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

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended December 31, 2000

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER: 333-12995

                           FOX FAMILY WORLDWIDE, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                         95-4596247
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                            10960 WILSHIRE BOULEVARD
                          LOS ANGELES, CALIFORNIA 90024
                    (Address of principal executive offices)

       Registrant's Telephone Number, Including Area Code: (310) 235-5100

       Former name, address and fiscal year, if changed since last report

        Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: As of February 1,
2001, there were 160,000 shares of Class A Common Stock outstanding and
15,840,000 shares of Class B Common Stock outstanding.


<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                           FOX FAMILY WORLDWIDE, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except for share data)

<TABLE>
<CAPTION>
                                                                     June 30,       December 31,
                                                                       2000             2000
                                                                    (audited)       (unaudited)
                                                                   -------------   ---------------
<S>                                                                <C>             <C>
Assets:
Cash and cash equivalents.................................         $     89,674    $       55,337
Restricted cash...........................................                8,215             8,221
Accounts receivable, net..................................              146,103           180,408
Amounts receivable from related parties, net..............               56,753            58,678
Programming costs, net....................................              658,712           725,506
Property and equipment, net...............................               51,874            49,095
Intangible assets, net....................................            1,481,189         1,460,928
Other assets, net.........................................               51,297            48,742
                                                                   -------------   ---------------
  Total assets............................................         $  2,543,817    $    2,586,915
                                                                   =============   ===============
Liabilities and stockholders' deficit:
Accounts payable..........................................         $     65,023    $       46,013
Accrued liabilities ......................................              236,324           269,699
Deferred revenue..........................................               36,534            42,017
Accrued participations....................................               50,778            46,552
Deferred income taxes.....................................               14,888            14,888
Bank and other debt.......................................            1,744,134         1,793,733
Amounts payable to related parties, net...................               21,243            22,002
                                                                   -------------   ---------------
  Total liabilities.......................................            2,168,924         2,234,904
                                                                   -------------   ---------------
Commitments and contingencies

Series A Mandatorily Redeemable Preferred Stock,
$0.001 par value;
  500,000 shares authorized; 345,000 shares issued
  and outstanding at June 30, 2000 and
  December 31, 2000, respectively,
  ($1,000 per share liquidation value) ...................              345,000           345,000
                                                                   -------------   ---------------
Minority interest.........................................               54,236            54,695
                                                                   -------------   ---------------
Stockholders' deficit:
     Preferred Stock, $0.001 par value; 2,000,000
       shares authorized of which 500,000 shares are
       designated as Series A Preferred Stock;
       no shares issued or outstanding....................                   --                --
     Class A Common Stock, $0.001 par value; 2,000,000
       shares authorized; 160,000 shares issued and
       outstanding at June 30, 2000 and
       December 31, 2000, respectively....................                   --                --
     Class B Common Stock, $0.001 par value; 16,000,000
       shares authorized; 15,840,000 shares issued and
       outstanding at June 30, 2000 and December 31, 2000,
       respectively.......................................                   16                16
     Contributed capital..................................               78,671            78,671
     Accumulated other comprehensive loss.................               (6,683)           (7,900)
     Accumulated deficit..................................              (96,347)         (118,471)
                                                                   -------------   ---------------
   Total stockholders' deficit ...........................              (24,343)          (47,684)
                                                                   -------------   ---------------
   Total liabilities and stockholders' deficit ...........         $  2,543,817    $    2,586,915
                                                                   =============   ===============
</TABLE>




                             See accompanying notes.


                                     Page 2
<PAGE>


                           FOX FAMILY WORLDWIDE, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE AND SIX MONTHS ENDED
                           DECEMBER 31, 1999 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                             Three Months Ended                  Six Months Ended
                                                December 31,                       December 31,
                                             1999             2000              1999             2000
                                         ------------    --------------    --------------   -------------
                                                (In thousands)                     (In thousands)
<S>                                      <C>             <C>               <C>              <C>
Revenues................................ $    167,136    $     184,926     $     339,338    $    341,881
                                         -------------   --------------    --------------   -------------
Costs and expenses:
   Production and programming...........       62,479           69,323           147,766         130,666
   Selling, general and administrative..       56,997           52,576           103,939         108,158
   Depreciation.........................        2,671            2,708             5,303           5,357
   Amortization of intangibles..........       10,130           10,130            20,261          20,261
                                         -------------   --------------    --------------   -------------
                                              132,277          134,737           277,269         264,442
                                         -------------   --------------    --------------   -------------
Operating income........................       34,859           50,189            62,069          77,439

Equity in loss (earnings) of affiliates.          842           (1,913)            1,407          (1,651)
Minority interest ......................           --              892                --             459
Other expense, net......................           14               --                35              --
Interest expense, net...................       43,952           42,752            87,286          85,102
Gain on issuance of subsidiary stock:
   Staff Accounting Bulletin No.
     51 gain............................     (117,316)              --          (117,316)             --
   Gain on issuance of subsidiary
     stock..............................      (78,623)              --           (78,623)             --
                                         -------------   --------------    --------------   -------------
Income (loss) before provision for
income  taxes...........................      185,990            8,458           169,280          (6,471)
Provision for income taxes..............       74,024               --            74,522              --
                                         -------------   --------------    --------------   -------------
Net income (loss)....................... $    111,966    $       8,458     $      94,758    $     (6,471)
                                         =============   ==============    ==============   =============
</TABLE>



                             See accompanying notes.


