<PAGE>

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                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                               ----------------

                                   Form 10-Q

[X]Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934 for the quarterly period ended March 31, 2001.

                                      or

[_]Transition report pursuant to Section 13 of 15(d) of the Securities
   Exchange Act of 1934 for transition period from            to           .

                         Commission File No. 333-38689

                               ----------------

                           FOX SPORTS NETWORKS, LLC
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                  Delaware                                       95-4577574
       (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                       Identification No.)
</TABLE>

             1440 South Sepulveda Boulevard, Los Angeles, CA 90025
                   (Address of principal executive offices)

      Registrant's telephone number, including area code: (310) 444-8123

                               ----------------

  Indicate by check mark whether the Registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) been subject to such
filing requirements for the past 90 days.

                                Yes [X] No [_]

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<PAGE>

                                     PART I
                             FINANCIAL INFORMATION

Item 1.  Financial Statements

                            FOX SPORTS NETWORKS, LLC
                     (A Delaware Limited Liability Company)

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                        March 31, 2001 and June 30, 2000
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                          March 31,   June 30,
                                                            2001        2000
                                                         ----------- ----------
                                                         (unaudited)
<S>                                                      <C>         <C>
                         ASSETS
                         ------
Current assets:
  Cash and cash equivalents............................. $   27,692  $   25,891
  Trade and other receivables, net of allowance for
   doubtful accounts of $9,936 at March 31, 2001 and
   $9,621 at June 30, 2000..............................    193,015     165,010
  Receivables from equity affiliates, net...............     36,746       5,616
  Program rights........................................    199,721     127,667
  Prepaid expenses and other current assets.............     70,015      29,322
                                                         ----------  ----------
    Total current assets................................    527,189     353,506
Property and equipment, net.............................     69,115      58,186
Investments in affiliates...............................    923,028     952,723
Program rights..........................................    159,967     138,262
Excess cost, net........................................    499,995     480,087
Other assets............................................     28,100      43,633
                                                         ----------  ----------
    Total Assets........................................ $2,207,394  $2,026,397
                                                         ==========  ==========
            LIABILITIES AND MEMBERS' EQUITY
            -------------------------------
Current liabilities:
  Accounts payable and accrued expenses................. $  205,499  $  169,390
  Program rights payable................................    106,775      79,688
  Current portion of long-term debt.....................      2,594       2,470
  Accrued interest......................................      6,794      16,988
  Other current liabilities.............................     15,992      11,532
                                                         ----------  ----------
    Total current liabilities...........................    337,654     280,068
Non-current program rights payable......................     98,968     107,310
Long-term debt, net of current portion..................  1,676,257   1,588,914
Minority interest.......................................     24,165      25,412
Commitments and contingencies
Members' equity.........................................     70,350      24,693
                                                         ----------  ----------
    Total Liabilities and Members' Equity............... $2,207,394  $2,026,397
                                                         ==========  ==========
</TABLE>

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

                                       2
<PAGE>

                            FOX SPORTS NETWORKS, LLC
                     (A Delaware Limited Liability Company)

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

     For the Three Months and the Nine Months Ended March 31, 2001 and 2000
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                  Three Months Ended      Nine Months Ended
                                      March 31,               March 31,
                                ----------------------  ----------------------
                                   2001        2000        2001        2000
                                ----------- ----------  ----------  ----------
                                (unaudited) (unaudited) (unaudited) (unaudited)
<S>                             <C>         <C>         <C>         <C>
Revenues:
  Programming..................  $133,427    $112,140    $365,772    $309,822
  Advertising..................    61,244      57,635     175,934     165,488
  Direct broadcast.............    44,493      35,936     121,960     102,460
  Other........................    15,533      13,097      51,191      50,482
                                 --------    --------    --------    --------
                                  254,697     218,808     714,857     628,252
                                 --------    --------    --------    --------
Expenses:
  Operating....................   180,571     148,939     479,046     423,083
  General and administrative...    24,020      19,941      66,524      56,022
  Depreciation and
   amortization................    14,586      13,031      42,771      31,536
                                 --------    --------    --------    --------
Operating income...............    35,520      36,897     126,516     117,611
                                 --------    --------    --------    --------
Other (income) expenses:
  Interest, net................    36,173      32,359     108,182      94,625
  Subsidiaries' income tax
   expense.....................       113         326         279       1,699
  Equity loss of affiliates,
   net.........................    13,227      10,252      10,753      13,962
  Gain on sale of affiliate....   (40,805)        --      (40,805)        --
  Other, net...................      (286)         35        (263)         32
  Minority interest............       588       2,157       2,713       4,179
                                 --------    --------    --------    --------
Net income (loss)..............  $ 26,510    $ (8,232)   $ 45,657    $  3,114
                                 ========    ========    ========    ========
</TABLE>


