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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549



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FORM 10-Q



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|                                             |  |                                                                                         
|-------------------------------------------- |  | ----------------------------------------------------------------------------------------
|[X]                                          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 
|                                            
|For the quarterly period ended June 30, 2002
|                                            
|OR                                          
|                                            
|[    ]                                       |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File Numbers:

|                                |  |          
|------------------------------- |  | ---------
|ACME Intermediate Holdings, LLC |  | 333-40277
|ACME Television, LLC            |  | 333-40281



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ACME INTERMEDIATE HOLDINGS, LLCANDACME TELEVISION, LLC(Exact name of registrants as specified in their charters)

|                                |  |                                 |  |                     
|------------------------------- |  | ------------------------------- |  | --------------------
|Delaware                        |  | ACME INTERMEDIATE HOLDINGS, LLC |  | 52-2050589          
|Delaware                        |  | ACME TELEVISION, LLC            |  | 52-2050588          
|(State or other jurisdiction of |  |                                 |  | (I.R.S. employer    
|incorporation or organization)  |  |                                 |  | identifications no.)

2101 E. Fourth Street, Suite 202A
Santa Ana, California, 92705
(714) 245-9499
(Address and telephone number of principal executive offices)



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Indicate by check mark whether the registrants (1) have 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, and (2) have been subject to such filing
requirements for the past 90 days.
Yes [X] No [   ]

100% of the membership units of ACME Intermediate Holdings, LLC are owned
directly or indirectly by ACME Communications, Inc. 100% of the membership
units of ACME Television, LLC are owned directly or indirectly by ACME
Intermediate Holdings, LLC. Such membership units are not publicly traded and,
therefore, have no separate, quantifiable market value.

As of August 14, 2002, ACME Intermediate Holdings, LLC and ACME Television, LLC
had 910,986 and 200, respectively, common membership units outstanding; all
such units are owned, directly or indirectly, by ACME Communications, Inc.



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TABLE OF CONTENTS



|                            |                                                                                               |                                                            |  |  |  |  |  | 
|--------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  | 
|                            |                                                                                               | Consolidated Balance Sheets                               
|                            |                                                                                               | Consolidated Statements of Operations and Members Capital
|                            |                                                                                               | Consolidated Statements of Cash Flows                     
|                            |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                
|                            | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                            | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|PART II  OTHER INFORMATION
|                            | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                            | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.                                                    
|SIGNATURES                 



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##### Table of Contents



ACME INTERMEDIATE HOLDINGS, LLC
AND
ACME TELEVISION, LLC

FORM 10-Q

TABLE OF CONTENTS

|                               |  |                                                                                                                       |  |      | 
|------------------------------ |  | --------------------------------------------------------------------------------------------------------------------- |  | ---- | 
|ITEM                           |  |                                                                                                                       |  |      | 
|NUMBER                         |  |                                                                                                                       |  | PAGE | 
|                               |  |                                                                                                                       |  |      | 
|PART I  FINANCIAL INFORMATION | 
|Item 1.                        |  | Financial Statements                                                                                                  |  |      | 
|                               |  | Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001                                                 |  | 3    | 
|                               |  | Consolidated Statements of Operations and Members Capital for the Three Months
Ended June 30, 2002 and June 30, 2001 |  | 4    | 
|                               |  | Consolidated Statements of Operations and Members Capital for the Six Months
Ended June 30, 2002 and June 30, 2001   |  | 5    | 
|                               |  | Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2002 and June 30, 2001                        |  | 6    | 
|                               |  | Notes to Consolidated Financial Statements                                                                            |  | 7    | 
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and
Results Of Operations                                 |  | 10   | 
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                            |  | 15   | 
|PART II  OTHER INFORMATION    | 
|Item 1.                        |  | Legal Proceedings                                                                                                     |  | 15   | 
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                                                      |  | 15   | 

2



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##### Table of Contents






ACME Intermediate Holdings, LLC and Subsidiaries
ACME Television, LLC and Subsidiaries
Consolidated Balance Sheets
(In thousands)

