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, 2001

                                       OR

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


                       COMMISSION FILE NUMBER: 333-12995

                          ABC 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.)

                          500 SOUTH BUENA VISTA STREET
                           BURBANK, CALIFORNIA 91521
                   (Address of principal executive offices)

      Registrant's Telephone Number, Including Area Code: (818) 560-1000

                           ABC Family Worldwide, Inc.
                              10960 Wilshire Blvd.
                              Los Angeles, CA 90024

     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, 2002,
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

                           ABC FAMILY WORLDWIDE, INC.
                      (FORMERLY FOX FAMILY WORLDWIDE, INC.)

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                  (unaudited; in thousands, except share data)

<TABLE>
<CAPTION>
<S>                                           <C>           <C>
                                                December 31,  September 30,
                                                    2001           2001
                                                ------------  -------------
Assets:
Cash and cash equivalents.......................$    80,875   $    78,453
Restricted cash.................................      8,228         8,227
Accounts receivable, net........................    161,127       147,122
Amounts  receivable from related  parties,           36,796       126,213
net
Programming costs, net..........................    405,854       656,795
Property and equipment, net.....................     36,907        44,760
Deferred income taxes...........................     44,577         3,228
Intangible assets, net..........................  1,420,406     1,430,536
Other assets, net...............................     27,458        34,367
                                                ------------  ------------
  Total assets..................................$ 2,222,228   $ 2,529,701
                                                ============  ============
Liabilities and stockholders' deficit:
Accounts and taxes payable......................$   115,469   $    97,415
Accrued liabilities ............................     76,368       134,024
Accrued programming costs.......................    148,601       146,959
Deferred revenues...............................     42,735        33,928
Accrued participations..........................     31,990        33,337
Deferred income taxes...........................     44,577        17,591
Bank and other debt.............................  1,038,983     1,507,071
Amounts payable to related parties, net.........    934,787       400,949
                                                ------------  ------------
  Total liabilities.............................  2,433,510     2,371,274
                                                ------------  ------------

Commitments and contingencies:

Series A Mandatorily  Redeemable Preferred
Stock, $0.001 par value;
  500,000 shares authorized; 345,000
  shares issued and outstanding at
  September 30, 2001 and December 31,
  2001, respectively
  ($1,000 per share liquidation value) .........    345,000       345,000
                                                ------------  ------------

Minority interest...............................     50,171        48,841
                                                ------------  ------------

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
   September 30, 2001 and December 31, 2001,
   respectively.................................         --           --
  Class B Common Stock,  $0.001 par value;
   16,000,000 shares authorized, 15,840,000
   shares issued and outstanding at
   September 30, 2001 and December 31, 2001,
   respectively.................................         16            16
  Contributed capital...........................     78,671        78,671
  Accumulated other comprehensive loss..........     (8,888)       (8,618)
  Deficit.......................................   (676,252)     (305,483)
                                                ------------  ------------
   Total stockholders' deficit..................   (606,453)     (235,414)
                                                ------------  ------------
   Total liabilities  and  stockholders'
     deficit....................................$ 2,222,228   $ 2,529,701
                                                ============  ============
</TABLE>


            See notes to condensed consolidated financial statements


<PAGE>


                           ABC FAMILY WORLDWIDE, INC.,
                      (FORMERLY FOX FAMILY WORLDWIDE, INC.)

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                           December 31, 2001 and 2000
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
<S>                                          <C>           <C>
                                                   2001         2000
                                               -----------   -----------

 Revenues..................................    $  134,733    $  184,926

 Costs and expenses:

    Production and programming.............       (56,102)      (69,323)

    Selling, general and administrative....       (75,769)      (52,576)

    Depreciation...........................        (2,889)       (2,708)

    Amortization of intangible assets......       (10,130)      (10,130)

    Acquisition charges....................      (308,225)           --

 Interest expense, net....................        (43,468)      (42,752)

 Equity in earnings of affiliates..........           232         1,913

 Minority interests........................        (1,324)         (892)
                                               -----------   -----------
 (Loss) income before income taxes.........      (362,942)        8,458

 Income taxes..............................            --            --
                                               -----------   -----------

 Net (loss) income.........................    $ (362,942)   $    8,458
                                               ===========   ===========
</TABLE>




