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

                                       3
<PAGE>

                            FOX SPORTS NETWORKS, LLC
                     (A Delaware Limited Liability Company)

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

               For the Nine Months Ended March 31, 2001 and 2000
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                              March 31,
                                                        ----------------------
                                                           2001        2000
                                                        ----------- ----------
                                                        (unaudited) (unaudited)
<S>                                                     <C>         <C>
Cash flows from operating activities:
  Net income...........................................  $ 45,657    $  3,114
  Adjustments to reconcile net income to net cash (used
   in) provided by operating activities:
    Depreciation and amortization......................    42,771      31,536
    Interest accretion and amortization of debt
     issuance costs....................................    25,976      30,260
    Loss on disposal of assets.........................        24         --
    Equity loss of affiliates, net.....................    10,753      13,962
    Gain on sale of affiliate..........................   (40,805)        --
    Minority interest..................................     2,713       4,179
  Changes in operating assets and liabilities:
    Trade and other receivables........................   (18,649)     (3,972)
    Program rights.....................................   (90,416)    (46,854)
    Prepaid expenses and other operating assets........   (27,883)    (33,809)
    Accounts payable and accrued expenses..............    27,538     (33,571)
    Program rights payable.............................    18,745      57,348
    Other operating liabilities........................    (5,734)     (7,759)
                                                         --------    --------
      Net cash (used in) provided by operating
       activities......................................    (9,310)     14,434
                                                         --------    --------
Cash flows from investing activities:
  Advances from equity affiliates......................     8,127      15,934
  Advances to equity affiliates........................   (39,257)    (44,372)
  Purchases of property and equipment..................   (21,337)     (9,787)
  Investments in equity affiliates.....................   (22,010)    (28,838)
  Distributions from equity affiliates.................    35,727       7,286
  Proceeds from sale of affiliate......................    31,030         --
  Acquisition of subsidiary............................   (39,873)        --
                                                         --------    --------
      Net cash used in investing activities............   (47,593)    (59,777)
                                                         --------    --------
Cash flows from financing activities:
  Borrowings of long-term debt.........................   555,129     331,231
  Repayment of long-term debt..........................  (492,465)   (333,305)
  Distribution to minority shareholder of subsidiary...    (3,960)     (2,520)
                                                         --------    --------
      Net cash provided by (used in) financing
       activities......................................    58,704      (4,594)
                                                         --------    --------
Net increase (decrease) in cash and cash equivalents...     1,801     (49,937)
Cash and cash equivalents, beginning of period.........    25,891      59,145
                                                         --------    --------
Cash and cash equivalents, end of period...............  $ 27,692    $  9,208
                                                         ========    ========
Supplemental Cash Flow disclosure:
  Cash paid for interest...............................  $ 44,375    $ 44,549
</TABLE>

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

                                       4
<PAGE>

                           FOX SPORTS NETWORKS, LLC
                    (A Delaware Limited Liability Company)

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                          March 31, 2001 (unaudited)
                            (Dollars in thousands)

(1) Basis of Presentation

  The accompanying unaudited condensed consolidated financial statements of
Fox Sports Networks, LLC (the "Company") have been prepared by the Company
pursuant to the instructions for Form 10-Q and Article 10 of Regulation S-X
and, accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted where permitted by regulation. In management's opinion, the
accompanying unaudited condensed consolidated financial statements reflect all
adjustments, primarily consisting of normal recurring accruals, necessary for
a fair presentation of the consolidated results of operations for the interim
periods presented. The condensed consolidated results of operations for such
interim periods are not necessarily indicative of the results that may be
expected for future interim periods or for the year ended June 30, 2001. These
interim condensed consolidated financial statements and the notes thereto
should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended June 30, 2000.

  The preparation of unaudited condensed consolidated financial statements in
conformity with accounting principles generally accepted in th United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period. Because
of the use of estimates inherent in the financial reporting process, actual
results could differ from those estimates.