|                                                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |   |        |         |         | 
|-------------------------------------------------- |  | --------------------------------------------- | -------------------- | -------------------------------------- | ------ | ------------------- | -------- | ----------------------- | ------ | ------------- | -------- | --------------- | ------ | ------- | -------- | - | ------ | ------- | ------- | 
|                                                   |  |                                               |                      |                                        |        | As of June 30, 2002 |          | As of December 31, 2001
|                                                   |  |                                               |                      |                                        |        |                     |          |                        
|                                                   |  |                                               |                      |                                        |        | ACME                |          |                         |        |               |          | ACME            |        |         |          |  
|                                                   |  |                                               |                      |                                        |        | Intermediate        |          | ACME                    |        | Intermediate  |          | ACME           
|                                                   |  |                                               |                      |                                        |        | Holdings, LLC       |          | Television, LLC         |        | Holdings, LLC |          | Television, LLC
|                                                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                
|                                                   |  |                                               |                      |                                        |        | (Unaudited)         |          |                         |        |               |          |                 |        |        
|ASSETS                                             |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|Current assets:                                    |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|                                                   |  | Cash and cash equivalents                     |                      | $                                      | 1,967  |                     |          | $                       | 1,967  |               |          | $               | 4,280  |         |          | $ | 4,280  |        
|                                                   |  | Restricted cash                               |                      |                                        | 2,869  |                     |          |                         | 2,869  |               |          |                 | 1,741  |         |          |   | 1,741  |        
|                                                   |  | Accounts receivable, net                      |                      |                                        | 16,062 |                     |          |                         | 16,062 |               |          |                 | 13,563 |         |          |   | 13,563 |        
|                                                   |  | Current portion of programming rights         |                      |                                        | 12,458 |                     |          |                         | 12,458 |               |          |                 | 14,539 |         |          |   | 14,539 |        
|                                                   |  | Prepaid expenses and other current assets     |                      |                                        | 1,943  |                     |          |                         | 1,943  |               |          |                 | 1,286  |         |          |   | 1,286  |        
|                                                   |  | Deferred income taxes                         |                      |                                        |       |                     |          |                         |       |               |          |                 | 746    |         |          |   | 746    |        
|                                                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|                                                   |  |                                               | Total current assets |                                        |        | 35,299              |          |                         |        | 35,299        |          |                 |        | 36,155  |          |   |        | 36,155  |        
|Property and equipment, net                        |  |                                               | 40,358               |                                        |        |                     | 40,358   |                         |        |               | 36,493   |                 |        |         | 36,493   |  
|Programming rights, net of current portion         |  |                                               | 23,502               |                                        |        |                     | 23,502   |                         |        |               | 20,490   |                 |        |         | 20,490   |  
|Intangible assets, net                             |  |                                               | 252,595              |                                        |        |                     | 252,595  |                         |        |               | 252,595  |                 |        |         | 252,595  |  
|Other assets                                       |  |                                               | 8,565                |                                        |        |                     | 7,422    |                         |        |               | 8,369    |                 |        |         | 7,113    |  
|Deposits                                           |  |                                               | 1,991                |                                        |        |                     | 1,991    |                         |        |               | 848      |                 |        |         | 848      |  
|                                                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|                                                   |  |                                               | Total assets         |                                        | $      | 362,310             |          |                         | $      | 361,167       |          |                 | $      | 354,950 |          |   | $      | 353,694 |        
|                                                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|LIABILITIES AND MEMBERS CAPITAL                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|Current liabilities:                               |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|                                                   |  | Accounts payable                              |                      | $                                      | 8,847  |                     |          | $                       | 8,847  |               |          |                 | 8,620  |         |          |   | 8,620  |        
|                                                   |  | Accrued liabilities                           |                      |                                        | 9,850  |                     |          |                         | 9,850  |               |          |                 | 13,269 |         |          |   | 13,269 |        
|                                                   |  | Due to affiliates                             |                      |                                        | 1,500  |                     |          |                         | 1,371  |               |          |                 | 1,161  |         |          |   | 1,033  |        
|                                                   |  | Current portion of programming rights
payable |                      |                                        | 12,425 |                     |          |                         | 12,425 |               |          |                 | 14,121 |         |          |   | 14,121 |        
|                                                   |  | Current portion of obligations under
lease    |                      |                                        | 4,035  |                     |          |                         | 4,035  |               |          |                 | 3,290  |         |          |   | 3,290  |        
|                                                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|                                                   |  |                                               |                      | Total current liabilities              |        |                     | 36,657   |                         |        |               | 36,528   |                 |        |         | 40,461   |   |        |         | 40,333  | 
|Programming rights payable, net of
current portion |  |                                               | 22,537               |                                        |        |                     | 22,537   |                         |        |               | 19,931   |                 |        |         | 19,931   |  
|Obligations under lease, net of
current portion    |  |                                               | 10,110               |                                        |        |                     | 10,110   |                         |        |               | 9,436    |                 |        |         | 9,436    |  
|Other liabilities                                  |  |                                               | 251                  |                                        |        |                     | 251      |                         |        |               | 328      |                 |        |         | 328      |  
|Deferred income taxes                              |  |                                               | 31,422               |                                        |        |                     | 31,089   |                         |        |               | 1,635    |                 |        |         | 7,878    |  
|Notes payable under revolving credit facility      |  |                                               | 5,446                |                                        |        |                     | 5,446    |                         |        |               |         |                 |        |         |         |  
|10 7/8% senior discount notes                      |  |                                               | 175,000              |                                        |        |                     | 175,000  |                         |        |               | 175,000  |                 |        |         | 175,000  |  
|12% senior secured notes                           |  |                                               | 66,672               |                                        |        |                     |         |                         |        |               | 62,424   |                 |        |         |         |  
|                                                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|                                                   |  |                                               |                      | Total liabilities                      |        |                     | 348,095  |                         |        |               | 280,961  |                 |        |         | 309,215  |   |        |         | 252,906 | 
|                                                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|Members capital                                   |  |                                               | 203,866              |                                        |        |                     | 238,027  |                         |        |               | 191,386  |                 |        |         | 225,547  |  
|Accumulated deficit                                |  |                                               | (189,651             | )                                      |        |                     | (157,821 | )                       |        |               | (145,651 | )               |        |         | (124,759 | )
|                                                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|                                                   |  |                                               |                      | Total members capital                 |        |                     | 14,215   |                         |        |               | 80,206   |                 |        |         | 45,735   |   |        |         | 100,788 | 
|                                                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  
|                                                   |  |                                               |                      | Total liabilities and members capital |        | $                   | 362,310  |                         |        | $             | 361,167  |                 |        | $       | 354,950  |   |        | $       | 353,694 | 
|                                                   |  |                                               |                      |                                        |        |                     |          |                         |        |               |          |                 |        |         |          |  

See the notes to the consolidated financial statements

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ACME Intermediate Holdings, LLC and Subsidiaries
ACME Television, LLC and Subsidiaries
Consolidated Statements of Operations and Members Capital
(Unaudited)
(In thousands)

