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, 1999

                                      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, 2000,
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


<TABLE>
                                                  FOX FAMILY WORLDWIDE, INC.

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

                                                                                    June 30,           December 31,
                                                                                      1999                 1999
                                                                                    (audited)           (unaudited)
                                                                                 ----------------    ------------------

<S>                                                                              <C>                 <C>
Assets:
Cash and cash equivalents..............................................          $        46,858     $         109,022
Restricted cash........................................................                    8,204                 8,208
Accounts receivable, net...............................................                  145,050               163,808
Amounts receivable from related parties................................                   19,082                64,637
Programming costs, net.................................................                  538,219               558,878
Property and equipment, net............................................                   58,096                52,929
Deferred income taxes..................................................                   38,829                38,829
Intangible assets, net.................................................                1,539,852             1,519,591
Other assets, net......................................................                   77,684                61,861
                                                                                 ----------------    ------------------
  Total assets.........................................................          $     2,471,874     $       2,577,763
                                                                                 ================    ==================

Liabilities and stockholders' (deficit) equity:
Accounts payable.......................................................          $        44,743     $          53,830
Accrued liabilities ...................................................                  190,664               180,357
Deferred revenue.......................................................                   59,314                50,818
Accrued participations.................................................                   38,860                43,517
Deferred income taxes..................................................                   20,748                94,225
Bank and other debt....................................................                1,726,315             1,683,371
Amounts payable to related parties.....................................                  113,973                41,107
                                                                                 ----------------    ------------------
  Total liabilities....................................................                2,194,617             2,147,225
                                                                                 ----------------    ------------------

Commitments and contingencies

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

Minority interest......................................................                       --                56,552
                                                                                 ----------------    ------------------

Stockholders' (deficit) equity:
      Preferred Stock, $0.001 par value; 19,500,000 shares authorized;
        no shares issued or outstanding................................                       --                    --
      Class A Common Stock, $0.0001 par value; 16,000,000 shares
        authorized, 160,000 shares issued and outstanding..............                       --                    --
      Class B Common Stock, $0.0001 par value; 16,000,000 shares
        authorized, 15,840,000 shares issued and outstanding...........                       16                    16
      Contributed capital..............................................                   60,731                78,672
      Accumulated other comprehensive loss.............................                   (1,893)               (2,214)
      Accumulated deficit..............................................                 (126,597)              (47,488)
                                                                                 ----------------    ------------------
  Total stockholders' (deficit) equity ................................                  (67,743)               28,986
                                                                                 ----------------    ------------------
  Total liabilities and stockholders' (deficit) equity ................          $     2,471,874     $       2,577,763
                                                                                 ================    ==================

                                                       See accompanying notes.
</TABLE>


                                     Page 2
<PAGE>


<TABLE>
                                            FOX FAMILY WORLDWIDE, INC.
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                       FOR THE THREE AND SIX MONTHS ENDED
                                            DECEMBER 31, 1998 and 1999
                                                     (UNAUDITED)

<CAPTION>
                                                    Three Months Ended           Six Months Ended
                                                       December 31,                 December 31,
                                                   1998            1999        1998           1999
                                               -----------     -----------  -----------     ---------
                                                      (In thousands)              (In thousands)
<S>                                            <C>             <C>          <C>             <C>
Revenues....................................... $ 178,725      $  167,136   $   361,037     $ 339,338
                                                ----------     -----------  -----------     ---------
Costs and expenses:
    Production and programming.................    76,464          62,479       173,733       147,766
    Selling, general and administrative........    54,683          56,997       101,399       103,939
    Depreciation...............................     2,785           2,671         4,967         5,303
    Amortization of intangibles................    10,220          10,130        20,440        20,261
                                                ---------      ----------   -----------     ---------
                                                  144,152         132,277       300,539       277,269
                                                ---------      ----------   -----------     ---------

Operating income...............................    34,573          34,859        60,498        62,069

Equity in loss of unconsolidated affiliate.....       944             842         2,665         1,407
Other (income) expense, net....................      (174)             14          (282)           35
Interest expense, net..........................    41,105          43,952        82,835        87,286
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......................................    (7,302)        185,990       (24,720)      169,280
Provision for income taxes.....................       338          74,024           716        74,522
                                                ----------     -----------  ------------    ---------
Net income (loss).............................. $  (7,640)     $  111,966   $   (25,436)    $  94,758
                                                ==========     ===========  ============    =========