                                     Page 3
<PAGE>


                           FOX FAMILY WORLDWIDE, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED
                           DECEMBER 31, 1999 AND 2000
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                         1999           2000
                                                                     -------------   -------------
                                                                            (In thousands)
<S>                                                                   <C>            <C>
OPERATING ACTIVITIES:
Net income (loss)..................................................   $     94,758   $     (6,471)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
    Amortization of programming costs..............................        126,537        105,610
    Depreciation...................................................          5,303          5,357
    Amortization of intangibles....................................         20,261         20,261
    Amortization of debt issuance costs............................          1,631          1,643
    Equity in loss (earnings) of affiliates........................          1,407         (1,651)
    Minority interest..............................................             --            459
    Non-cash interest expense......................................         39,304         45,043
    Gain on issuance of subsidiary stock...........................       (195,939)            --
    Changes in operating assets and liabilities:
      Restricted cash..............................................             (4)            (6)
      Accounts receivable, net.....................................        (18,758)       (34,305)
      Amounts receivable from related parties, net.................         (4,448)        (1,925)
      Other assets.................................................         10,231         (1,282)
      Accounts payable and accrued liabilities.....................        (14,634)        14,365
      Accrued participations.......................................          4,657         (4,226)
      Deferred income taxes .......................................         73,477             --
      Deferred revenue.............................................         (8,496)         5,483
                                                                      -------------  -------------
         Net cash provided by operating activities.................        135,287        148,355
                                                                      -------------  -------------
INVESTING ACTIVITIES:
Purchase of property and equipment.................................         (2,052)        (4,180)
Additions to production and programming costs......................       (145,280)      (170,802)
Other..............................................................            172          2,628
                                                                      -------------  -------------
         Net cash used in investing activities.....................       (147,160)      (172,354)
                                                                      -------------  -------------
FINANCING ACTIVITIES:
Proceeds from bank borrowings......................................         15,000          5,000
Paydown on bank borrowings.........................................       (112,114)          (310)
Paydown on NAI Bridge loan.........................................           (134)          (134)
Proceeds from Fox Subordinated Debt................................         15,000             --
Dividends on Preferred Stock.......................................        (15,649)       (15,653)
Proceeds on Fox Kids Europe N.V. public offering, net .............        152,963             --
Costs associated with Fox Kids Europe N.V. public offering
  not yet paid.....................................................         12,944             --
Advances from related parties......................................          6,027            759
                                                                      -------------  -------------
         Net cash provided by (used in) financing activities.......         74,037        (10,338)
                                                                      -------------  -------------
Increase (decrease) in cash and cash equivalents...................         62,164        (34,337)
Cash and cash equivalents at beginning of period...................         46,858         89,674
                                                                      -------------  -------------
Cash and cash equivalents at end of period.........................   $    109,022   $     55,337
                                                                      =============  =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
      Interest (net of amounts capitalized)........................  $      43,588  $     36,124
      Income taxes.................................................  $       1,045  $      1,247
Non-cash investing and financing activities:
      Shares of subsidiary ordinary stock issued as settlement
         of a subscription advance.................................  $     100,000  $         --
      Note payable assumed by unconsolidated affiliate.............  $      20,000  $         --
      Contributed capital by related party in formation
         of an unconsolidated affiliate............................  $      17,941  $         --
</TABLE>



                             See accompanying notes.


                                     Page 4
<PAGE>


                           FOX FAMILY WORLDWIDE, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000
                                   (UNAUDITED)


Note 1--Preparation of Consolidated Financial Statements

       The accompanying unaudited condensed consolidated financial statements of
Fox Family Worldwide, Inc. (the "Company") have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and in accordance with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Certain prior year amounts
have been reclassified to conform to the current year presentation. Operating
results for the six-month period ended December 31, 2000 are not necessarily
indicative of the results that may be expected for the year ended June 30, 2001.

       These interim condensed consolidated financial statements and the notes
thereto should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended June 30, 2000.