  The Company consolidates all subsidiaries in which voting control is held by
either the Company or Fox Entertainment Group, Inc. ("Fox"), its parent. The
percentage of ownership, together with the degree to which the Company
controls the management and operation of a Regional Sports Network ("RSN"),
determines the appropriate accounting treatment for the Company's interest in
that particular RSN. If the Company owns a majority interest in a particular
RSN, but neither the Company nor Fox have voting control, the ownership
interest is accounted for using the equity method of accounting.

  In July 1999, The News Corporation Limited acquired from Liberty Media
Corporation ("Liberty") substantially all of Liberty's 50% interest in the
Company and transferred that interest to Fox in exchange for common stock. In
connection with this transaction, voting control of certain majority-owned
subsidiaries of the Company, previously held by Liberty, was acquired by Fox
and, accordingly, these subsidiaries have been consolidated commencing with
the three months ended September 30, 1999. (See Note 4.) These majority-owned
subsidiaries which were previously accounted for using the equity method of
accounting, are:

  Fox Sports Net Pittsburgh, LP (formerly Liberty/Fox KBL LP)
  Fox Sports Net Chicago Holdings, LLC (formerly Fox/Liberty Chicago LP)
  Fox Sports Net Bay Area Holdings, LLC (formerly Fox/Liberty Bay Area LP)
  Fox Sports Net Upper Midwest Holdings, LP (formerly Fox/Liberty Upper
  Midwest LP)
  Fox Sports Net Distribution, LP (formerly Fox/Liberty Distribution LP)

                                       5
<PAGE>

                           FOX SPORTS NETWORKS, LLC
                    (A Delaware Limited Liability Company)

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                          March 31, 2001 (unaudited)
                            (Dollars in thousands)


(2) Debt

  Debt at March 31, 2001 and June 30, 2000 is summarized as follows:

<TABLE>
<CAPTION>
                                                          March 31,   June 30,
                                                            2001        2000
                                                         ----------- ----------
                                                         (unaudited)
   <S>                                                   <C>         <C>
   19/th/ Holdings Corporation.......................... $  815,653  $  749,990
   Senior Notes.........................................    500,000     500,000
   Senior Discount Notes................................    355,404     331,002
   Other................................................      7,794      10,392
                                                         ----------  ----------
                                                          1,678,851   1,591,384
   Less current portion.................................      2,594       2,470
                                                         ----------  ----------
                                                         $1,676,257  $1,588,914
                                                         ==========  ==========
</TABLE>

  In July 1999, 19/th/ Holdings Corporation ("19/th/ Holdings"), a wholly-owned
subsidiary of Fox acquired the debt outstanding under a bank facility from a
group of banks, ("the /19th/ Facility"). Borrowings under the 19/th/ Facility
bear interest at a fixed rate determined on an annual basis by 19/th/ Holdings.
19/th/ Holdings has determined that the rate of interest on this debt through
June 2001 shall be 8%. In July 2000, the 19/th/ Facility was amended to increase
the total amount available to $900,000.

(3)  Summarized Financial Information

  Summarized unaudited statement of operations information for subsidiaries
accounted for under the equity method for which separate financial information
would be required for annual periods, is as follows:

<TABLE>
<CAPTION>
                                  Three Months Ended      Nine Months Ended
                                      March 31,               March 31,
                                ----------------------  ----------------------
                                   2001        2000        2001        2000
                                ----------- ----------  ----------  ----------
                                (unaudited) (unaudited) (unaudited) (unaudited)
   <S>                          <C>         <C>         <C>         <C>
   Revenues....................  $362,348    $365,096   $1,128,137  $1,019,183
   Operating income (loss).....   (33,354)    (14,836)     (14,880)     (1,361)
   Net income (loss)...........   (36,557)    (17,809)     (29,287)     (4,208)
</TABLE>

(4) Supplemental Disclosure to Unaudited Condensed Consolidated Statements of
Cash Flows

  The consolidation of certain majority-owned subsidiaries previously
accounted for using the equity method (see Note 1) is a non-cash investing
activity that resulted in increases to various assets and liabilities on the
Company's unaudited condensed consolidated balance sheet that are not
reflected in the unaudited condensed consolidated statements of cash flows for
the nine months ended March 31, 2000. Such increases primarily consisted of a
$78,072 increase in investments in equity affiliates, a $48,148 decrease in
receivables from equity affiliates and a $20,428 increase in minority
interest.

  Included in other assets is a non-cash increase of $15,000 related to cable
carriage arrangements for the distribution of programming services of the
Company, received in conjunction with the sale of Home Team Sports Limited
Partnership ("HTS") (see Note 6). This amount is not reflected in the
unaudited condensed consolidated statement of cash flows for the nine months
ended March 31, 2001.