|                                                |  |                               |                         |   |                                     |        |                 |   |               |        |                 |   |        |        |         |   |        |        |  
|----------------------------------------------- |  | ----------------------------- | ----------------------- | - | ----------------------------------- | ------ | --------------- | - | ------------- | ------ | --------------- | - | ------ | ------ | ------- | - | ------ | ------ | -
|                                                |  |                               |                         |   | For the Three Months Ended June 30,
|                                                |  |                               |                         |   |                                    
|                                                |  |                               |                         |   | 2002                                |        | 2001           
|                                                |  |                               |                         |   |                                     |        |                
|                                                |  |                               |                         |   | ACME                                |        |                 |   |               |        | ACME            |   |        |        |        
|                                                |  |                               |                         |   | Intermediate                        |        | ACME            |   | Intermediate  |        | ACME           
|                                                |  |                               |                         |   | Holdings, LLC                       |        | Television, LLC |   | Holdings, LLC |        | Television, LLC
|                                                |  |                               |                         |   |                                     |        |                 |   |               |        |                
|Net revenues                                    |  | $                             | 20,899                  |   |                                     | $      | 20,899          |   |               | $      | 18,895          |   |        | $      | 18,895  |  
|Operating expenses:                             |  |                               |                         |   |                                     |        |                 |   |               |        |                 |   |        |        |         |  
|                                                |  | Station operating expenses    |                         |   | 16,240                              |        |                 |   | 16,240        |        |                 |   | 14,431 |        |         |   | 14,431 |       
|                                                |  | Depreciation and amortization |                         |   | 1,281                               |        |                 |   | 1,281         |        |                 |   | 4,910  |        |         |   | 4,910  |       
|                                                |  | Corporate expenses            |                         |   | 1,028                               |        |                 |   | 1,028         |        |                 |   | 906    |        |         |   | 906    |       
|                                                |  | Equity-based compensation     |                         |   | 116                                 |        |                 |   | 116           |        |                 |   | 133    |        |         |   | 133    |       
|                                                |  | LMA fees                      |                         |   | 4                                   |        |                 |   | 4             |        |                 |   |       |        |         |   |       |       
|                                                |  |                               |                         |   |                                     |        |                 |   |               |        |                 |   |        |        |         |  
|                                                |  |                               | Operating Income (loss) |   |                                     | 2,230  |                 |   |               | 2,230  |                 |   |        | (1,485 | )       |   |        | (1,485 | )
|Other income (expenses):                        |  |                               |                         |   |                                     |        |                 |   |               |        |                 |   |        |        |         |  
|                                                |  | Interest income               |                         |   | 8                                   |        |                 |   | 8             |        |                 |   | 40     |        |         |   | 40     |       
|                                                |  | Interest expense              |                         |   | (7,757                              | )      |                 |   | (5,500        | )      |                 |   | (7,314 | )      |         |   | (5,348 | )     
|                                                |  | Loss on sale of assets, net   |                         |   | (16                                 | )      |                 |   | (16           | )      |                 |   | (10    | )      |         |   | (10    | )     
|                                                |  | Other expense                 |                         |   | (105                                | )      |                 |   | (105          | )      |                 |   | (50    | )      |         |   | (50    | )     
|                                                |  |                               |                         |   |                                     |        |                 |   |               |        |                 |   |        |        |         |  
|Net loss before income taxes                    |  |                               | (5,640                  | ) |                                     |        | (3,383          | ) |               |        | (8,819          | ) |        |        | (6,853  | )
|Income tax benefit (expense)                    |  |                               | (725                    | ) |                                     |        | (892            | ) |               |        | 2,875           |   |        |        | 2,128   |  
|                                                |  |                               |                         |   |                                     |        |                 |   |               |        |                 |   |        |        |         |  
|                                                |  |                               | Net loss                |   | $                                   | (6,365 | )               |   | $             | (4,275 | )               |   | $      | (5,944 | )       |   | $      | (4,725 | )
|Parents contributions                          |  |                               | 379                     |   |                                     |        | 379             |   |               |        | 133             |   |        |        | 133     |  
|Members Capital at the
beginning of the period |  |                               | 20,201                  |   |                                     |        | 84,102          |   |               |        | 57,884          |   |        |        | 109,211 |  
|                                                |  |                               |                         |   |                                     |        |                 |   |               |        |                 |   |        |        |         |  
|Members Capital at the
end of the period       |  | $                             | 14,215                  |   |                                     | $      | 80,206          |   |               | $      | 52,073          |   |        | $      | 104,619 |  
|                                                |  |                               |                         |   |                                     |        |                 |   |               |        |                 |   |        |        |         |  

See the notes to the consolidated financial statements

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##### Table of Contents



ACME Intermediate Holdings, LLC and Subsidiaries
ACME Television, LLC and Subsidiaries
Consolidated Statements of Operations and Members Capital
(Unaudited)
(In thousands)

|                                          |                                                 |                               |                         |        |                                   |         |                 |         |               |         |                 |        |         |         |         |         |         |         |  
|----------------------------------------- | ----------------------------------------------- | ----------------------------- | ----------------------- | ------ | --------------------------------- | ------- | --------------- | ------- | ------------- | ------- | --------------- | ------ | ------- | ------- | ------- | ------- | ------- | ------- | -
|                                          |                                                 |                               |                         |        | For the Six Months Ended June 30,