                                                       See accompanying notes.
</TABLE>


                                     Page 3
<PAGE>


<TABLE>
                             FOX FAMILY WORLDWIDE, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FOR THE SIX MONTHS ENDED
                             DECEMBER 31, 1998 AND 1999
                                    (UNAUDITED)

<CAPTION>
                                                             1998        1999
                                                        ------------- ----------
                                                              (In thousands)
<S>                                                       <C>           <C>
OPERATING ACTIVITIES:
Net income (loss).......................................  $   (25,436)  $  94,758
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
     Amortization of programming costs..................      168,576     126,537
     Depreciation.......................................        4,967       5,303
     Amortization of intangibles........................       20,440      20,261
     Amortization of debt issuance costs................        1,630       1,631
     Equity in loss of unconsolidated affiliate.........        2,665       1,407
     Non-cash interest expense..........................       32,637      39,304
     Gain on issuance of subsidiary stock...............           --    (195,939)
     Changes in operating assets and liabilities:
        Restricted cash.................................           --          (4)
        Accounts receivable, net........................      (25,406)    (18,758)
        Amounts receivable from related parties.........       (6,406)    (25,555)
        Other assets....................................        9,816      10,231
        Accounts payable and accrued liabilities........       47,678     (14,634)
        Accrued participations..........................      (10,779)      4,657
        Deferred income taxes ..........................          322      73,477
        Deferred revenue................................      (14,153)     (8,496)
                                                          -----------   ----------
Net cash provided by operating activities...............      206,551     114,180
                                                          -----------   ----------
INVESTING ACTIVITIES:
Purchase of property and equipment......................       (7,690)     (2,052)
Additions to production and programming costs...........     (213,583)   (145,280)
Other...................................................         (907)        172
                                                          -----------   ----------
Net cash used in investing activities...................     (222,180)   (147,160)
                                                          -----------   ----------
FINANCING ACTIVITIES:
Proceeds from bank borrowings...........................          610      15,000
Paydown on bank borrowings..............................      (10,801)   (112,114)
Paydown on NAI Bridge loan..............................         (135)       (134)
Proceeds from Fox Subordinated Debt.....................           --      15,000
Dividends on Preferred Stock............................      (15,652)    (15,649)
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...........................        5,996      27,134
                                                          -----------  ----------
Net cash (used in) provided by investing activities.....      (19,982)     95,144
                                                          -----------  ----------
(Decrease) increase in cash and cash equivalents........      (35,611)     62,164
Cash and cash equivalents at beginning of period........       82,313      46,858
                                                          -----------  ----------
Cash and cash equivalents at end of period..............  $    46,702  $  109,022
                                                          ===========  ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
     Interest (net of amounts capitalized)..............  $    44,096  $   43,588
     Income taxes.......................................  $     1,158  $    1,045
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


                              See accompanying notes.
</TABLE>


                                     Page 4
<PAGE>


                             FOX FAMILY WORLDWIDE, INC.

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  DECEMBER 31, 1999
                                     (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
generally accepted accounting principles 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 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, 1999 are not necessarily indicative of the results that may be
expected for the year ended June 30, 2000.

      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, 1999.

      The preparation of the condensed consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the 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 gain of $117,316,000 was
recorded in the second quarter of fiscal year 2000, less an income tax provision
of $43,994,000. 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 ("FBC") as settlement of a $100,000,000 subscription
advance payable. These shares were issued to the public on behalf of FBC in the
initial public offering 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 FBC. A gain of $78,623,000, less an income tax
provision of $29,483,000, was recorded on this transaction in the second quarter
of fiscal year 2000.