                                       6
<PAGE>

                           FOX SPORTS NETWORKS, LLC
                    (A Delaware Limited Liability Company)

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                          March 31, 2001 (unaudited)
                            (Dollars in thousands)


  In February 2001, the Company acquired certain assets and assumed certain
liabilities of Midwest Sports Channel ("MSC") (see Note 6). This transaction
resulted in increases of $9,356 in Trade and other receivables, net, $3,343 in
Program rights, $4,951 in Property and equipment, net, $30,301 in Excess cost,
$493 in Other assets, and $8,571 in Accounts payable and accrued expenses. Had
the transaction occurred at July 1, 2000 with respect to the nine month period
ended March 31, 2001, and July 1, 1999 with respect to the nine month period
ended March 31, 2000, the pro forma revenue would have increased by
approximately $26,000 and $28,200, respectively, and net income would have
increased by $4,300 and $4,200, respectively.

  Debt increased by $44,962 and $36,866 in the nine months ended March 31,
2001 and 2000, respectively, related to accrued interest on the debt
outstanding under the 19/th/ Facility.

(5) Reclassifications

  Certain reclassifications have been made to the prior period financial
statements in order to conform to the current year presentation.

(6) Acquisition and Disposal

  In February 2001, the Company acquired certain assets and assumed certain
liabilities of MSC, a regional sports network serving the Minneapolis, Minnesota
and Milwaukee, Wisconsin areas, from Viacom Inc. ("Viacom") pursuant to an
Assignment and Assumption Agreement (the "Agreement") between the Company,
Viacom and Comcast Corporation ("Comcast"). The Agreement assigned Comcast's
rights and obligations to purchase MSC from Viacom to the Company. The Company
paid a total of $34.9 million of cash to Viacom and Comcast for the acquired net
assets of MSC and incurred other costs which were capitalized, the source of
which was borrowings under the 19/th/ Facility. The excess of the net purchase
price over the net assets acquired of $30.3 million is reflected within Excess
cost, net in the unaudited condensed consolidated balance sheet and will be
amortized over a useful life of 40 years. Concurrent with this transaction, the
Company sold its 34.298% interest in HTS to Comcast for $31.0 million in cash
and $15.0 million in cable carriage arrangements related to the distribution of
the Company's programming services, which resulted in recording a gain on sale
of affiliate of $40.8 million.

  Subsequent to the completion of the MSC transaction, the Company rebranded the
RSN as Fox Sports Net. The acquisition has been accounted for as a purchase
business combination. The Company has performed a preliminary purchase price
allocation and will finalize this allocation within twelve months from the date
of acquisition.

                                       7
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

  This document 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 document and include statements regarding the intent, belief or current
expectations of the Company, its members or its officers with respect to,
among other things, trends affecting the Company's financial condition or
results of operations. The readers of this document are cautioned that any
such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, including those risks and uncertainties
discussed in this document under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and in the
Company's Annual Report on Form 10-K for the year ended June 30, 2000 under
the headings "Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." 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 discussed in the other
documents filed by the Company with the Securities and Exchange Commission.
This report should be read in conjunction with the unaudited condensed
consolidated financial statements of the Company and related notes set forth
elsewhere herein.

  The following discussion and analysis should be read in conjunction with the
Management's Discussion and Analysis included in the Company's Annual Report
on Form 10-K for the year ended June 30, 2000.

Introduction

  Fox Sports Networks, LLC (together with its subsidiaries, the "Company") was
formed to provide cable programming through its interests in regional sports
networks ("RSNs") and Fox Sports Net ("FSN"), a national sports programming
service, and through FX Network ("FX"), a general entertainment network. The
Company's interests in the sports programming business are derived through its
99.5% ownership interests in Fox Sports Net, LLC and Fox Sports RPP Holdings,
LLC, while its interest in FX is derived through its 99% ownership interest in
FX Networks, LLC. The Company was formed in April 1996, pursuant to a 50%/50%
joint venture between Fox Entertainment Group, Inc. ("Fox"), a majority owned
subsidiary of The News Corporation Limited ("News Corporation") and Liberty
Media Corporation ("Liberty"), a wholly-owned subsidiary of AT&T Corp
("AT&T").

  In July 1999, News Corporation acquired from Liberty substantially all of
Liberty's 50% interest in the Company and its businesses. News Corporation
transferred the acquired interests to Fox in exchange for common stock of Fox.