|                                          |                                                 |                               |                         |        |                                  
|                                          |                                                 |                               |                         |        | 2002                              |         | 2001           
|                                          |                                                 |                               |                         |        |                                   |         |                
|                                          |                                                 |                               |                         |        | ACME                              |         |                 |         |               |         | ACME            |        |         |         |        
|                                          |                                                 |                               |                         |        | Intermediate                      |         | ACME            |         | Intermediate  |         | ACME           
|                                          |                                                 |                               |                         |        | Holdings, LLC                     |         | Television, LLC |         | Holdings, LLC |         | Television, LLC
|                                          |                                                 |                               |                         |        |                                   |         |                 |         |               |         |                
|Net revenues                              |                                                 | $                             | 37,747                  |        |                                   | $       | 37,747          |         |               | $       | 35,376          |        |         | $       | 35,376  |        
|Operating expenses:                       |                                                 |                               |                         |        |                                   |         |                 |         |               |         |                 |        |         |         |         |        
|                                          |                                                 | Station operating expenses    |                         |        | 30,901                            |         |                 |         | 30,901        |         |                 |        | 28,016  |         |         |         | 28,016  |        
|                                          |                                                 | Depreciation and amortization |                         |        | 2,452                             |         |                 |         | 2,452         |         |                 |        | 9,869   |         |         |         | 9,869   |        
|                                          |                                                 | Corporate expenses            |                         |        | 1,845                             |         |                 |         | 1,845         |         |                 |        | 1,820   |         |         |         | 1,820   |        
|                                          |                                                 | Equity-based compensation     |                         |        | 231                               |         |                 |         | 231           |         |                 |        | 265     |         |         |         | 265     |        
|                                          |                                                 | LMA fees                      |                         |        | 4                                 |         |                 |         | 4             |         |                 |        |        |         |         |         |        |        
|                                          |                                                 |                               |                         |        |                                   |         |                 |         |               |         |                 |        |         |         |         |        
|                                          |                                                 |                               | Operating Income (loss) |        |                                   | 2,314   |                 |         |               | 2,314   |                 |        |         | (4,594  | )       |         |         | (4,594  | )
|Other income (expenses):                  |                                                 |                               |                         |        |                                   |         |                 |         |               |         |                 |        |         |         |         |        
|                                          |                                                 | Interest income               |                         |        | 21                                |         |                 |         | 21            |         |                 |        | 173     |         |         |         | 173     |        
|                                          |                                                 | Interest expense              |                         |        | (15,505                           | )       |                 |         | (11,143       | )       |                 |        | (14,458 | )       |         |         | (10,657 | )      
|                                          |                                                 | Loss on sale of assets, net   |                         |        | (16                               | )       |                 |         | (16           | )       |                 |        | (10     | )       |         |         | (10     | )      
|                                          |                                                 | Other expense                 |                         |        | (154                              | )       |                 |         | (154          | )       |                 |        | (95     | )       |         |         | (95     | )      
|                                          |                                                 |                               |                         |        |                                   |         |                 |         |               |         |                 |        |         |         |         |        
|Net loss before income taxes              |                                                 |                               | (13,340                 | )      |                                   |         | (8,978          | )       |               |         | (18,984         | )      |         |         | (15,183 | )      
|Income tax benefit (expense)              |                                                 |                               | (30,660                 | )      |                                   |         | (24,084         | )       |               |         | 6,263           |        |         |         | 4,819   |        
|                                          |                                                 |                               |                         |        |                                   |         |                 |         |               |         |                 |        |         |         |         |        
|                                          |                                                 |                               | Net loss                |        | $                                 | (44,000 | )               |         | $             | (33,062 | )               |        | $       | (12,721 | )       |         | $       | (10,364 | )
|Parents contributions                    |                                                 |                               | 12,480                  |        |                                   |         | 12,480          |         |               |         | 265             |        |         |         | 265     |        
|                                          | Members Capital at the
beginning of the period |                               |                         | 45,735 |                                   |         |                 | 100,788 |               |         |                 | 64,529 |         |         |         | 114,718 |        
|                                          |                                                 |                               |                         |        |                                   |         |                 |         |               |         |                 |        |         |         |         |        
|Members Capital at the
end of the period |                                                 | $                             | 14,215                  |        |                                   | $       | 80,206          |         |               | $       | 52,073          |        |         | $       | 104,619 |        
|                                          |                                                 |                               |                         |        |                                   |         |                 |         |               |         |                 |        |         |         |         |        