       The preparation of the condensed consolidated financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts
reported in the unaudited condensed consolidated financial statements and
accompanying notes, principally amortization of programming costs. Actual
results could differ from those estimates. Management periodically reviews and
revises its estimates of future broadcast airings and revenues, as necessary,
which may result in revised amortization of its programming costs. Results of
operations may be significantly affected by the periodic adjustments in such
amortization.

Note 2-Issuance of Subsidiary Ordinary Shares

       In November 1999, net assets of certain direct and indirect subsidiaries
of the Company were contributed to Fox Kids Europe N.V. ("FKE"), a wholly owned
indirect subsidiary of the Company at the time the assets were contributed. Net
assets contributed mainly represent the Fox Kids cable channels broadcasting in
the European markets and the distribution rights of children's programming in
those markets owned by Saban International N.V., a wholly-owned indirect
subsidiary of the Company. In November 1999, FKE issued 12,519,307 previously
unissued ordinary shares (or 15.2 percent) for gross proceeds of $175,518,000
($14.02 per share) in an initial public offering ("IPO") on the Official Market
for Amsterdam Exchanges. Offering costs for the IPO totaled $22,550,000 and
consisted mainly of underwriter and professional fees plus certain capital
taxes. The Company has accounted for the offering in accordance with Staff
Accounting Bulletin ("SAB") No. 51, "Accounting by the parent in consolidation
for sale of stock by subsidiary." Accordingly, a pre-tax gain of $117,316,000
was recorded in the second quarter of fiscal year 2000. The gain recorded
represents the Company's portion of the excess net offering price per share of
FKE's ordinary shares compared to the book carrying amount per share.

       In November 1999, in conjunction with the IPO, a subsidiary of the
Company caused to be transferred 7,507,591 ordinary shares of FKE (or 9.1
percent), to Fox Broadcasting Company ("Fox Broadcasting") as settlement of a
$100,000,000 subscription advance payable. These shares were issued to the
public on behalf of Fox Broadcasting in the IPO for gross proceeds of
$105,256,000 ($14.02 per share). The gross proceeds from these shares, less
underwriter fees and capital taxes of $5,256,000, were retained by Fox
Broadcasting. A pre-tax gain of $78,623,000 was recorded on this transaction in
the second quarter of fiscal year 2000.


                                     Page 5
<PAGE>



Note 3--Programming Costs

Programming costs, net of accumulated amortization, are comprised of the
following (in thousands):

<TABLE>
<CAPTION>
                                                                     JUNE 30, 2000
                                                  ----------------------------------------------------
                                                                      ACCUMULATED       PROGRAMMING
                                                      COST           AMORTIZATION        COSTS, NET
                                                  --------------     --------------    ---------------
<S>                                                <C>                <C>              <C>
Children's programming......................       $  1,446,229       $  1,177,591     $      268,638
Family programming, movies and mini-series..            792,347            454,809            337,538
Projects in production......................             44,818                 --             44,818
Development.................................              7,718                 --              7,718
                                                  --------------    ---------------    --------------
                                                  $   2,291,112      $   1,632,400     $      658,712
                                                 ==============     ===============    ==============
</TABLE>


<TABLE>
<CAPTION>
                                                                   DECEMBER 31, 2000
                                                  ----------------------------------------------------
                                                                      ACCUMULATED       PROGRAMMING
                                                      COST           AMORTIZATION        COSTS, NET
                                                  --------------     --------------    ---------------
<S>                                               <C>                <C>               <C>
Children's programming......................      $   1,528,974      $   1,205,279     $      323,695
Family programming, movies and mini-series..            845,213            532,731            312,482
Projects in production......................             77,537                 --             77,537
Development.................................             11,792                 --             11,792
                                                  --------------     --------------    ---------------
                                                  $   2,463,516      $   1,738,010     $      725,506
                                                  ==============     ==============    ===============
</TABLE>


Interest amounting to $2,963,000 and $1,301,000 was capitalized to programming
costs for the six months ended December 31, 2000 and 1999, respectively.
Depreciation amounting to $1,602,000 and $1,916,000 was capitalized to
programming costs for the six months ended December 31, 2000 and 1999,
respectively.


Note 4--Comprehensive Income (Loss)

       Comprehensive income (loss) for the three months and six months ended
December 31, 2000 and 1999 are as follows (in thousands):

<TABLE>
<CAPTION>
                                               Three Months Ended                  Six Months Ended
                                                  December 31,                       December 31,
                                             1999              2000             1999              2000
                                        -------------      ------------    --------------    -------------
<S>                                     <C>                <C>              <C>               <C>
Net income (loss)                       $  111,966         $     8,458      $    94,758       $   (6,471)
Foreign currency translation adjustment       (454)               (476)            (321)          (1,217)
                                        -------------      ------------    --------------    -------------
Comprehensive income (loss)             $  111,512         $     7,982      $    94,437       $   (7,688)
                                        =============      ============    ==============    =============
</TABLE>


Note 5--Business Segment Reporting

       The Company's business units have been aggregated into two reportable
operating segments: production & distribution and broadcasting. The other column
includes corporate related items, income and expenses not allocated to the
reportable segments and for the three and six-month periods ended December 31,
1999, the Company's gain on issuance of subsidiary stock. The Company's
reportable operating segments have been determined in accordance with the
Company's internal management structure, which is organized based on operating
activities. The Company evaluates performance based upon several factors, of
which the primary financial measure is segment income (loss) before interest,
income taxes, depreciation and amortization of intangibles.