  In August 1997, the Company issued $500.0 million aggregate principal amount
of its 8 7/8% Senior Notes due 2007 and $405.0 million aggregate principal
amount at maturity ($252.3 million gross proceeds) of its 9 3/4% Senior
Discount Notes due 2007 (together, the "Offering"). The net proceeds from
these notes were used, along with proceeds from the Bank Facility (as defined
below), to finance the Company's acquisition of a 40% interest in Regional
Programming Partners ("RPP") which was formed to hold interests in RSNs and
related businesses then owned by Rainbow Media Sports Holdings, Inc.
("Rainbow"). In connection with this transaction ("the Rainbow Transaction"),
the Company and Rainbow also formed National Sports Partners (the "National
Sports Partnership") as a 50%/50% partnership to operate FSN, and National
Advertising Partners (the "National Advertising Partnership") as a 50%/50%
partnership to act as a national advertising sales representative for the RSNs
which are affiliated with FSN. RPP is managed by Rainbow, while the National
Sports Partnership and the National Advertising Partnership are managed by the
Company.

  In connection with the consummation of the Rainbow Transaction, the Company
and a group of banks amended and restated an existing credit agreement to
permit borrowings by Fox Sports Net, LLC, Fox Sports

                                       8
<PAGE>

RPP Holdings, LLC and FX Networks, LLC, each a subsidiary of the Company
(together, the "Co-Borrowers"), in the amount of $800.0 million (the "Bank
Facility"). The Bank Facility was comprised of a $400.0 million revolving
credit facility and a $400.0 million term loan facility. The proceeds of the
loans under the Bank Facility were used to finance, in part, the Rainbow
Transaction.

  In July 1999, 19/th/ Holdings Corporation, a wholly-owned subsidiary of Fox,
acquired the debt outstanding under the Bank Facility from the group of banks,
and in so doing, assumed the rights and obligations of the group of banks
under the Bank Facility. The Company and 19/th/ Holdings Corporation
subsequently amended and restated the Bank Facility to provide, among other
things, a fixed rate of interest, determined by 19/th/ Holdings Corporation on
an annual basis, and eliminated substantially all of the affirmative and
negative covenants other than with respect to the payment of principal and
interest (the "19/th/ Facility"). In July 2000, the Company and 19/th/ Holdings
amended the 19/th/ Facility to increase the revolving facility to $500.0 million
and the total facility to $900.0 million. The Company currently expects that
remaining availability under the 19/th/ Facility will primarily be used for
investments in certain subsidiaries of the Company and for working capital
purposes.

Significant Accounting Practices

 Basis of Presentation

  The Company's ownership interests in the RSNs are held either directly or
indirectly and have different voting rights attached thereto. The Company
consolidates all subsidiaries in which voting control is held by either the
Company or Fox, its parent. The percentage of ownership, together with the
degree to which the Company controls the management and operation of an RSN,
determines the appropriate accounting treatment for the Company's interest in
that particular RSN. If the Company owns a majority interest in a particular
RSN, but neither the Company nor Fox have voting control, the ownership
interest is accounted for using the equity method of accounting. Under the
equity method of accounting, the financial condition and results of operations
of entities are not reflected on a consolidated basis and, accordingly, the
consolidated revenues and expenses of the Company, as reported on its
consolidated statements of operations, do not include revenues and expenses
related to the entities accounted for under the equity method.

  In February 2001, the Company acquired certain assets and assumed certain
liabilities of Midwest Sports Channel ("MSC"), a regional sports network
serving the Minneapolis, Minnesota and Milwaukee, Wisconsin areas, from Viacom
Inc. ("Viacom") pursuant to an agreement between the Company, Viacom and
Comcast Corporation ("Comcast"). The agreement assigned Comcast's rights and
obligations to purchase MSC from Viacom to the Company. Concurrent with this
transaction, the Company sold its 34.298% interest in D.C./Baltimore RSN to
Comcast. MSC has been rebranded as Fox Sports Net ("North RSN").

  The following RSNs, together with Fox Sports Direct and FX Networks, LLC,
are consolidated in the financial statements of the Company, at March 31, 2001
and 2000: West RSN, West 2 RSN, Northwest RSN, Utah RSN, Arizona RSN, South
RSN, Southwest RSN, Rocky Mountain RSN, Midwest RSN, Pittsburgh RSN and
Detroit RSN. The North RSN was acquired in February 2001 and is consolidated
at March 31, 2001.