            See notes to condensed consolidated financial statements


<PAGE>


                           ABC FAMILY WORLDWIDE, INC.
                      (FORMERLY FOX FAMILY WORLDWIDE, INC.)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                           DECEMBER 31, 2001 and 2000
                            (unaudited, in thousands)
<TABLE>
<CAPTION>
<S>                                                   <C>          <C>
                                                           2001         2000
                                                        ----------   ----------
OPERATING ACTIVITIES:
Net (loss) income ..................................... $ (362,942)  $   8,458
Adjustments to reconcile net (loss) income to net
 cash used in operating activities:
     Depreciation......................................      2,889       2,708
     Amortization of intangibles.......................     10,130      10,130
     Non-cash acquisition charges......................    275,804          --
     Equity in earnings of affiliates..................       (232)     (1,913)
     Minority interest in share of earnings............      1,324         892
     Other.............................................     (1,584)         (3)
     Changes in operating assets and liabilities:
       Accounts receivable, net........................    (14,005)    (60,940)
       Amounts receivable from related parties, net....     89,417      (1,548)
       Additions to production and programming costs...     (7,138)      1,963
       Other assets....................................      6,882         572
       Accounts and taxes payable and accrued
        liabilities....................................    (34,488)     (2,484)
       Accrued programming costs.......................      1,642      (4,783)
       Accrued participations..........................     (1,347)     (5,804)
       Deferred income taxes...........................    (14,363)         --
       Deferred revenues...............................      8,807         743
                                                        -----------  ----------
            Net cash used in operating activities......    (39,204)    (52,009)
                                                        -----------  ----------

INVESTING ACTIVITIES:
Purchase of property and equipment.....................       (616)     (3,549)
Other..................................................         (5)        867
                                                        -----------  ----------
            Net cash used in investing activities......       (621)     (2,682)
                                                        -----------  ----------

FINANCING ACTIVITIES:
Proceeds from bank borrowings..........................         --       5,000
Paydown on bank borrowings.............................   (466,878)       (124)
Paydown on NAI Bridge Loan.............................         --         (67)
Dividends on Preferred Stock...........................     (7,827)     (7,827)
Paydowns on Senior Notes and Senior Discount Notes.....     (5,455)         --
Advances from related parties..........................    522,407         382
                                                        -----------  ----------
            Net cash provided by (used in)financing
             activities................................     42,247      (2,636)
                                                        -----------  ----------

Increase (decrease) in cash and cash equivalents..           2,422     (57,327)
Cash and cash equivalents at beginning of period..          78,453     112,664
                                                        -----------  ----------
Cash and cash equivalents at end of period........      $   80,875   $  55,337
                                                        ===========  ==========

</TABLE>










            See notes to condensed consolidated financial statements


<PAGE>


                           ABC FAMILY WORLDWIDE, INC.
                      (FORMERLY FOX FAMILY WORLDWIDE, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited; in thousands)


1.   The accompanying unaudited condensed consolidated financial statements of
ABC Family Worldwide, Inc., formerly known as Fox Family Worldwide, Inc. (the
Company) have been prepared in accordance with accounting principles generally
accepted in the United States (GAAP) 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 accounting principles generally accepted 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 three-month period
December 31, 2001 are not necessarily indicative of the results that may be
expected for the year ending September 30, 2002.

     As discussed in Note 2, the Company was acquired by The Walt Disney Company
(Disney) on October 24, 2001. These interim unaudited condensed consolidated
financial statements continue to reflect the Company's historical cost basis of
accounting and do not reflect the push-down of any fair value adjustments made
by Disney in its accounting for the acquisition. The Company continues to have
outstanding publicly traded debt securities and, accordingly, continues to
report its financial statements prepared on a basis consistent with periods
prior to the acquisition by Disney.

     These interim unaudited 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, 2001, and the Company's Transition
Report on Form 10-Q for the transition period from July 1, 2001 to September 30,
2001.

     The preparation of the unaudited condensed consolidated financial
statements in conformity with GAAP requires management to make estimates and
assumptions that affect the amounts reported in the unaudited condensed
consolidated financial statements and accompanying notes. 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.

2. On October 24, 2001, Disney completed its previously announced acquisition of
all the outstanding common stock of the Company.

     In connection with the acquisition by Disney, the Company repaid $466.9
million of borrowings under its credit facility and the facility was terminated.
This payment was funded by an advance from Disney totaling $522.4 million.
Additionally, Disney repaid certain subordinated borrowings that the Company had
with one of its former shareholders totaling $394.3 million.

     In addition, pursuant to the closing of the acquisition and in accordance
with the terms of their respective employment agreements, the Company made cash
payments totaling $74.1 million to Company stock option holders for the vested
option shares held by each option holder. There are no more options outstanding.
The stock option expense related to these options had been previously recorded
by the Company.