                                     Page 5
<PAGE>


Note 3--Programming Costs

Programming costs, less accumulated amortization, are comprised of the
following:


<TABLE>
<CAPTION>
                                                             JUNE 30, 1999
                                              -----------------------------------------
                                                          (in thousands)
                                              -----------------------------------------
                                                            ACCUMULATED     PROGRAMMING
                                                  COST      AMORTIZATION    COSTS, NET
                                              -----------   ------------   ------------
<S>                                           <C>            <C>           <C>
Children's programming.............           $ 1,289,026    $1,064,308    $    224,718
Family programming, movies and
  mini-series......................               562,304       328,291         234,013
Projects in production.............                72,172            --          72,172
Development........................                 7,316            --           7,316
                                              -----------    -----------   ------------
                                              $ 1,930,818    $ 1,392,599   $    538,219
                                              ===========    ===========   ============
</TABLE>


<TABLE>
<CAPTION>
                                                           DECEMBER 31, 1999
                                              -------------------------------------------
                                                            (in thousands)
                                              -------------------------------------------
                                                              ACCUMULATED    PROGRAMMING
                                                  COST        AMORTIZATION    COSTS, NET
                                              -----------     ------------   ------------
<S>                                           <C>             <C>            <C>
Children's programming.............           $ 1,386,380     $ 1,129,598    $    256,782
Family programming, movies and
  mini-series......................               634,813         389,538         245,275
Projects in production.............                51,819              --          51,819
Development........................                 5,002              --           5,002
                                              ===========     ============   ============
                                              $ 2,078,014      $ 1,519,136   $    558,878
                                              ===========     ============   ============
</TABLE>

Interest amounting to $1,301,000 and $1,532,000 was capitalized to programming
costs for the six months ended December 31, 1999 and 1998, respectively.
Depreciation amounting to $1,916,000 and $1,819,000 was capitalized to
programming costs for the six months ended December 31, 1999 and 1998,
respectively.


Note 4--Comprehensive Income (Loss)

      Comprehensive income (loss) for the three months and six months ended
December 31, 1999 and 1998 are as follows (in thousands):

<TABLE>
<CAPTION>
                                     Three Months Ended            Six Months Ended
                                        December 31,                  December 31,
                                     1998          1999           1998           1999
                                 ------------   -----------   ------------   ------------
<S>                               <C>            <C>           <C>            <C>
Net income (loss)                 $    (7,640)   $  111,966    $   (25,436)   $    94,758
Foreign currency translation
  adjustment                            1,013          (454)           596           (321)
                                 ============   ===========   ============   ============
Comprehensive income (loss)       $    (6,627)   $  111,512    $   (24,840)   $    94,437
                                 ============   ===========   ============   ============
</TABLE>


Accumulated other comprehensive income (loss) at December 31, 1998 consisted of
foreign currency translation adjustments of $(605,000).

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.

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


                                     Page 6
<PAGE>


<TABLE>
<CAPTION>
                                             Production
                                           & Distribution   Broadcasting     Other         Total
                                           --------------   ------------   ----------     ----------
<S>                                        <C>              <C>            <C>            <C>
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, 1998:
  Revenues..............................   $ 136,323        $  224,107     $     607      $ 361,037
  Income (loss) before interest,
    income taxes, depreciation
    and amortization of intangibles.....   $  35,749        $  53,660      $  (5,887)     $  83,522

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, 1998:
  Revenues..............................   $  52,760        $ 125,949      $      16      $ 178,725
  Income (loss) before interest,
    income taxes, depreciation
    and amortization of intangibles.....   $  14,525        $  36,114      $  (3,831)     $  46,808
</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,
                                      1998          1999         1998         1999
                                    ----------  -----------   ----------  -----------
<S>                                <C>         <C>           <C>          <C>
Segment income before interest,
  income taxes, depreciation and
  amortization of intangibles..... $  46,808   $  242,743   $   83,522   $  282,130
Amortization of intangibles.......   (10,220)     (10,130)     (20,440)     (20,261)
Interest expense, net.............   (41,105)     (43,952)     (82,835)     (87,286)
Depreciation......................    (2,785)      (2,671)      (4,967)      (5,303)
Provision for income taxes........      (338)     (74,024)        (716)     (74,522)
                                   ----------  -----------  -----------  -----------
Net income (loss)................. $  (7,640)   $ 111,966   $  (25,436)  $   94,758
                                   ==========  ===========  ===========  ===========
</TABLE>


                                     Page 7
<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.
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, 1999, 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, 1999 COMPARED WITH SIX MONTHS ENDED
DECEMBER 31, 1998