  As of March 31, 2001 and 2000, the following are accounted for using the
equity method of accounting: Sunshine RSN, Chicago RSN, Bay Area RSN, RPP,
National Sports Partnership and National Advertising Partnership. The
D.C./Baltimore RSN was disposed of in February 2001 and was accounted for
using the equity method of accounting at March 31, 2000.

  Because the Company reports the results of a significant number of its
subsidiary entities on the equity method, its financial results do not
represent the total combined revenues and expenses of all the businesses in
which the Company holds ownership interests.

                                       9
<PAGE>

Results of Operations

 Three months ended March 31, 2001 as compared with the three months ended
March 31, 2000

  Total revenues for the three months ended March 31, 2001 were $254.7
million, an increase of $35.9 million, or 16%, over the three months ended
March 31, 2000. Programming revenue was the largest source of revenue,
representing 52% of total revenue, or $133.4 million, for the three months
ended March 31, 2001. Advertising and direct broadcast revenue represented 24%
and 17%, respectively, of total revenue, or $61.2 million and $44.5 million,
respectively, for the three months ended March 31, 2001. For the three months
ended March 31, 2000, programming revenue was $112.1 million and advertising
and direct broadcast revenue were $57.6 and $35.9 million, respectively, or
51%, 26% and 16%, respectively of total revenues.

  Programming and advertising revenue increased by $21.3 million and $3.6
million, respectively, in the three months ended March 31, 2001 as compared to
the three months ended March 31, 2000. These increases represent a 19% and 6%
increase in programming and advertising revenue, respectively, between the
periods. The increase in programming revenue is comprised primarily of
increases in the average rate per subscriber at the RSNs arising from new
affiliation agreements, a 2% increase in the number of subscribers at the
RSNs, and the continued subscriber growth at FX. FX reached over 60 million
households as of March 31, 2001, a 27% increase over March 31, 2000. The
increase in advertising revenue of 6% is comprised of a 26% increase in
advertising revenue at FX, partially offset by a 6% decrease by the RSNs. At
FX, a 27% increase in average audience during the three months ended March 31,
2001, as compared to the same period in the prior year, is primarily due to
the significant increase in subscribers. CPMs from advertisers on FX increased
in the period, primarily on the strength of the increase in average audience.
These factors, along with the successful premiere of FX's third original
movie, A Glimpse of Hell, and the debut of National Association of Stock Car
Auto Racing ("NASCAR") contributed to the 26% increase in advertising revenue.
Advertising revenue at the RSNs for the three months ended March 31, 2001
decreased by 6%, as compared to the same period in the prior year, primarily
due to the softness in the advertising market.

  Operating expenses totaled $180.6 million for the three months ended March
31, 2001, representing 71% of total revenues and an increase of $31.6 million,
or 21%, over the same period in the prior year. These expenses consist
primarily of rights fees, programming and production costs. Operating expenses
for the three months ended March 31, 2000 totaled $148.9 million, or 68% of
total revenues. The increase in operating expenses in the current year is
primarily due to increases in rights fees of the RSNs as a result of an
increase in the number of NBA and NHL cable and broadcast events as compared
to the prior year and higher average rights fees per event, arising from new
cable and broadcast rights agreements. Programming and production expenses
also increased at FX primarily in conjunction with the debut season of NASCAR
and increased original programming.

  General and administrative expenses totaled $24.0 million for the three
months ended March 31, 2001, which represented 9% of total revenues. General
and administrative expenses for the three months ended March 31, 2000 totaled
$19.9 million, or 9% of total revenues. The increase in general and
administrative expenses is primarily due to the Company relocating and paying
rent for two offices during the relocation, as well as increases in salaries
and fringe benefits arising from increases in the number of employees and wage
increases before the Company's announced hiring freeze.

  Depreciation and amortization expenses totaled $14.6 million and $13.0
million for the three months ended March 31, 2001 and 2000, respectively. The
increase between the periods is primarily due to increased amortization of
cable carriage fees, arising from new affiliation agreements with cable
operators, and increased depreciation expense from additional purchases of
property and equipment.

  Interest expense for the three months ended March 31, 2001 and 2000 totaled
$37.3 million and $32.6 million, respectively. The increase in interest
expense is primarily due to additional borrowings under the 19/th/ Facility and
increased interest accreted on the Senior Discount Notes.