<PAGE>


                           ABC FAMILY WORLDWIDE, INC.
                      (FORMERLY FOX FAMILY WORLDWIDE, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited; in thousands)


     Immediately following the closing of the acquisition, the Company ceased to
broadcast the Fox Kids Network (FKN), which is now operated by Fox Broadcasting
Company (Fox). The Company will provide, under a licensing fee agreement,
certain programming to Fox for the 2001-2002 broadcast season for broadcast on
FKN.

     On October 24, 2001, Moody's Investor Service announced that it had
upgraded the Company's senior unsecured notes due in 2007 to Baa1 from B1
following the completion of the acquisition by Disney. In addition, Standard &
Poor's announced that it had raised the Company's senior unsecured debt rating
from B to A-, following the completion of the acquisition. As a result of these
ratings upgrades, certain debt covenants no longer apply.

     During the quarter, the Company recorded merger charges totaling $308.2
million due primarily to changes in its strategic direction resulting from the
acquisition by Disney. The charges were primarily for write-offs of programming
that, under Disney management, will not be utilized. Management is in the
process of finalizing its determination of programming utilization and
additional write-offs may be recorded. Additionally, the charges included
one-time acquisition bonuses to certain Company executives and fixed asset
write-downs and leasehold termination costs for facilities that will not be
used.

     Following the acquisition, the Company will file consolidated federal
income tax returns with The Walt Disney Company. The Company determines its
federal tax liability principally on a separate company basis and pays any
liability to Disney. State tax returns are filed on an individual company basis
except for certain states where they are filed on a combined basis with Disney.
The Company determines its state tax liability for those combined states on a
separate company basis and pays any liability to Disney.

3. The operating segments reported below are the segments of the Company for
which separate financial information is available and for which segment
operating income or loss amounts are evaluated regularly by management in
deciding how to allocate resources and in assessing performance.

<TABLE>
<CAPTION>
                                                            Three Months
                                                         Ended December 31,
                                                        ----------------------
<S>                                                  <C>          <C>
                                                          2001         2000
                                                        ---------    ---------
Revenues:
   Broadcasting                                       $ 112,906    $ 141,189
   Production and Distribution                           21,827       43,737
                                                        ---------    ---------
                                                      $ 134,733    $ 184,926
                                                        =========    =========
Segment operating income (loss):
   Broadcasting                                       $  15,144    $  45,266
   Production and Distribution                          (13,248)      14,804
                                                        ---------    ---------
                                                      $   1,896    $  60,070
                                                        =========    =========
</TABLE>

     The Company evaluates the performance of its operating segments based on
segment operating income. A reconciliation of segment operating income to income
(loss) before income taxes is as follows:


<PAGE>


                           ABC FAMILY WORLDWIDE, INC.
                      (FORMERLY FOX FAMILY WORLDWIDE, INC.)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (unaudited; in thousands)

<TABLE>
<CAPTION>
                                                            Three Months
                                                         Ended December 31,
                                                        ----------------------
<S>                                                   <C>          <C>
                                                          2001         2000
                                                        ---------    ---------
Segment operating income                              $    1,896    $  60,070
Corporate and unallocated shared expenses                 (1,923)         249
Amortization of intangible assets                        (10,130)     (10,130)
Interest expense, net                                    (43,468)     (42,752)
Equity in the earnings of affiliates                         232        1,913
Acquisition charges                                     (308,225)          -
Minority interests                                        (1,324)        (892)
                                                        ---------    ---------
(Loss) income before income taxes                     $ (362,942)   $   8,458
                                                        =========    =========
</TABLE>

4.   Comprehensive (loss) income for the three months ended December 31, 2001
and 2000 are as follows:

<TABLE>
<CAPTION>
<S>                                                  <C>          <C>
                                                          2001          2000
                                                        --------     ---------
Net (loss) income                                     $ (362,942)  $    8,458
Foreign currency translation adjustment                    (270)         (476)
                                                        --------     ---------
Comprehensive (loss) income                           $ (363,212)  $    7,982
                                                        =========    =========
</TABLE>

5.   In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 141, Business Combinations (SFAS 141) and
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142). The Board also issued Statement of Financial
Accounting Standards No. 143, Accounting for Obligations Associated with the
Retirement of Long-Lived Assets (SFAS 143), and Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS 144), in August and October 2001, respectively.

     SFAS 141 requires all business combinations initiated after June 30, 2001
to be accounted for under the purchase method. SFAS 141 superseded APB Opinion
No. 16, Business Combinations, and Statement of Financial Accounting Standards
No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises.