      For the six-month period ended December 31, 1999, revenues decreased 6.0%
to $339.3 million as compared to $361.0 million for the same six-month period of
the prior year. The revenue decrease of $21.7 million for the period primarily
results from lower direct-to-video revenues of $25.1 million offset by higher
foreign syndication and merchandising revenues associated with the production
and distribution segment of the Company. The market for direct-to-video features
is highly competitive, primarily due to an oversupply of family-oriented product
in the marketplace and as such, the Company did not release any new titles in
the current year. The Company's broadcast segment revenues decreased $1.2
million due to lower domestic cable and network ad sales revenues, but these
decreases were offset, in part, by higher subscription fee and international ad
sales revenues. Subscriber fee revenues for the Fox Family Channel increased due
to greater household penetration and higher subscriber rates while 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 is positioning the Fox Family Channel by marketing and
appealing to the adult 18-49 demographic during primetime and evenings and to
children during the day. The Company utilizes original series, specials, and
both produced and licensed movies for its primetime programming while the
daytime children's block consists of library product along with other third
party acquired and original programming. The cable platform covers approximately
95% of U.S. cable and direct broadcast satellite homes and currently reaches
approximately 75 million viewers. The Company has introduced various programming
changes, which have had a positive impact on ratings and have improved important
demographics. The Company continues to pursue its long-term objective of
attracting a broader audience with improved advertiser demographics.

      Production and programming costs for the six-month period ended December
31, 1999 decreased 14.9% to $147.8 million as compared to $173.7 million for the
same six-month period of the prior year. Production and programming costs as a
percentage of total revenues decreased to 43.5% for the six-month period ended
December 31, 1999 from 48.1% for the comparable prior year period. The decreases
in production and programming costs are attributable to a number of factors,
primarily the decrease in direct-to-video revenues described above, which have
high amortization rates, and 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 2.5% to $103.9
million for the six-month period ended December 31, 1999, from $101.4 million
for the same six months of the prior year. This increase is due to various costs
incurred with the expansion of the international channels and increased
marketing expenses for the Fox Kids Network. Offsetting this increase were lower
marketing expenses for the Fox Family Channel as the result of the reformatting
costs incurred in the prior year.


                                     Page 8
<PAGE>


      Depreciation expense for the six-month period ended December 31, 1999
increased $0.3 million or 6.8% as compared to the comparable prior year period.
As a percentage of total revenues, depreciation expense increased to 1.6% in the
current year from 1.4% in the prior year. The increase is due to depreciation on
property and equipment additions.

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

      The equity in loss of unconsolidated affiliate represents the Company's
portion of the loss generated by TV10, a cable network based in The Netherlands.
This cable network is a joint venture between the Company and a subsidiary of
The News Corporation Limited.

      Interest expense increased by $4.5 million for the six-month period ended
December 31, 1999, as compared to the same period in 1998. The increase is
principally due to higher levels of the Company's subordinated debt partially
offset by lower levels of bank facility borrowings.

      In November 1999, a subsidiary of the Company, Fox Kids Europe N.V., a
public limited liability company organized in The Netherlands ("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 Staff Accounting Bulletin ("SAB")
51, "Accounting by the parent in consolidation for sale of stock in subsidiary."
Accordingly, a gain of $117.3 million was recorded during the current 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
Company ("FBC") as settlement of a $100.0 million subscription advance payable.
These shares were issued to the public on behalf of FBC, as a selling
stockholder, in the initial public offering and the net proceeds from these
shares were retained by FBC. A gain of $78.6 million was recorded on the stock
issuance to FBC during the current period. (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 deferred taxes associated with the initial
public offering gains as described above plus foreign withholding taxes.


      THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED WITH THREE MONTHS ENDED
DECEMBER 31, 1998

      For the three-month period ended December 31, 1999, revenues decreased
6.5% to $167.1 million as compared to $178.7 million for the same three-month
period of the prior year. The revenue decrease of $11.6 million primarily
relates to lower direct-to-video revenues of $7.3 million coupled with lower
foreign syndication revenues associated with the production and distribution
segment of the Company. The Company's broadcast segment posted higher domestic
cable and international subscription revenues and higher international ad sales
revenues as a result of the growth described above. These increases were
partially offset by lower domestic cable and network ad sales revenues.