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<PAGE>

  Equity loss of affiliates for the three months ended March 31, 2001 and 2000
was $13.2 million and $10.3 million, respectively. The increase over the same
period in the prior year is primarily due to inclusion of a shorter period of
earnings of the D.C./Baltimore RSN and increased programming expenses at
National Sports Partnership, partially offset by improvements at National
Advertising Partners.

  The Company recorded a gain of $40.8 million from the sale of the
D.C./Baltimore RSN.

 Nine months ended March 31, 2001 as compared with the nine months ended March
31, 2000

  Total revenues for the nine months ended March 31, 2001 were $714.9 million,
an increase of $86.6 million, or 14%, over the nine months ended March 31,
2000. Programming revenue was the largest source of revenue, representing 51%
of total revenue, or $365.8 million, for the nine months ended March 31, 2001.
Advertising and direct broadcast revenue represented 25% and 17%,
respectively, of total revenue, or $175.9 million and $122.0 million,
respectively, for the nine months ended March 31, 2001. For the nine months
ended March 31, 2000, programming revenue was $309.8 million and advertising
and direct broadcast revenue were $165.5 million and $102.5 million,
respectively, or 49%, 26% and 16%, respectively, of total revenues.

  Programming and advertising revenue increased by $56.0 million and $10.4
million, respectively, in the nine months ended March 31, 2001, as compared to
the nine months ended March 31, 2000. These increases represent an 18% and 6%
increase in programming and advertising revenue, respectively, between the
periods. The increase in programming revenue is comprised primarily of
increases in the average rate per subscriber at the RSNs, increased
subscribers at the RSNs and the continued subscriber growth at FX. The
increase in advertising revenue of 6% is comprised of a 17% increase in
advertising revenue at FX, while advertising revenue at the RSNs decreased 1%
as compared to the prior year. At FX, a 24% increase in average audience
during the nine months ended March 31, 2001, as compared to the same period in
the prior year, is primarily due to the significant increase in subscribers.
CPMs from advertisers on FX increased in the period, primarily on the strength
of the increase in average audience. These factors, along with the success of
FX's first three original movies, Deliberate Intent, The Sight, and A Glimpse
of Hell, as well as the debut of NASCAR, contributed to the 17% increase in
advertising revenue. The softness in the advertising market, partially offset
by an increase in the number of MLB, NBA and NHL events, caused advertising
revenue at the RSNs for the nine months ended March 31, 2001 to decrease 1%
over the same period in the prior year.

  Operating expenses totaled $479.0 million for the nine months ended March
31, 2001, representing 67% of total revenues and an increase of $56.0 million,
or 13%, over the same period in the prior year. These expenses consist
primarily of rights fees, programming and production costs. Operating expenses
for the nine months ended March 31, 2000 totaled $423.1 million, or 67% of
total revenues. The increase in operating expenses in the current year is
primarily due to the increase in rights fees of the RSNs as a result of an
increase in the number of MLB, NBA and NHL events and higher average rights
fees per event, arising from new cable and broadcast rights agreements.
Programming expenses also increased at FX primarily in conjunction with
increased original programming and NASCAR.

  General and administrative expenses totaled $66.5 million for the nine
months ended March 31, 2001, which represented 9% of total revenues. General
and administrative expenses for the nine months ended March 31, 2000 totaled
$56.0 million, or 9% of total revenues. The increase in general and
administrative expenses is primarily due to increases in salaries and fringe
benefits arising from increases in the number of employees and wage increases
before the Company's announced hiring freeze as well as incurring rent for two
offices during relocation.

  Depreciation and amortization expenses totaled $42.8 million and $31.5
million for the nine months ended March 31, 2001 and 2000, respectively. The
increase between the periods is primarily due to increased amortization of
cable carriage fees, arising from new affiliation agreements with cable
operators, and increased depreciation expense from additional purchases of
property and equipment.

                                      11
<PAGE>

  Interest expense for the nine months ended March 31, 2001 and 2000 totaled
$110.2 million and $95.5 million, respectively. The increase in interest
expense is primarily due to additional borrowings under the 19/th/ Facility and
increased interest accreted on the Senior Discount Notes.

  Equity loss of affiliates for the nine months ended March 31, 2001 was $10.8
million, compared to $14.0 million for the nine months ended March 31, 2000.
This improvement over the same period in the prior year is primarily due to
improvements in the operations of RPP, the National Advertising Partnership,
and Bay Area RSN, partially offset by increased losses at the National Sports
Partnership.