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##### Table of Contents






ACME Intermediate Holdings, LLC and Subsidiaries
ACME Television, LLC and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |   |         |        |        |  
|------------------------------------- | ---------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------------ | ----------------------------------------------------- | ------- | ------------------------ | ------- | ------------- | ------- | -------------- | ------- | ----------- | ------- | ------ | ------ | - | ------- | ------ | ------ | -
|                                      |                        |                                                                                 |                                                              |                                                       |         | For the Six Months Ended
|                                      |                        |                                                                                 |                                                              |                                                       |         |                         
|                                      |                        |                                                                                 |                                                              |                                                       |         | June 30, 2002            |         | June 30, 2001
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |              
|                                      |                        |                                                                                 |                                                              |                                                       |         | ACME                     |         | ACME          |         | ACME           |         | ACME       
|                                      |                        |                                                                                 |                                                              |                                                       |         | Intermediate             |         | Television,   |         | Intermediate   |         | Television,
|                                      |                        |                                                                                 |                                                              |                                                       |         | Holdings, LLC            |         | LLC           |         | Holdings, LLC  |         | LLC        
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |            
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         | (In thousands) |         |             |         |       
|Cash flows from operating activities: |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|                                      |                        | Net loss                                                                        |                                                              | $                                                     | (44,000 | )                        |         | $             | (33,062 | )              |         | $           | (12,721 | )      |        | $ | (10,364 | )     
|                                      |                        | Adjustments to reconcile net loss to net cash
provided by operating activities: |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |   |         |       
|                                      |                        |                                                                                 | Depreciation and amortization                                |                                                       |         | 2,452                    |         |               |         | 2,452          |         |             |         | 9,869  |        |   |         | 9,869  |       
|                                      |                        |                                                                                 | Amortization of program rights                               |                                                       |         | 8,017                    |         |               |         | 8,017          |         |             |         | 7,076  |        |   |         | 7,076  |       
|                                      |                        |                                                                                 | Amortization of debt issuance costs                          |                                                       |         | 1,069                    |         |               |         | 1,069          |         |             |         | 796    |        |   |         | 796    |       
|                                      |                        |                                                                                 | Amortization of discount on 12% senior secured notes         |                                                       |         | 4,248                    |         |               |         |               |         |             |         | 3,724  |        |   |         |       |       
|                                      |                        |                                                                                 | Loss on sale of assets, net                                  |                                                       |         | 16                       |         |               |         | 16             |         |             |         | 10     |        |   |         | 10     |       
|                                      |                        |                                                                                 | Equity-based compensation                                    |                                                       |         | 231                      |         |               |         | 231            |         |             |         | 265    |        |   |         | 265    |       
|                                      |                        |                                                                                 | Deferred taxes                                               |                                                       |         | 30,533                   |         |               |         | 23,957         |         |             |         | (6,263 | )      |   |         | (4,819 | )     
|Changes in assets and liabilities:    |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|                                      |                        |                                                                                 | (Increase) decrease in accounts receivables, net             |                                                       |         | (2,499                   | )       |               |         | (2,499         | )       |             |         | 72     |        |   |         | 72     |       
|                                      |                        |                                                                                 | Increase in prepaid expenses                                 |                                                       |         | (657                     | )       |               |         | (657           | )       |             |         | (259   | )      |   |         | (336   | )     
|                                      |                        |                                                                                 | Increase in other assets                                     |                                                       |         | (53                      | )       |               |         | (166           | )       |             |         | (200   | )      |   |         | (200   | )     
|                                      |                        |                                                                                 | Increase (decrease) in accounts payable                      |                                                       |         | 3,094                    |         |               |         | 3,094          |         |             |         | (438   | )      |   |         | (438   | )     
|                                      |                        |                                                                                 | Increase (decrease) in accrued liabilities                   |                                                       |         | (3,485                   | )       |               |         | (3,485         | )       |             |         | 427    |        |   |         | 427    |       
|                                      |                        |                                                                                 | Payments on programming rights payable                       |                                                       |         | (8,084                   | )       |               |         | (8,084         | )       |             |         | (7,060 | )      |   |         | (7,060 | )     
|                                      |                        |                                                                                 | Increase in due to affiliates                                |                                                       |         | 338                      |         |               |         | 338            |         |             |         | 128    |        |   |         | 128    |       
|                                      |                        |                                                                                 | Decrease in other liabilities                                |                                                       |         | (8                       | )       |               |         | (9             | )       |             |         |       |        |   |         |       |       
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|                                      |                        |                                                                                 |                                                              | Net cash used in operating activities                 |         |                          | (8,788  | )             |         |                | (8,788  | )           |         |        | (4,574 | ) |         |        | (4,574 | )
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|Cash flows from investing activities: |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|                                      |                        |                                                                                 | Purchase of property and equipment                           |                                                       |         | (9,200                   | )       |               |         | (9,200         | )       |             |         | (3,082 | )      |   |         | (3,082 | )     
|                                      |                        |                                                                                 | Proceeds from the sale of assets                             |                                                       |         |                         |         |               |         |               |         |             |         | 230    |        |   |         | 230    |       
|                                      |                        |                                                                                 | Purchases of and deposits for station interests              |                                                       |         | (278                     | )       |               |         | (278           | )       |             |         | (51    | )      |   |         | (51    | )     
|                                      |                        |                                                                                 | Purchase of minority interest in automobile website          |                                                       |         | (871                     | )       |               |         | (871           | )       |             |         |       |        |   |         |       |       
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|                                      |                        |                                                                                 |                                                              | Net cash used in investing activities                 |         |                          | (10,349 | )             |         |                | (10,349 | )           |         |        | (2,903 | ) |         |        | (2,903 | )
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|Cash flows from financing activities: |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|                                      |                        |                                                                                 | Increase in revolving credit facility                        |                                                       |         | 5,446                    |         |               |         | 5,446          |         |             |         |       |        |   |         |       |       
|                                      |                        |                                                                                 | Payment of financing costs on credit facility                |                                                       |         | (1,162                   | )       |               |         | (1,162         | )       |             |         |       |        |   |         |       |       
|                                      |                        |                                                                                 | Cash restricted as collateral under capital lease
facilities |                                                       |         | (1,128                   | )       |               |         | (1,128         | )       |             |         |       |        |   |         |       |       
|                                      |                        |                                                                                 | Capital lease obligations                                    |                                                       |         | 3,334                    |         |               |         | 3,334          |         |             |         | 2,966  |        |   |         | 2,966  |       
|                                      |                        |                                                                                 | Payments of capital lease obligations                        |                                                       |         | (1,915                   | )       |               |         | (1,915         | )       |             |         | (1,049 | )      |   |         | (1,049 | )     
|                                      |                        |                                                                                 | Capital contribution from parent                             |                                                       |         | 12,249                   |         |               |         | 12,249         |         |             |         |       |        |   |         |       |       
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|                                      |                        |                                                                                 |                                                              | Net cash provided by financing activities             |         |                          | 16,824  |               |         |                | 16,824  |             |         |        | 1,917  |   |         |        | 1,917  |  
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|                                      |                        |                                                                                 | Net increase (decrease) in cash                              |                                                       |         | (2,313                   | )       |               |         | (2,313         | )       |             |         | (5,560 | )      |   |         | (5,560 | )     
|                                      |                        |                                                                                 | Cash at beginning of period                                  |                                                       |         | 4,280                    |         |               |         | 4,280          |         |             |         | 10,347 |        |   |         | 10,347 |       
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|                                      |                        |                                                                                 | Cash at end of period                                        |                                                       | $       | 1,967                    |         |               | $       | 1,967          |         |             | $       | 4,787  |        |   | $       | 4,787  |       
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|Cash payments for:                    |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|                                      |                        |                                                                                 |                                                              | Interest                                              |         | $                        | 11,003  |               |         | $              | 11,003  |             |         | $      | 10,021 |   |         | $      | 10,021 |  
|                                      |                        |                                                                                 |                                                              | Taxes                                                 |         | $                        | 127     |               |         | $              | 127     |             |         | $      | 23     |   |         | $      | 23     |  
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  
|                                      | Non-cash transactions: |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |   |        
|                                      |                        |                                                                                 |                                                              | Program rights in exchange for program
rights payable |         | $                        | 8,950   |               |         | $              | 8,950   |             |         | $      | 1,914  |   |         | $      | 1,914  |  
|                                      |                        |                                                                                 |                                                              |                                                       |         |                          |         |               |         |                |         |             |         |        |        |  

See the notes to the consolidated financial statements.

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ACME INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES
ACME TELEVISION, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001

(1) FORMATION AND DESCRIPTION OF THE BUSINESS

Reorganization of Parent

ACME Communications, Inc. was formed on July 23, 1999, in preparation for
and in conjunction with an initial public offering of its stock.

On September 27, 1999, the Board of Advisors of ACME Television Holdings,
LLC the parent company of ACME Intermediate Holdings, LLC (ACME Intermediate)
and its wholly-owned subsidiary ACME Television, LLC (ACME Television) and
its members and the Board of Directors of ACME Communications, Inc. and its
stockholder approved a merger and reorganization (the Reorganization),
whereby ACME Communications, Inc., became the direct parent of ACME Television
Holdings, LLC. As a result of the Reorganization, ACME Communications, Inc. is
the ultimate parent of ACME Intermediate and its wholly owned subsidiary ACME
Television. All transactions contemplated as part of the Reorganization closed
on October 5, 1999. References to ACME Parent herein refer to ACME
Communications, Inc.