      Production and programming costs for the three-month period ended December
31, 1999 decreased 18.3% to $62.5 million as compared to $76.5 million for the
same three-month period of the prior year. Production and programming costs as a
percentage of total revenues decreased to 37.4% for the three-month period ended
December 31, 1999 from 42.8% for the comparable prior year period. The decreases
in production and programming costs are attributable to a number of factors,
primarily the decrease in direct-to-video revenues described above, which have
high amortization rates, and 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 4.2% to $57.0
million for the three-month period ended December 31, 1999, from $54.7 million
for the same three months of the prior year. This increase is due to various
costs incurred with the expansion of the international channels and increased
marketing expenses for the Fox Kids Network. Offsetting this increase were lower
marketing expenses for the Fox Family Channel as a result of the reformatting
costs incurred in the prior year.


                                     Page 9
<PAGE>


      The equity in loss of unconsolidated affiliate represents the Company's
portion of the loss generated by TV10, a cable network based in The Netherlands.
This cable network is a joint venture between the Company and a subsidiary of
The News Corporation Limited.

      Interest expense increased by $2.8 million for the three-month period
ended December 31, 1999, as compared to the same period in 1998. The increase is
principally due to higher levels of the Company's subordinated debt partially
offset by lower levels of bank facility borrowings.

      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 gain of $117.3 million was
recorded during the current 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 FBC as settlement of a $100.0 million subscription advance
payable. These shares were issued to the public on behalf of FBC, as a selling
stockholder, in the initial public offering and the net proceeds from these
shares were retained by FBC. A gain of $78.6 million was recorded on the stock
issuance to FBC during the current period. (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 deferred taxes associated with the initial
public offering gains as described above plus foreign withholding taxes.


LIQUIDITY AND CAPITAL RESOURCES

      As a result of the various financing transactions utilized to fund the IFE
acquisition (the "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 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
$90.0 million was utilized to pay down the Company's credit facility and the
remaining amount was made available for working capital purposes. It is not
currently contemplated that similar transactions will take place in the near
future.

      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, 1999 are $120 million for the term loan
and $355 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 1.125% interest rate margin or a base rate plus a .25% interest
rate margin. As of December 31, 1999, $50 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, 1999 was $114.2 million as compared to $206.6 million
for the six months ended December 31, 1998, primarily reflecting lower revenues
discussed above, expansion of the Company's international channel activities and
timing of production and programming payments.

      Net cash used in investing activities of the Company during the six months
ended December 31, 1999 and 1998 was $147.2 million and $222.2 million,
respectively. The net cash flow used in investing activities for the six months
ended


                                     Page 10
<PAGE>


December 31, 1999 and 1998 primarily related to additions to production and
programming costs and purchases of property and equipment. The six months ended
December 31, 1998 reflected higher than normal production and programming costs
associated with the completely revamped program schedule of the Fox Family
Channel.

      Net cash provided by (used in) financing activities of the Company during
the six months ended December 31, 1999 and 1998 was $95.1 million and $(20.0)
million, respectively. 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, while the financing activities for the six months ended
December 31, 1998 related primarily to dividend payments, paydown of bank
borrowings and advances from related parties.

      The Company's total unrestricted cash and cash equivalents balance at
December 31, 1999 was $109.0 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.

      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, 1998 and 1999. 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 totalled $195.9 million.


                                    Page 11
<PAGE>


<TABLE>
<CAPTION>
                                            Three Months Ended    Six Months Ended
                                              December 31,          December 31,
                                             1998      1999       1998       1999
                                            --------  --------   --------   --------
<S>                                         <C>      <C>         <C>        <C>
REVENUES:
---------
   Production and distribution..........    $52,760  $ 40,805    $136,323   $116,315
   Broadcasting.........................    125,949   126,252     224,107    222,918
   Other................................         16        79         607        105
                                            -------- --------    --------   --------
         Total Revenues.................    178,725   167,136     361,037    339,338
                                            -------- --------    --------   --------
EBITDA:
-------
   Production and distribution..........     14,525     9,662      35,749     33,403
   Broadcasting.........................     36,114    38,767      53,660     55,600
   Other................................     (3,831)  194,314      (5,887)   193,127
                                            -------- --------    --------   --------
         Total EBITDA...................     46,808   242,743      83,522    282,130

OTHER EXPENSE:
--------------
   Interest expense.....................     41,105    43,952      82,835     87,286
   Depreciation.........................      2,785     2,671       4,967      5,303
   Amortization of intangibles..........     10,220    10,130      20,440     20,261
                                            -------- --------    --------   --------
Income (loss) before provision for
  income taxes..........................     (7,302)  185,990     (24,720)   169,280
Provision for income taxes..............        338    74,024         716     74,522
                                            -------- --------    --------   --------
Net income (loss).......................    $(7,640) $111,966    $(25,436)  $ 94,758
                                            ======== ========    ========   ========
</TABLE>