     SFAS 142 addresses the financial accounting and reporting for acquired
goodwill and other intangible assets. Under the new rules, the Company is no
longer required to amortize goodwill and other intangible assets with indefinite
lives but will be subject to periodic testing for impairment. SFAS 142
supersedes APB Opinion No. 17, Intangible Assets. Effective October 1, 2002, the
Company will adopt SFAS 142 and is evaluating the effect that such adoption may
have on its consolidated results of operations and financial position. However,
the Company expects that a substantial amount of its intangible assets will no
longer be amortized.

     SFAS 144 establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations. SFAS 144
superseded Statement of Financial Accounting Standards No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
and APB Opinion No. 30, Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. The provisions of SFAS 144 are
effective in fiscal years beginning after December 15, 2001, with early adoption
permitted and, in general, are to be applied prospectively. The Company adopted
SFAS 144 effective October 1, 2001 and such adoption did not have a material
impact on its consolidated results of operations and financial position.


<PAGE>


                           ABC FAMILY WORLDWIDE, INC.
                      (FORMERLY FOX FAMILY WORLDWIDE, INC.)

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


SEASONALITY

     The Company's businesses are subject to the effects of seasonality.
Consequently, the operating results for the quarter ended December 31, 2001 for
each business segment, and for the Company as a whole, are not necessarily
indicative of results to be expected for the full year.

     Broadcasting revenues are influenced by advertiser demand and the seasonal
nature of programming, and generally peak in the spring and fall.

     Production and distribution revenues fluctuate based upon the timing of the
release of product. Release dates are determined by several factors, including
product availability, timing of vacation and holiday periods and competition in
the market.

RESULTS OF OPERATIONS

     Revenues for the quarter decreased 27.1%, or $50.2 million, to $134.7
million compared to the prior-year quarter. The decrease was driven by declines
of $28.3 million and $21.9 million in broadcasting and production and
distribution, respectively. Decreased broadcasting revenues were primarily due
to the fact that the Company ceased to broadcast the Fox Kids Network upon the
close of the acquisition by Disney, which reduced revenues by $18.3 million, and
lower domestic advertising sales revenues, offset slightly by higher domestic
cable and international subscription revenues. The weak advertising market
contributed to the remainder of the decline. Decreased production and
distribution revenues reflected lower domestic merchandising and toy revenues
due to lower licensing revenues from Digimon and Power Rangers merchandise and
lower foreign syndication revenues due to decreased production activity and
several large non-recurring deals in the prior year.

     Production and programming costs decreased 19%, or $13.2 million, to $56.1
million. Production and programming costs as a percentage of total revenues
increased to 41.6% for the current period from 37.5% for the prior-year quarter.
The increase in production and programming costs as a percentage of revenues is
primarily due to an increase in airings of higher cost off-network programming
on the ABC Family Channel, as well as the Company's mix of domestic and foreign
revenues.

     Selling, general and administrative expenses increased 44.1%, or $23.2
million, to $75.8 million as compared to the prior year quarter, reflecting
higher legal and bad debt expenses and higher costs from international broadcast
operations due to expansion, partially offset by decreases due to the transfer
of the Fox Kids Network to Fox.

     During the quarter, the Company recorded merger charges totaling $308.2
million due primarily to changes in its strategic direction resulting from the
acquisition by Disney. The charges were primarily for write-offs of programming
that, under Disney management, will not be utilized. Management is in the
process of finalizing its determination of programming utilization and
additional write-offs may be recorded. Additionally, the charges included
one-time acquisition bonuses to certain Company executives and fixed asset
write-downs and leasehold termination costs for facilities that will not be
used.


<PAGE>


                           ABC FAMILY WORLDWIDE, INC.
                      (FORMERLY FOX FAMILY WORLDWIDE, INC.)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

     Net loss for the quarter was $362.9 million, compared to net income of $8.5
million for the prior-year quarter. The current period loss was driven by
acquisition charges, decreased revenues and higher programming costs. The
Company has not provided for any income tax provision on benefit during the
current or prior-year periods. The combination of current losses and prior-year
loss carry forwards resulted in no income tax liability and accordingly no
provision. The Company has not recorded any income tax benefit as it is not
certain that those benefits will be realized.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash used in operating activities for the quarter was $39.2 million,
compared to $52.0 million for the prior-year period, primarily due to the timing
of the collection of accounts receivable and related party receivables,
partially offset by stock option payments made in conjunction with the Disney
acquisition and lower operating results before the acquisition charges.

     Net cash used in investing activities was $0.6 million and $2.7 million for
the current and prior-year quarter, respectively, and was primarily for property
and equipment purchases.