Formation

ACME Intermediate was formed on August 8, 1997. Upon formation, ACME
Intermediate received a contribution from ACME Parent, of ACME Parents
wholly-owned subsidiaries  ACME Television of Oregon, LLC (ACME Oregon) and
ACME Television of Tennessee, LLC (ACME Tennessee) and certain other net
assets. This Contribution of $25,455,000 (including cash of $2,380,000) was
made in exchange for membership units in ACME Intermediate and was treated as a
transaction between entities under common control, similar to a pooling of
interests. Accordingly, the transaction was recorded at historical cost and
ACME Intermediate has reflected the results of operations of the contributed
entities for the year ended December 31, 1997. In addition, on September 30,
1997, ACME Parent made an additional contribution of $21,746,000 in exchange
for membership units in ACME Intermediate.

ACME Television was formed on August 8, 1997. Upon formation, ACME
Television received a contribution from ACME Parent through ACME Intermediate
of ACME Parents wholly owned subsidiaries  ACME Oregon and ACME Tennessee and
certain other net assets. This Contribution of $25,455,000 (including cash of
$2,380,000) was made in exchange for membership units in the Company and was
treated as a transaction between entities under common control, similar to a
pooling of interests. Accordingly, the transaction was recorded at historical
cost and ACME Television has reflected the results of operations of the
contributed entities for the year ended December 31, 1997. In addition, on
September 30, 1997, ACME Intermediate made an additional contribution of
$60,061,000 in exchange for membership units in ACME Television.

ACME Parent owns directly or indirectly, 100% of the outstanding member
units of ACME Intermediate. ACME Intermediate owns, directly or indirectly,
100% of the outstanding member units of ACME Television.

Description of the Business

ACME Intermediate is a holding company with no independent operations
other than through its wholly-owned subsidiary, ACME Television. ACME Television,
through its wholly-owned subsidiaries, owns and operates the following ten
commercially licensed broadcast television stations located throughout the
United States:

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|                                 |  |         |    |        |  |                                   |  |             |    |        |  |         |  |  |  | 
|-------------------------------- |  | ------- | -- | ------ |  | --------------------------------- |  | ----------- | -- | ------ |  | ------- |  |  |  | 
|                                 |  |         |    |        |  |                                   |  |             |    | U.S.   |  |         |  | 
|                                 |  |         |    |        |  |                                   |  |             |    | Market |  | Network
|Station                          |  | Channel |    | Market |  | Rank*                             |  | Affiliation
|                                 |  |         |    |        |  |                                   |  |            
|KPLR                             |  |         | 11 |        |  | St. Louis, MO                     |  |             | 22 |        |  | WB     
|KWBP                             |  |         | 32 |        |  | Portland, OR                      |  |             | 23 |        |  | WB     
|KUWB                             |  |         | 30 |        |  | Salt Lake City, UT                |  |             | 35 |        |  | WB     
|KWBQ                             |  |         | 19 |        |  | Albuquerque-Santa Fe, NM          |  |             | 48 |        |  | WB     
|KASY                             |  |         | 50 |        |  | Albuquerque-Santa Fe, NM          |  |             | 48 |        |  | UPN    
|WBDT                             |  |         | 26 |        |  | Dayton, OH                        |  |             | 60 |        |  | WB     
|WBXX                             |  |         | 20 |        |  | Knoxville, TN                     |  |             | 62 |        |  | WB     
|WIWB                             |  |         | 14 |        |  | Green Bay-Appleton, WI            |  |             | 69 |        |  | WB     
|WTVK                             |  |         | 46 |        |  | Ft. Myers-Naples, FL              |  |             | 76 |        |  | WB     
|WBUI                             |  |         | 23 |        |  | Champaign-Springfield-Decatur, IL |  |             | 82 |        |  | WB     
|* Based on
television
households

In March 2002, ACME Parent entered into, and subsequently assigned to ACME
Television, a court-approved asset purchase agreement to buy substantially all
of the broadcast assets of station WHPN, the UPN affiliate serving the Madison,
Wisconsin marketplace, for a cash purchase price of $5.6 million. We began
operating the station under an interim local marketing agreement (LMA) on
April 1, 2002 and expect to switch the affiliation to the WB Television Network
(The WB) by the end of August 2002 and to close the transaction during the fourth
quarter of 2002.

We also own the rights to acquire construction permits to build four other
stations  three to be new WB Network affiliates in Lexington, KY, Richmond, VA
and Flint-Saginaw-Bay Cities, MI and the fourth to be a second station,
operated as an independent, in Portland, OR. The acquisition of these
construction permits is dependent on the Federal Communications Commission
approving the underlying applications. The aggregate purchase price for these
four construction permits is approximately $18.4 million.

(2)  Presentation of Interim Financial Statements

Financial statements are presented for each of ACME Intermediate Holdings,
LLC and its wholly-owned subsidiary, ACME Television, LLC. Unless the context
requires otherwise, references to the Company refers to both ACME
Intermediate and ACME Television. Segment information is not presented since
all of our revenue is attributed to a single reportable segment  television
broadcasting.

The accompanying consolidated financial statements for the three and six
month periods ended June 30, 2001 and 2002 are unaudited and have been prepared
in accordance with accounting principles generally accepted in the United
States of America, the instructions to this Form 10-Q and Article 10 of
Regulation S-X. In our opinion, such financial statements include all
adjustments (consisting of normal recurring accruals) considered necessary for
the fair presentation of the financial position and the results of operations,
and cash flows for these periods. As permitted under the applicable rules and
regulations of the Securities and Exchange Commission (SEC), these financials
statements do not include all disclosures and footnotes normally included with
annual consolidated financial statements, and accordingly, should be read in
conjunction with the consolidated financial statements and the notes thereto,
included in the our Annual Report on Form 10-K for the year ended December 31,
2001, filed with the SEC on April 1, 2002. The results of operations presented
in the accompanying consolidated financial statements are not necessarily
indicative of the results that may be expected for the year ending December 31,
2002.

(3)  Intangible Assets  Adoption of Statements 142 and 144

We adopted the provisions of Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other Intangible Assets effective January
1, 2002. Under SFAS No. 142, we will no longer amortize goodwill or
intangible assets. As of December 31, 2001 and June 30, 2002, we had $87.6
million is unamortized goodwill and $165 million in unamortized broadcast
licenses.

