for business combinations
initiated after June 30, 2001. The authorization of existing
goodwill will cease on December 31, 2001. Any goodwill resulting
from acquisitions completed after June 30, 2001 will not be
amortized. SFAS No. 142 also establishes a new method of testing
goodwill for impairment on an annual basis or on an interim basis if
an event occurs or circumstances change that would more likely than
not reduce the fair value of a reporting unit below its carrying value.
The adoption of SFAS No. 142 will result in the Companys
discontinuation of amortization of its goodwill; however, the Company
will be required to test its goodwill for impairment under the new standard
beginning in the first quarter of 2002, which could have an adverse effect
on the Companys future results of operations if an impairment
occurs. The Company is in the process of evaluating the financial
statement impact of adoption of SFAS No. 142.





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##### Table of Contents



PART I (continued)







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

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2001 AND 2000

As of June 30, 2001 the Companys cable systems served approximately
119,975 basic subscribers, and 43,950 premium subscribers and passed
an estimated 201,000 homes.

Revenues increased approximately $1.1 million or 4% from $29.8
million to $30.9 million for the six months ended June 30, 2001. Of
these revenues, approximately $21.1 million (68%) was derived from
basic services, $2.1 million (7%) from premium services, $4.3 million
(14%) from expanded basic services, $621,000 (2%) from service
maintenance contracts, $1.3 million (4%) from advertising and $1.5
million (5%) from other sources. The operations of NCN were
completely discontinued during the first quarter of 2001. Taking
this into account, revenues for the six months ended June 30, 2001
would have increased approximately $1.5 million, or 5% over the same
period in 2000. The increase in revenues is primarily attributable
to rate increases implemented during the first quarter of 2001 as
well as increased revenue from higher penetration of new product
tiers. Average monthly revenue per average basic subscriber increased
$2.87 or 7%, from $39.52 to $42.39 for the six months ended June 30,
2001.

Cable system operations, which include costs related to programming,
technical personnel, repairs and maintenance and advertising sales,
increased approximately $500,000 or 5% from $10.3 million to $10.8
million for the six months ended June 30, 2001. Taking into
consideration the discontinuation of NCN operations, operating
expense for the six months ended June 30, 2001 would have increased
approximately $900,000 or 9% over the same period in 2000. This
increase is primarily attributable to: (i) increases in salary and
benefit expenses due to annual cost of living adjustments, (ii)
increased programming costs resulting from rate increases by certain
programming vendors as well as the launch of new programming services
in various systems and (iii) increases in agency fees.

General and administrative expenses, which include on-site office and
customer service personnel costs, customer billing, postage,
marketing expenses and franchise fees, decreased approximately
$500,000 or 9% from $5.4 million to $4.9 million for the six months
ended June 30, 2001. The decrease is primarily attributable to
reductions in administrative service expenses offset by increases in
administrative salaries, revenue based expenditures such as franchise
fees and property taxes.

The increase in management fees for the six months ended June 30,
2001 as compared to the same period in the previous year, are
directly attributable to the aforementioned revenue increases.
Management fees are calculated at 5.0% of gross revenues.





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##### Table of Contents



Depreciation and amortization expenses increased approximately
$400,000 or 4% from $9.8 million to $10.2 million for the six months
ended June 30, 2001. Such increase is attributable to depreciation
on recent equipment purchases related to plant and equipment
upgrades. Increases in depreciation expense are offset by certain
assets becoming fully depreciated.

The Company has elected not to designate its derivatives as hedges under
SFAS No. 133. Accordingly, the Company has recorded a liability equal to
the fair market value of its derivatives, $689,000 in income related to
the cumulative effect of a change in accounting principle, and other
expense of $1,683,259 due to the change in value during the six months
ended June 30, 2001.

THREE MONTHS ENDED JUNE 30, 2001 AND 2000

Revenues increased approximately $400,000 or 2.6%, from $15.1 million to
$15.5 million for the three months ended June 30, 2001. The operations
of NCN were completely discontinued during the first quarter of 2001.
Taking this into account, revenues for the three months ended June 30,
2001 would have increased approximately $470,000 or 3.1% over the same
period in 2000. Of these revenues, approximately $10.5 million (67.9%)
was derived from basic services, $1.1 million (7.1%) from premium
services, $2.2 million (14.0%) from expanded basic services, $305,000
(2.0%) from service maintenance contracts, $673,000 (4.3%) from
advertising, and $733,000 (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 and (ii) revenue from higher
penetration of new product tiers. Average monthly revenue per average
basic subscriber increased $2.39 or 6.0%, from $39.85 to $42.24 for the
three months ended June 30, 2001.

Cable system operations, which include costs related to programming,
technical personnel, repairs and maintenance and advertising sales,
increased approximately $200,000 or 3.9%, from $5.1 million to $5.3
million for the three months ended June 30, 2001. Taking into account
the discontinuation of NCN operations in the first quarter of 2001,
operating expenses would have increased approximately $300,000 or 6%
over second 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 $100,000 or 3.7%,
from $2.7 million to $2.6 million for the three months ended June 30,
2001. This decrease is primarily attributable to reductions in
administrative service expenses 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 $20,000 or 3%, from
approximately $757,000 to $777,000 for the three months ended June 30,
2001. This increase is directly attributable to the aforementioned
revenue increases. Management fees are calculated at 5.0% of gross
revenues.