IMPACT OF YEAR 2000

      The Year 2000 issue is the result of computer programs being written using
two digits instead of four to define the applicable year. Any of the Company's
computer programs that have time-sensitive software or facilities or equipment
containing embedded micro-controllers may recognize a date using "00" as the
year 1900 rather than the year 2000. This could cause a system failure or
miscalculations causing potential disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices or
engage in similar normal business activities.

    Through January 2000, the Company has not experienced significant or
material malfunctions in its information technology (IT) systems as the result
of Year 2000. The Company believes it could experience minor malfunctions of its
IT systems and Non-IT business systems not previously detected but that these
minor malfunctions will not have a material impact on the Company's results of
operations or financial condition. As discussed below, the Company's continued
Year 2000 compliance in calendar 2000 is in part dependent on the continued Year
2000 compliance of third parties.

    Through January 2000, the Company's key vendors and customers have not
reported any significant Year 2000 compliance problems, and the Company's
financial results have not been negatively impacted by Year 2000 failures of
third parties. However, because the Company's continued Year 2000 compliance in
calendar 2000 is in part dependent on the continued Year 2000 compliance of
third parties, there can be no assurance that the Company's efforts alone have
resolved all Year 2000 issues or that key third parties will not experience Year
2000 compliance failures as calendar year 2000 progresses.

    The Company began its Year 2000 project in June 1998. In November 1998, the
Company engaged the services of a consulting firm to review all phases completed
to date, to assist the Company with testing and to help the Company build its
contingency plan.


                                    Page 12
<PAGE>


    With the assistance of the consultants, the Company completed its assessment
of the significant software applications and equipment used in the Company's
operations. The Company then substantially completed the modification or
replacement of its software and hardware so that the areas of information
technology and non-information technology would function properly with respect
to dates in the year 2000 and thereafter. The vast majority of this hardware and
software was tested and changes were implemented prior to June 1999. Based upon
its efforts to date, the Company believes that all mission critical hardware and
software has been vendor verified and tested as Year 2000 compliant. The small
percentage of items which remained to be fixed were identified as non-critical
and were completed by December 31, 1999.

    Through December 31, 1999, the Company has incurred approximately $750,000
in costs related to its Year 2000 readiness program which has been funded from
its operating cash flow. These costs have not all been incremental, but rather
reflect redeployment of internal resources from other activities. The Company
does not expect the activities of the Year 2000 readiness program to have a
material adverse effect on the ongoing business operations of the Company.


                                    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. The Company manages these market risks by using
derivative financial instruments in accordance with established policies and
procedures. The Company does not use derivative financial instruments for
trading purposes.

    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 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 maintains a mix of fixed and floating debt to mitigate its
exposure to interest rate fluctuations.

    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

               None

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

     (a)       EXHIBITS:

               10.1 Amendment and Waiver No. 5 to the Second Amended and
                    Restated Credit Agreement dated as of October 26, 1999.

               10.2 Letter Amendment No. 6 to the Second Amended and Restated
                    Credit Agreement dated as of October 26, 1999.

               10.3 First Amendment to Subscription Agreement dated as of
                    November 23, 1999, by and among Fox Broadcasting Company and
                    Fox Kids Europe Holdings, Inc.

               27.1 Financial Data Schedule.

      (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 11, 2000                  /S/ MEL WOODS
                                         ---------------------------------
                                         Mel Woods
                                         President, Chief Operating Officer and
                                         Chief Financial Officer


                                    Page 16
<PAGE>


                                     EXHIBIT INDEX


ITEM     EXHIBIT                                                            PAGE

10.1     Amendment and Waiver No. 5 to the Second Amended and
         Restated Credit Agreement dated as of October 26, 1999.

10.2     Letter Amendment No. 6 to the Second Amended and Restated
         Credit Agreement dated as of October 26, 1999.

10.3     First Amendment to Subscription Agreement dated as of
         November 23, 1999, by and among Fox Broadcasting Company
         and Fox Kids Europe Holdings, Inc.

27.1     Financial Data Schedule


                                    Page 17