     Net cash provided by (used in) financing activities was $42.2 million and
$(2.6) million for the current and prior-year quarter, respectively. In
connection with the acquisition, all outstanding debt under the credit facility
($466.9 million) was repaid and the credit facility was terminated. This
repayment was funded by an advance from Disney totaling $522.4 million.
Additionally, during the quarter, the Company paid $7.8 million in preferred
dividends and repaid $5.5 million of its senior notes and senior discount notes.

     On November 1, 2001, the Company made an election to change the payment
terms on its 10.25% senior discount notes. Whereas interest on this debt
accrued semiannually to the principal balance to be paid at maturity, on
November 1, 2001, the Company elected to change to semiannual cash interest
payments with the first payment being due May 1, 2002.

     Commitments to purchase broadcast programming were approximately $305
million at December 31, 2001. The Company expects to continue to enter into
commitments to purchase broadcast programming rights.

     Management believes that cash flow from operations, cash on hand and
funding from Disney, should be sufficient to fund its operations and service its
debt for the foreseeable future.

OTHER MATTERS

     In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, Business Combinations (SFAS 141) and
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142). They also issued Statement of Financial Accounting
Standards No. 143, Accounting for Obligations Associated with the Retirement of
Long-Lived Assets (SFAS 143), and Statement of Financial Accounting Standards
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS
144), in August and October 2001, respectively.

     SFAS 141 requires all business combinations initiated after June 30, 2001
be accounted for under the purchase method. SFAS 141 superseded APB Opinion No.
16, Business Combinations, and Statement of Financial Accounting Standards No.
38, Accounting for Preacquisition Contingencies of Purchased Enterprises.



<PAGE>


                           ABC FAMILY WORLDWIDE, INC.
                      (FORMERLY FOX FAMILY WORLDWIDE, INC.)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


     SFAS 142 addresses the financial accounting and reporting for acquired
goodwill and other intangible assets. Under the new rules, the Company is no
longer required to amortize goodwill and other intangible assets with indefinite
lives but will be subject to periodic testing for impairment. SFAS 142
supersedes APB Opinion No. 17, Intangible Assets. Effective October 1, 2002, the
Company will adopt SFAS 142 and is evaluating the effect that such adoption may
have on its consolidated results of operations and financial position. However,
the Company expects that a substantial amount of its intangible assets will no
longer be amortized.

     SFAS 144 establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations. SFAS 144
superseded Statement of Financial Accounting Standards No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
and APB Opinion No. 30, Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. The provisions of SFAS 144 are
effective in fiscal years beginning after December 15, 2001, with early adoption
permitted and, in general, are to be applied prospectively. The Company adopted
SFAS 144 effective October 1, 2001 and such adoption did not have a material
impact on its consolidated results of operations and financial position.

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, foreign exchange or other material
financial instruments outstanding at December 31, 2001.

     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>


                           ABC FAMILY WORLDWIDE, INC.
                      (FORMERLY FOX FAMILY WORLDWIDE, INC.)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


FORWARD LOOKING STATEMENTS

     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 ABC Family Channel (formerly the Fox Family
Channel); (c) the impact of competition; (d) strategic decisions by Disney; and
(e) the expansion of the Company's international channels and 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, 2001 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, 2001, the quarterly
reports on Form 10-Q filed by the Company, and any current reports on Form 8-K
filed by the Company.




<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

     On October 24, 2001, the stockholders of the Company gave their unanimous
written consent to the adoption of an amendment to the Company's Certificate of
Incorporation changing the Company's corporate name from "Fox Family Worldwide,
Inc." to "ABC Family Worldwide, Inc."

ITEM 5.        OTHER INFORMATION

               None

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

    (a)        Exhibits:

               None

    (b)        Reports on Form 8-K:

               Current Report on Form 8-K dated October 24, 2001 and reporting
               Items 5 and 7.

               Current Report on Form 8-K dated November 20, 2001 and reporting
               Item 5.

               Current Report on Form 8-K dated December 6, 2001 and reporting
               Items 5 and 7.

               Current Report on Form 8-K dated December 12, 2001 and reporting
               Items 5 and 7.

               Current Report on Form 8-K dated December 28, 2001 and reporting
               Items 4 and 7.




<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.


                                             ABC FAMILY WORLDWIDE, INC.




Date: February 14, 2002                      /s/ Mel Woods
                                             ---------------------------
                                             Mel Woods
                                             President, Chief Operating Officer
                                             and Chief Financial Officer
                                             (Principal Financial Officer)