                                     Page 6
<PAGE>


       Summarized financial information concerning the Company's reportable
segments is shown in the following tables (in thousands):

<TABLE>
<CAPTION>
                                        Production
                                      & Distribution    Broadcasting         Other            Total
                                     ---------------    ------------    --------------    ------------
<S>                                  <C>                <C>             <C>               <C>
QUARTER ENDED DECEMBER 31, 1999:
  Revenues........................... $    40,805         $  126,252     $        79      $  167,136
  Income before interest, income
    taxes, depreciation and
    amortization of intangibles...... $     9,662         $   38,767     $   194,314      $  242,743

QUARTER ENDED DECEMBER 31, 2000:
  Revenues........................... $    43,588         $  141,189     $       149      $  184,926
  Income before interest, income
    taxes, depreciation and
    amortization of intangibles...... $    15,134         $   48,655     $       259      $   64,048

SIX MONTHS ENDED DECEMBER 31, 1999:
  Revenues........................... $   116,315         $  222,918     $       105      $  339,338
  Income before interest, income
    taxes, depreciation and
    amortization of intangibles...... $    33,403         $   55,600     $   193,127      $  282,130

SIX MONTHS ENDED DECEMBER 31, 2000:
  Revenues........................... $   101,519         $  240,192     $       170      $  341,881
  Income (loss) before interest,
    income taxes, depreciation and
    amortization of intangibles...... $    39,607         $   69,265     $    (4,623)    $   104,249
</TABLE>


The following table reconciles segment income before interest, income taxes,
depreciation and amortization of intangibles to the Company's condensed
consolidated statements of operations (in thousands):

<TABLE>
<CAPTION>
                                               Three Months Ended               Six Months Ended
                                                  December 31,                    December 31,
                                              1999            2000            1999            2000
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Segment income before interest, income
  taxes, depreciation and amortization
  of intangibles.........................  $  242,743      $   64,048     $  282,130      $  104,249
  Amortization of intangibles............     (10,130)        (10,130)       (20,261)        (20,261)
  Interest expense, net..................     (43,952)        (42,752)       (87,286)        (85,102)
  Depreciation...........................      (2,671)         (2,708)        (5,303)         (5,357)
  Provision for income taxes.............     (74,024)             --        (74,522)             --
                                          ------------    ------------    ------------    ------------
  Net income (loss)....................... $  111,966       $   8,458      $  94,758       $  (6,471)
                                          ============    ============    ============    ============
</TABLE>


Note 6--New Accounting Pronouncements

       For the quarter ended September 30, 2000, the Company adopted Statement
of Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which had no material effect on the
condensed consolidated financial statements.

       In June 2000, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
00-2, "Accounting by Producers and Distributors of Films" ("SOP 00-2"), which
established new accounting standards for producers and distributors of films and
supersedes SFAS No. 53. SOP 00-2 requires that advertising and other
exploitation costs for theatrical and television product be expensed as
incurred. This compares to the Company's existing policy of capitalizing and
then expensing advertising cost for theatrical and television product over the
related revenue streams, as prescribed under SFAS No. 53. In addition, SOP 00-2
requires development cost for abandoned projects after three years and certain
indirect overhead costs to be charged directly to expense, instead of those
costs being capitalized to programming costs, which currently is required under
the existing accounting standard. SOP 00-2 is effective for financial statements
for fiscal years beginning after December 15, 2000, however, earlier application
is encouraged. The Company plans to adopt SOP 00-2 during the first quarter of
fiscal 2002, at which time it expects to record a one-time, non-cash, pre-tax
charge as a cumulative effect of a change in accounting principles, the amount
of which has not yet been determined.


                                     Page 7
<PAGE>


Note 7--Option Agreements Regarding SEI Option Shares

       Under the terms of the Amended and Restated Strategic Stockholders
Agreement dated as of August 1, 1997, as amended, among, inter alia, Haim Saban,
Fox Broadcasting Company and Fox Broadcasting Sub, Inc., Mr. Saban was granted
the right and option, under certain circumstances, to require Fox Broadcasting
Company to purchase all of the Class B Common Stock held by Mr. Saban and the
other former stockholders of Saban Entertainment, Inc., and any of their
transferees (the "SEI Option Shares"). On December 21, 2000, Mr. Saban exercised
this option in accordance with the terms of the Amended and Restated Strategic
Stockholders Agreement. On January 17, 2001, Fox Broadcasting Sub, Inc.
delivered notice to Mr. Saban, stating that it had exercised the Call Option
under the Stock Ownership Agreement dated as of December 22, 1995, as amended,
to purchase the SEI Option Shares pursuant thereto.