Depreciation and amortization expenses increased approximately $100,000
or 2.0%, from $5.0 million to $5.1 million for the three months ended
June 30, 2001. Such increase is attributable





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##### Table of Contents



to depreciation of recent equipment purchases in upgrading plant and
equipment, offset by assets becoming fully depreciated.

Interest expense increased approximately $162,000 (3.6%) for the three
months ended June 30, 2001 compared to the same period in 2000. Average
outstanding indebtedness increased $7.4 million from $177.1 million to
$184.5 million for the three months ended June 30, 2000 and 2001,
respectively.

The Company has elected not to designate its derivatives as hedges under
SFAS No. 133. Accordingly, the Company has recorded a liability equal to
the fair market value of its derivatives and other expense of
approximately $198,000 due to the change in value during the second
quarter of 2001.

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.

Net cash provided by operating activities was $4.2 million for the six
months ended June 30, 2001. Adjustments to the $7.5 million net loss for
the period to reconcile to net cash provided by operating activities
consisted primarily of $10.5 million of depreciation and amortization,
$1.7 million relating to interest rate derivatives and increases in
operating liabilities of approximately $320,000.

Net cash used in investing activities was $7.6 million for the six
months ended June 30, 2001, and consisted of $7.6 million in capital
expenditures and the addition of intangible assets.

Net cash provided by financing activities was approximately $3.0 million
for the six months ended June 30, 2001. The Company had $3.0 million in
borrowings of long term debt to finance planned capital expenditures.

Earnings before charges for interest, taxes, depreciation and
amortization (EBITDA) increased approximately $800,000 or 6.2%, from
$12.8 million to $13.6 million for the six months ended June 30, 2001.
Had the operation of NCN been discontinued in the first quarter of 2000,
EBITDA would have increased approximately $600,000 or 4.6%, from $13.0
million to $13.6 million for the six months ended June 30, 2001. EBITDA
as a percentage of revenues (EBITDA Margin) increased from 42.8% to
44.1% for the six months ended June 30, 2001. Assuming NCN operations
were discontinued in the first quarter of 2000, EBITDA as a





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##### Table of Contents



percentage of revenue would have increased from approximately 43.2% to
44.1% for the six months ended June 30, 2001. These changes were
attributable primarily to the aforementioned increases in revenue.
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 $5.8 million for six
months ended June 30, 2000. Adjustments to the $5.8 million net loss for
the period to reconcile to net cash provided by operating activities
consisted primarily of $10.25 million of depreciation and amortization
and an increase in operating liabilities of $1.05 million.

Net cash used in investing activities was $7.3 million for the six
months ended June 30, 2000, and consisted of $3.1 million used in the
acquisition of the Kingston, Washington system and approximately $4.2
million in capital expenditures.

Net cash provided by financing activities was approximately $1.6 million
for the six months ended June 30, 2000. The Company had $3.1 million in
borrowings of long term debt to finance the Kingston, Washington
acquisition and made $1.5 million of principal payments on notes
payable.

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
9.512% (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 June 30, 2001, $24,460,000 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
June 30, 2001, the Company was in compliance with the terms of the
loan agreements.

At June 30, 2001, the outstanding balance under the Senior Credit
Facility was $85.5 million. As of the date of this filing, 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





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##### Table of Contents



swap agreement with the Companys lender expiring August 17, 2002, $42.5
million fixed at 7.92% under the terms of an interest rate swap
agreement with the Companys lender expiring February 2, 2002; and $3
million fixed at a LIBOR based rate of 6.58% expiring August 13, 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 six months ended June 30, 2001, the Company incurred capital
expenditures of approximately $7.6 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 $3.9 million in capital
expenditures for the remainder of 2001. 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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES 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 the
date of this filing, 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 hedge interest rate exposure. Interest rate
swaps have the effect of converting the applicable variable rate
obligations to fixed or other variable rate obligations. Had the Company
not entered into these fixed rate agreements, 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 the
Companys variable rate obligations would be approximately $825,000.

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

SUBSEQUENT EVENT

On June 14, 2001 the Company executed an asset
purchase agreement to acquire a cable system serving the areas in and
around Highlands, North Carolina from an affiliated limited
partnership.

The aggregate value of the assets being acquired is
$4.6 million and will be financed through a $3.6 million
borrowing under the Companys revolving credit facility,
$100,000 of cash on hand and an equity contribution from the
Companys parent of $900,000. As of June 30, 2001, the
cable system served approximately 3,158 basic subscribers.

Closing is expected to occur September 30,
2001 and is conditioned upon the approval of the seller's limited
partners and compliance by the Company with the financial covenants
of its senior loan agreement.

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.





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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)  No reports on Form 8-K have been filed during the quarter ended June 30, 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 |  | 8/13/01
|                                                  
|                                                  
|/s/                Gary S. Jones
Gary S. Jones     |  | President                                                    |  | 8/13/01