In connection with
the transitional goodwill impairment evaluation, SFAS 142
required us to perform an assessment of whether there was any
indication that goodwill was impaired at the date of adoption. We
performed the assessment on a consolidated basis and determined that
there was not an indication of impairment. In addition, we determined
that our intangible assets, comprised of FCC licenses, represented
intangible assets with an indefinite life. We evaluated each asset
for impairment in accordance with SFAS No. 142, based on the fair
value of the intangibles. Based on this evaluation, we did not
record any impairment of FCC licenses. The evaluation of impairment
of goodwill and FCC licenses must be done at least annually and more
frequently if events or circumstances indicate that the assets may be
impaired.

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Following is a reconciliation of the June 30, 2001 reported net loss to
the net loss as it would have been if SFAS No. 142 had been effective on
January 1, 2001:

|                  |                                 |                   |        |                            |        |                          |        |       |        |   |         |   |         |   |         |        |        |  
|----------------- | ------------------------------- | ----------------- | ------ | -------------------------- | ------ | ------------------------ | ------ | ----- | ------ | - | ------- | - | ------- | - | ------- | ------ | ------ | -
|                  |                                 |                   |        | ACME Intermediate, LLC    
|                  |                                 |                   |        |                           
|                  |                                 |                   |        | For the Three Months Ended |        | For the Six Months Ended
|                  |                                 |                   |        | June 30,                   |        | June 30,                
|                  |                                 |                   |        |                            |        |                         
|(In thousands)    |                                 | 2002              |        | 2001                       |        | 2002                     |        | 2001 
|                  |                                 |                   |        |                            |        |                          |        |      
|                  |                                 |                   |        | (Unaudited)                |        | (Unaudited)             
|                  |                                 |                   |        |                            |        |                         
|Reported net loss |                                 | $                 | (6,365 | )                          |        | $                        | (5,944 | )     |        | $ | (44,000 | ) |         | $ | (12,721 | )     
|Add back:         |                                 |                   |        |                            |        |                          |        |       |        |   |         |   |         |   |         |       
|                  | Goodwill amortization           |                   |        |                           |        |                          |        | 1,351 |        |   |         |  |         |   |         | 2,686  |       
|                  | Broadcast licenses amortization |                   |        |                           |        |                          |        | 2,489 |        |   |         |  |         |   |         | 4,994  |       
|                  | Income tax expense              |                   |        |                            |        |                          |        | (898  | )      |   |         |   |         |   |         | (1,909 | )     
|                  |                                 |                   |        |                            |        |                          |        |       |        |   |         |   |         |   |         |       
|                  |                                 | Adjusted net loss |        | $                          | (6,365 | )                        |        | $     | (3,002 | ) |         | $ | (44,000 | ) |         | $      | (6,950 | )
|                  |                                 |                   |        |                            |        |                          |        |       |        |   |         |   |         |   |         |       

|                  |                                 |                   |        |                            |        |                          |        |       |        |   |         |   |         |   |         |        |        |  
|----------------- | ------------------------------- | ----------------- | ------ | -------------------------- | ------ | ------------------------ | ------ | ----- | ------ | - | ------- | - | ------- | - | ------- | ------ | ------ | -
|                  |                                 |                   |        | ACME Television, LLC      
|                  |                                 |                   |        |                           
|                  |                                 |                   |        | For the Three Months Ended |        | For the Six Months Ended
|                  |                                 |                   |        | June 30,                   |        | June 30,                
|                  |                                 |                   |        |                            |        |                         
|(In thousands)    |                                 | 2002              |        | 2001                       |        | 2002                     |        | 2001 
|                  |                                 |                   |        |                            |        |                          |        |      
|                  |                                 |                   |        | (Unaudited)                |        | (Unaudited)             
|                  |                                 |                   |        |                            |        |                         
|Reported net loss |                                 | $                 | (4,275 | )                          |        | $                        | (4,725 | )     |        | $ | (33,062 | ) |         | $ | (10,364 | )     
|Add back:         |                                 |                   |        |                            |        |                          |        |       |        |   |         |   |         |   |         |       
|                  | Goodwill amortization           |                   |        |                           |        |                          |        | 1,351 |        |   |         |  |         |   |         | 2,686  |       
|                  | Broadcast licenses amortization |                   |        |                           |        |                          |        | 2,489 |        |   |         |  |         |   |         | 4,994  |       
|                  | Income tax expense              |                   |        |                            |        |                          |        | (898  | )      |   |         |   |         |   |         | (1,909 | )     
|                  |                                 |                   |        |                            |        |                          |        |       |        |   |         |   |         |   |         |       
|                  |                                 | Adjusted net loss |        | $                          | (4,275 | )                        |        | $     | (1,783 | ) |         | $ | (33,062 | ) |         | $      | (4,593 | )
|                  |                                 |                   |        |                            |        |                          |        |       |        |   |         |   |         |   |         |       

Prior to January 1, 2002, we recorded deferred tax liabilities relating to
the difference in the book basis and tax basis of goodwill and intangibles.
The reversals of those deferred tax liabilities were utilized to support the
realization of deferred tax assets (primarily consisting of net operating loss
carryforwards) and the corresponding deferred tax benefits recorded. As a
result of the adoption of SFAS No. 142, those deferred tax liabilities will no
longer reverse on a scheduled basis and can no longer be utilized to support
the realization of deferred tax assets. Accordingly, we recorded a one-time,
non-cash charge totaling $29.2 and 22.3 million for ACME Intermediate and ACME
Television, respectively, to deferred income tax expense in the quarter ended
March 31, 2002 to establish a valuation allowance against its deferred tax
assets.

We also adopted the provisions of SFAS No. 144 Accounting for the
Impairment or Disposal of Long-Lived Assets effective
January 1, 2002. SFAS No. 144 requires us to evaluate long-lived assets for impairment
when certain conditions exist, including a current period operating
loss combined with a history of operating losses. In evaluating
whether there is an impairment, the carrying value of the asset is
compared to the sum of the undiscounted cash flows expected to result
from the use and eventual disposition of the assets. We evaluate
long-lived assets at the station level. As of June 30, 2002, we
have not recorded any impairment related to long-lived assets. Future
adverse changes in market conditions, changes in technology and other
factors could reduce the expected future cash flows and result in an
impairment charge.