                                     Page 8
<PAGE>


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

     This filing contains statements that constitute "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The
words "expect", "estimate", "anticipate", "predict", "believe" and similar
expressions and variations thereof are intended to identify forward-looking
statements. These statements appear in a number of places in this filing and
include statements regarding the intent, belief or current expectations of the
Company, its directors or its officers with respect to, among other things: (a)
trends affecting the Company's financial condition or results of operations; (b)
the Company's programming on the Fox Family Channel; (c) the impact of
competition; and (d) certain other operations. The readers of this filing are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in this filing, including, without
limitation, those risks and uncertainties discussed under the headings "Factors
That Could Impact Future Results" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," in the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1999 as well as the information
set forth below. The Company does not ordinarily make projections of its future
operating results and undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. Readers should carefully review
the risk factors referred to above and the other documents the Company files
from time to time with the Securities and Exchange Commission, including the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000,
the quarterly reports on Form 10-Q filed by the Company, and any current reports
on Form 8-K filed by the Company.

RESULTS OF OPERATIONS

       SIX MONTHS ENDED DECEMBER 31, 2000 COMPARED WITH SIX MONTHS ENDED
DECEMBER 31, 1999

       For the six-month period ended December 31, 2000, revenues increased 0.7%
to $341.9 million as compared to $339.3 million for the same six-month period of
the prior year. The revenue increase of $2.5 million for the period primarily
results from higher revenues from the Company's broadcast segment offset by
lower revenues from the Company's production and distribution segment. The
Company's broadcast segment revenues increased $17.3 million due to higher
domestic and international cable ad sales and subscription fee revenues, but
these increases were offset, in part, by lower ad sales revenues for the Fox
Kids Network. Ad sales revenues for the Fox Family Channel increased due to
higher advertising rates and subscriber fee revenues increased due to greater
household penetration and higher subscriber rates. Both ad sales and
subscription fee revenues from the Company's international cable channels
improved as a result of increased penetration in the marketplace and the launch
of additional channels. The Company's production and distribution segment
revenues decreased $14.8 million primarily due to lower domestic and foreign
syndication revenues as a result of the timing of series deliveries, offset by
higher merchandising and toy revenues.

       Production and programming costs for the six-month period ended December
31, 2000 decreased 11.6% to $130.7 million as compared to $147.8 million for the
same six-month period of the prior year. Production and programming costs as a
percentage of total revenues decreased to 38.2% for the six-month period ended
December 31, 2000 from 43.5% for the comparable prior year period. The decrease
in production and programming costs is primarily due to lower amortization
expense associated with the Company's mix of domestic and foreign revenues as
compared to the prior year.

       Selling, general and administrative expenses increased 4.1% to $108.2
million for the six-month period ended December 31, 2000, from $103.9 million
for the same six months of the prior year. This increase is primarily due to
various factors including the expansion of the international channels and
worldwide internet activities ($5.7 million in total) and increased marketing
expenses for the Fox Family Channel ($4.2 million) offset by lower marketing
expenses for the Fox Kids Network and other general and administrative expenses
($5.6 million in total).

       Depreciation expense for the six-month period ended December 31, 2000
increased slightly as compared to the comparable prior year period. As a
percentage of total revenues, depreciation expense was 1.6% for both periods.

        Amortization of intangible assets for the six-month periods ended
December 31, 2000 and December 31, 1999 results from the acquisition of
International Family Entertainment, Inc. ("IFE"). These intangible assets are
being amortized over 40 years.


                                     Page 9
<PAGE>


       The equity in loss (earnings) of affiliates represents the Company's
portion of the earnings (losses) generated by the Company's international
channels in The Netherlands and Spain.

        Minority interest primarily represents the minority interest share of
earnings of the Company's European subsidiary, Fox Kids Europe N.V. ("FKE"),
which completed its initial public offering in November 1999.

        Interest expense decreased by $2.2 million for the six-month period
ended December 31, 2000, as compared to the same period in 1999. The decrease is
principally due to lower levels of bank facility borrowings as compared to the
prior year.