  The Company recorded a gain of $40.8 million from the sale of the
D.C./Baltimore RSN.

Liquidity and Capital Resources

  The Company's liquidity requirements arise from (i) funding general working
capital needs, (ii) its strategic plan to invest in and secure national
distribution for its network sports and general entertainment programming,
(iii) the acquisition of programming rights, and (iv) capital expenditure
requirements.

  Net cash flows used in operating activities for the nine months ended March
31, 2001 were $9.3 million, an increase of $23.7 million over the nine months
ended March 31, 2000. The increase was primarily attributed to contractual
rights prepayments on certain long-term rights deals.

  Net cash flows used in investing activities for the nine months ended March
31, 2001 were $47.6 million, a decrease of $12.2 million over the nine months
ended March 31, 2000. The decrease in cash used in investing activities was
primarily due to higher distributions from certain equity affiliates. In the
nine months ended March 31, 2001, the Company sold its interest in the
D.C./Baltimore RSN, and acquired certain assets and assumed certain
liabilities of Midwest Sports Channel.

  Net cash flows provided by financing activities for the nine months ended
March 31, 2001 were $58.7 million, an increase of $63.3 million over the nine
months ended March 31, 2000. The increase in cash provided by financing
activities was primarily due to an increase in borrowings which were required
to fund operations and the Company's acquisition of MSC.

  In August 1997, the Company issued $500.0 million aggregate principal amount
of its 8 7/8% Senior Notes due 2007 and $405.0 million aggregate principal
amount at maturity ($252.3 million gross proceeds) of its 9 3/4% Senior
Discount Notes due 2007 (collectively, the "Notes") through the Offering. The
indentures pursuant to which the Notes were issued include certain covenants
regarding, among other things, limitations on the incurrence of debt and
distributions to partners.

  The Company has a credit facility with 19/th/ Holdings Corporation, a wholly-
owned subsidiary of Fox. Borrowings under the 19/th/ Facility bear interest at a
fixed rate determined on an annual basis by 19/th/ Holdings. 19/th/ Holdings has
determined that the rate of interest on this debt through June 2001 shall be
8%. During the nine months ended March 31, 2001, the Company incurred net
borrowings of $65.6 million bringing the total amount borrowed under the 19/th/
Facility to $815.7 million as of March 31, 2001. The total unused commitment
pursuant to the 19/th/ Facility was $84.3 million as of March 31, 2001.

  Future capital requirements will be substantial as the Company continues to
invest in developing networks, acquire sports programming rights and explore
opportunities to expand its distribution. Although no assurances can be given
in this regard, the Company believes that its existing funds and the proceeds
from borrowings under its credit facility, will be sufficient to meet its plan
to secure national distribution, maintain and/or acquire programming, make
anticipated capital expenditures, and meet its projected working capital
requirements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  Not Applicable.

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<PAGE>

                                    PART II
                               OTHER INFORMATION

Item 1. Legal Proceedings

  As of March 31, 2001, there are no material pending legal proceedings
against the Company, other than routine litigation incidental to the Company's
business, except as described in the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 2000.

Item 2. Changes in Securities and Use of Proceeds

  Not Applicable.

Item 3. Defaults Upon Senior Securities

  Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders

  Not Applicable.

Item 5. Other Information

  Not Applicable.

Item 6. Exhibits and Reports on Form 8-K

  (a) Exhibits

  None.

  (b) Reports on Form 8-K

  The Company filed a Form 8-K with the Securities and Exchange Commission
related to the disposition of Home Team Sports Limited Partnership and the
acquisition of certain assets and liabilities of Midwest Sports Channel on
March 1, 2001. The Form 8-K includes the unaudited pro forma consolidated
statements of operations for the year ended June 30, 2000 and for the six
month period ended December 31, 2000.

  The Company filed a Form 8-K/A with the Securities and Exchange Commission
related to the acquisition of certain assets and liabilities of Midwest Sports
Channel on April 27, 2001. The Form 8-K/A includes the audited financial
statements of Midwest Sports Channel for the years ended December 31, 2000,
1999, and 1998.

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<PAGE>

                                  SIGNATURES

  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 SPORTS NETWORKS, LLC
Dated: May 15, 2001
                                          By:    /s/ Andrew J. Mandell
                                            ___________________________________
                                                    Andrew J. Mandell
                                                Executive Vice President,
                                                 Chief Financial Officer
                                              (Principal Financial Officer
                                            and Principal Accounting Officer)

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