       In November 1999, FKE, a subsidiary of the Company, issued 12,519,307
previously unissued shares (15.2%) for net proceeds of approximately $153.0
million in an initial public offering of its ordinary shares on the Official
Market of Amsterdam Exchanges. The Company accounted for the proceeds of the
offering in accordance with SAB 51, "Accounting by the parent in consolidation
for sale of stock in subsidiary." Accordingly, a pre-tax gain of $117.3 million
was recorded during the period. The gain recorded represents the Company's
portion of the excess net offering price per share of FKE's ordinary shares
compared to the book carrying amount per share. Additionally, a subsidiary of
the Company caused to be transferred 7,507,591 shares of FKE, or 9.1% of its
ordinary shares, to Fox Broadcasting as settlement of a $100.0 million
subscription advance payable. These shares were issued to the public on behalf
of Fox Broadcasting, as a selling stockholder, in the initial public offering
and the net proceeds from these shares were retained by Fox Broadcasting. A
pre-tax gain of $78.6 million was recorded on the stock issuance to Fox
Broadcasting during the six-month period ended December 31, 1999. (See Note 2 in
the Notes to Condensed Consolidated Financial Statements).

        The Company's provision for income taxes for the six-month period ended
December 31, 1999 primarily reflects taxes associated with the initial public
offering plus foreign withholding taxes. There were no material foreign
withholding taxes for the six months ended December 31, 2000.


        THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED WITH THREE MONTHS ENDED
DECEMBER 31, 1999

       For the three-month period ended December 31, 2000, revenues increased
10.6% to $184.9 million as compared to $167.1 million for the same three-month
period of the prior year. The Company's broadcast segment contributed $15.0
million of the revenue increase of $17.8 million primarily due to higher
domestic cable and international subscription revenues and higher international
ad sales revenues. The Company's production and distribution segment revenues
increased $2.8 million primarily due to higher merchandising and toy revenues
which were offset by lower foreign and domestic syndication revenues due to
timing of deliveries of new series.

       Production and programming costs for the three-month period ended
December 31, 2000 increased 11.0% to $69.3 million as compared to $62.5 million
for the same three-month period of the prior year. Production and programming
costs as a percentage of total revenues increased to 37.5% for the three-month
period ended December 31, 2000 from 37.4% for the comparable prior year period.
The increase in production and programming costs is primarily due to the
increase in revenues described above, and the Company's mix of domestic and
foreign revenues as compared to the prior year.

       Selling, general and administrative expenses decreased 7.8% to $52.6
million for the three-month period ended December 31, 2000, from $57.0 million
for the same three months of the prior year. This decrease is primarily due to
lower marketing expenses for the Fox Kids Network and the Fox Family Channel
($4.2 million in total) and other general and administrative expenses ($2.0
million) offset by expansion of worldwide internet activities ($1.8 million).

        Amortization of intangible assets for the three-month periods ended
December 31, 2000 and December 31, 1999 results from the acquisition of IFE.
These intangible assets are being amortized over 40 years.

       The equity in loss (earnings) of affiliates represents the Company's
portion of the earnings (losses) generated by the Company's international
channels in The Netherlands and Spain.

        Minority interest primarily represents the minority interest share of
earnings of the Company's European subsidiary, FKE, which completed its initial
public offering in November 1999.


                                    Page 10
<PAGE>


        Interest expense decreased by $1.2 million for the three-month period
ended December 31, 2000, as compared to the same period in 1999. The decrease is
principally due to lower levels of bank facility borrowings during the current
period.

        In November 1999, a subsidiary of the Company, FKE, issued 12,519,307
previously unissued shares (15.2%) for net proceeds of approximately $153.0
million in an initial public offering of its ordinary shares on the Official
Market of Amsterdam Exchanges. The Company has accounted for the proceeds of the
offering in accordance with SAB 51. Accordingly, a pre-tax gain of $117.3
million was recorded during the period. The gain recorded represents the
Company's portion of the excess net offering price per share of FKE's ordinary
shares compared to the book carrying amount per share. Additionally, a
subsidiary of the Company caused to be transferred 7,507,591 shares of FKE, or
9.1% of its ordinary shares, to Fox Broadcasting as settlement of a $100.0
million subscription advance payable. These shares were issued to the public on
behalf of Fox Broadcasting, as a selling stockholder, in the initial public
offering and the net proceeds from these shares were retained by Fox
Broadcasting. A pre-tax gain of $78.6 million was recorded on the stock issuance
to Fox Broadcasting during the three-month period ended December 31, 1999. (See
Note 2 in the Notes to Condensed Consolidated Financial Statements).

        The Company's provision for income taxes for the three-month period
ended December 31, 1999 primarily reflects taxes associated with the initial
public offering as described above plus foreign withholding taxes. There were no
material foreign withholding taxes for the three-month period ended December 31,
2000.


LIQUIDITY AND CAPITAL RESOURCES

        As a result of the various financing transactions utilized to fund the
IFE acquisition, which was completed in September 1997, the Company's principal
liquidity requirements arise from interest payments on both the Company's credit
facility ("Credit Facility") and the 9 1/4% Senior Notes due 2007 and the
dividend payments on the Company's Series A Mandatorily Redeemable Preferred
Stock. The Company further anticipates certain seasonal working capital needs
related to the development, production and acquisition of programming, the
financing of accounts receivable and other related operating costs. The Company,
on a regular basis has had, and intends to continue to engage in, exploratory
discussions concerning programming and other acquisition opportunities, and any
such acquisition could result in additional capital requirements. The Company's
principal sources of liquidity include borrowings under the Credit Facility,
cash generated from operations and funding from the Company's stockholders.

        In November 1999, FKE, the Company's indirect subsidiary, completed an
initial public offering of its ordinary shares in The Netherlands, as described
above, generating net cash proceeds of approximately $153.0 million of which
$100.0 million was utilized to pay down the Credit Facility and the remaining
amount was made available for working capital purposes.

       The Credit Facility is comprised of a seven-year amortizing term loan and
a seven-year reducing revolving credit facility. The maximum borrowings allowed
under the facility as of December 31, 2000 are $120.0 million for the term loan
and $355.0 million for the revolving credit facility. The Credit Facility is
scheduled to terminate September 29, 2004. Borrowings under the Credit Facility
bear interest, at the Company's option, at a rate per annum equal to either
LIBOR plus a .75% interest rate margin or the base prime rate. As of December
31, 2000, $25.0 million was available under the Credit Facility for additional
borrowings, subject to certain restrictions.

        Net cash provided by operating activities of the Company for the six
months ended December 31, 2000 was $148.3 million as compared to $135.3 million
for the six months ended December 31, 1999. This increase is primarily due to
the timing of production and programming payments.

        Net cash used in investing activities of the Company during the six
months ended December 31, 2000 and 1999 was $172.3 million and $147.2 million,
respectively. The net cash flow used in investing activities for the six months
ended December 31, 2000 and 1999 primarily related to additions to production
and programming costs and purchases of property and equipment. The six months
ended December 31, 2000 reflected higher than normal production and programming
costs associated with the acquisition of several off network series during the
period. Payment of the license fees on such series are being made in
installments over the respective license periods. There were no such large
acquisitions made in the prior period.

        Net cash (used in) provided by financing activities of the Company
during the six months ended December 31, 2000 and 1999 was ($10.3) million and
$74.0 million, respectively. The financing activities for the six months ended
December 31, 2000 relate to advances from related parties, payments of dividends
related to the Company's Series A Mandatorily


                                    Page 11
<PAGE>


Redeemable Preferred Stock and proceeds from bank borrowings, while the
financing activities for the six months ended December 31, 1999 relate to
proceeds from the initial public offering of the ordinary shares of FKE, the
issuance of additional Fox subordinated debt and advances from related parties,
payments of dividends related to the Company's Series A Mandatorily Redeemable
Preferred Stock and proceeds from and paydown of bank borrowings.

        The Company's total unrestricted cash and cash equivalents balance at
December 31, 2000 was $55.3 million.

        The Company believes that the available borrowings under the Credit
Facility, together with cash flows from operations, cash on hand and funding
from the Company's stockholders should be sufficient to fund its operations and
service its debt for the foreseeable future.


USE OF EBITDA

       While many in the financial community consider earnings before interest,
income taxes, depreciation and amortization of intangibles ("EBITDA") to be an
important measure of comparative operating performance, it should be considered
in addition to, but not as a substitute for or superior to, operating income,
net income (loss), cash flow and other measures of financial performance
prepared in accordance with generally accepted accounting principles. EBITDA
does not reflect cash available to fund cash requirements, and the items
excluded from EBITDA, such as depreciation and non-film amortization, are
significant components in assessing the Company's financial performance. Other
significant uses of cash flows are required before cash will be available to the
Company, including debt service, taxes and expenditures for production,
distribution and broadcast assets. EBITDA eliminates the uneven effect across
business segments of depreciation and amortization primarily resulting from the
value of intangible assets acquired in business combinations accounted for by
the purchase method of accounting, including the Company's August 1997
acquisition of IFE. The Company's calculation of EBITDA may be different from
the calculation used by other companies and, therefore, comparability may be
limited.


                                    Page 12
<PAGE>


        The following table sets forth the Company's revenues and earnings
before interest, income taxes, depreciation and amortization of intangibles for
the three and six-month periods ended December 31, 1999 and 2000. Included in
EBITDA for the three and six month periods ended December 31, 1999 is the
Company's gain on issuance of subsidiary stock which totaled $195.9 million.

<TABLE>
<CAPTION>
                                                      Three Months Ended          Six Months Ended
                                                         December 31,               December 31,
                                                       1999        2000           1999        2000
                                                    ----------- -----------    ----------- -----------
<S>                                                 <C>         <C>            <C>         <C>
 REVENUES:
     Production and distribution.................   $   40,805  $   43,588     $  116,315  $  101,519
     Broadcasting................................      126,252     141,189        222,918     240,192
     Other.......................................           79         149            105         170
                                                    ----------- -----------    ----------- -----------
            Total Revenues.......................   $  167,136  $  184,926     $  339,338  $  341,881
                                                    =========== ===========    =========== ===========

 EBITDA:
     Production and distribution.................   $    9,662  $   15,134     $   33,403  $   39,607
     Broadcasting................................       38,767      48,655         55,600      69,265
     Other.......................................      194,314         259        193,127      (4,623)
                                                    ----------- -----------    ----------- -----------
            Total EBITDA.........................      242,743      64,048        282,130     104,249

 RECONCILIATION TO NET INCOME (LOSS):
     Interest expense, net.......................       43,952      42,752         87,286      85,102
     Depreciation................................        2,671       2,708          5,303       5,357
     Amortization of intangibles.................       10,130      10,130         20,261      20,261
                                                    ----------- -----------    ----------- -----------
 Income (loss) before provision for income taxes.      185,990       8,458        169,280      (6,471)
 Provision for income taxes......................       74,024          --         74,522          --
                                                    ----------- -----------    ----------- -----------
 Net income (loss)...............................   $  111,966  $    8,458     $   94,758  $   (6,471)
                                                    =========== ===========    =========== ===========
</TABLE>


                                    Page 13
<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

    The Company's primary market risks include fluctuations in interest rates,
variability in interest rate spread relationships (i.e., prime to LIBOR spreads)
and exchange rate variability. On occasion, the Company may choose to manage
these market risks by using derivative financial instruments in accordance with
established policies and procedures. Currently, the Company does not use
derivative financial instruments for trading purposes. Additionally, the Company
maintains a mix of fixed and floating debt to mitigate its exposure to interest
rate fluctuations.

    The Company had no interest rate swaps or other material derivative
financial instruments outstanding at December 31, 2000.

    When the Company licenses its programming outside the United States, the
majority of transactions are denominated in U.S. dollars. Channel subscription
fees are denominated in local currencies. For those transactions denominated in
foreign currencies, to the extent possible, sales and purchases in specific
currencies are offset against each other. The foreign currencies in which the
Company has the most significant exchange rate exposure are the British pound,
French franc, German mark, Euro and Canadian dollar. To manage these exposures,
the Company periodically initiates hedging activities by entering into currency
exchange agreements, consisting primarily of currency forward contracts, to
minimize cost variations which could result from fluctuations in currency
exchange rates. The currency exchange agreements which provide hedge coverage
typically mature within one year of origination, consistent with the underlying
purchase or sales commitment.

    The Company had U.S. dollar functional currency forward exchange agreements
covering Canadian dollars totaling CAD$2,700,000 at December 31, 2000, at an
average contractual exchange rate of $.63786. The estimated fair market value at
December 31, 2000 was $79,000.

    The Company's management believes that fluctuations in interest rates and
currency exchange rates in the near term would not materially affect the
Company's consolidated operating results, financial position or cash flows as
the Company has limited risks related to interest rate and currency exchange
rate fluctuations.


                                    Page 14
<PAGE>


PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

       The Company currently and from time to time is engaged in litigation in
the ordinary course of its business. The Company is not currently a party to any
lawsuit or proceeding which, in the opinion of management, if decided adversely
to the Company, would be likely to have a material adverse effect on the
Company's financial condition and results of operations.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

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

          None.

ITEM 5.   OTHER INFORMATION

       Under the terms of the Amended and Restated Strategic Stockholders
Agreement dated as of August 1, 1997, as amended, among, inter alia, Haim Saban,
Fox Broadcasting Company and Fox Broadcasting Sub, Inc., Mr. Saban was granted
the right and option, under certain circumstances, to require Fox Broadcasting
Company to purchase all of the Class B Common Stock held by Mr. Saban and the
other former stockholders of Saban Entertainment, Inc., and any of their
transferees (the "SEI Option Shares"). On December 21, 2000, Mr. Saban exercised
this option in accordance with the terms of the Amended and Restated Strategic
Stockholders Agreement. On January 17, 2001, Fox Broadcasting Sub, Inc.
delivered notice to Mr. Saban, stating that it had exercised the Call Option
under the Stock Ownership Agreement dated as of December 22, 1995, as amended,
to purchase the SEI Option Shares pursuant thereto.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS:

          None.

     (b)  REPORTS ON FORM 8-K:

          None.


                                    Page 15
<PAGE>


                                    SIGNATURE



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


                                         FOX FAMILY WORLDWIDE, INC.


Date: February 13, 2001                    /S/ MEL WOODS
                                         --------------------------------------
                                         Mel Woods
                                         President, Chief Operating Officer and
                                         Chief Financial Officer

                                    Page 16