(4) Revolving Credit Facility

In February 2002, we
completed our new revolving credit facility with Foothill Capital
Corporation, as both agent and lender. In June 2002, GE Capital
became a co-lender under the agreement and maximum borrowings under
the facility were increased to $40 million. The new facility is secured by all of our television station
assets and expires May 31, 2004. Under
this agreement, we have the option to borrow at an interest rate determined by
either a base rate (Wells Fargo Banks prime rate) plus 3 percentage points, or
at the LIBOR rate plus 4.25 percentage points. The financial covenants, which
are quarterly tests beginning March 31, 2002, included in the new facility are
(a) minimum EBITDA, (b) maximum total leverage, (c) minimum net tangible worth
and (d) maximum capital expenditures (annual basis only). In addition to the
financial covenants, the facility contains negative covenants, which, among
other restrictions, require the lenders approval for certain station
acquisitions and dispositions. At June 30, 2002 we had borrowings under the
facility of $5.4 million and had $36.4 million available under the facility.
We were in compliance with all covenants at June 30, 2002.

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Costs associated with the procuring of bank credit facilities, including
loan fees and related professional fees, are included in long-term other assets
and are amortized over the term of the facilities. Approximately $292,000 in
capitalized costs that related to the prior facility were expensed in the first
quarter of 2002.




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

Forward -Looking Statements:

This Quarterly Report on Form 10-Q includes forward-looking statements. We
have based these forward-looking statements on our current expectations and
projections about future events. In some cases, you can identify
forward-looking statements by terminology such as anticipate, may, will, could,
expect, believe, potential, or might or the negative of such terms or
other comparable terminology. Forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause our and the
television broadcast industrys actual results, levels of activity,
performance, achievements and prospects to be materially different from those
expressed or implied by such forward-looking statements. These risks,
uncertainties and other factors include those identified in our Annual Report
on Form 10-K filed with the Securities and Exchange Commission on April 1,
2002.

We are under no duty to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
after the date of this Quarterly Report on Form 10-Q. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
Quarterly Report on Form 10-Q might not occur.

The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this
report on Form 10-Q.

OVERVIEW

Our ten owned and
operated television stations are regionally diverse and range in size
(based on television households) from the 22nd through the 82nd largest markets
in the nation. All but one of our stations are affiliates of The WB. Our
second station in the Albuquerque-Santa Fe marketplace is a UPN affiliate.
KPLR  St. Louis, our only VHF station, has been broadcasting in that market
for over 40 years and is considered a mature television station. Our other
nine stations (our Developing Stations) have only been on the air, or
achieving measurable ratings, for 2-5 years. In addition, we currently operate
under an LMA the UPN affiliate in Madison, WI. We expect to both complete our
acquisition of this station and switch it affiliation to The WB during the
second half of 2002.

We derive revenues primarily from the sale of advertising time to local,
regional and national advertisers. Our revenues depend on popular programming
that attracts audiences in the demographic groups targeted by advertisers,
allowing us to sell advertising time at satisfactory rates. Our revenues also
depend significantly on factors such as the national and local economy and the
level of local competition.

Our revenues are generally highest during the fourth quarter of each year,
primarily due to increased expenditures by advertisers in anticipation of
holiday season consumer spending and an increase in viewership during this
period. We generally pay commissions to advertising agencies on local, regional
and national advertising and to national sales representatives on national
advertising. Our revenues reflect deductions from gross revenues for
commissions payable to advertising agencies and national sales representatives.

Our primary ongoing operating expenses are programming costs, employee
compensation, advertising and promotion expenditures and depreciation.
Programming expense consists primarily of amortization of broadcast rights
relating to syndicated programs as well as news production costs and
music licensing fees. Changes in employee
compensation expense result primarily from increases in total staffing levels,
from adjustments to fixed salaries based on individual performance and
inflation and from changes in sales commissions paid to our sales staff based
on levels of advertising revenues. Advertising and promotion expenses consist
primarily of media and related production costs resulting from the promotion of
our stations and programs. This amount is net of any reimbursement received or
due to us for such advertisement and promotion from The WB, UPN or from other
program suppliers.

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RESULTS OF OPERATIONS

The following table sets forth our calculation of broadcast cash flow and
EBITDA along with a summary of our statement of cash flow data for the periods
indicated:

Other Operating Data:

|                                   |                         |                      |                                |                     |  |                             |       |                           |   |        |       |       |         |        |       |        |        |        |       | 
|---------------------------------- | ----------------------- | -------------------- | ------------------------------ | ------------------- |  | --------------------------- | ----- | ------------------------- | - | ------ | ----- | ----- | ------- | ------ | ----- | ------ | ------ | ------ | ----- | 
|                                   |                         |                      |                                |                     |  | Three Months ended June 30, |       | Six Months ended June 30,
|                                   |                         |                      |                                |                     |  |                             |       |                          
|Broadcast cash flow and EBITDA(1): |                         | 2002                 |                                | 2001                |  | 2002                        |       | 2001                     
|                                   |                         |                      |                                |                     |  |                             |       |                          
|                                   |                         |                      |                                |                     |  | (Unaudited)                 |       | (Unaudited)              
|                                   |                         |                      |                                |                     |  |                             |       |                          
|                                   | Operating Income (loss) |                      | $                              | 2,230               |  |                             | $     | (1,485                    | ) |        | $     | 2,314 |         |        | $     | (4,594 | )     
|                                   | Add back:               |                      |                                |                     |  |                             |       |                           |   |        |       |       |         |        |       |        |       
|                                   |                         |                      | Equity-based compensation      |                     |  | 116                         |       |                           |   | 133    |       |       |         | 231    |       |        |        | 265    |      
|                                   |                         |                      | Depreciation and amortization  |                     |  | 1,281                       |       |                           |   | 4,910  |       |       |         | 2,452  |       |        |        | 9,869  |      
|                                   |                         |                      | LMA Fees                       |                     |  | 4                           |       |                           |   |       |       |       |         | 4      |       |        |        |       |      
|                                   |                         |                      | Amortization of program rights |                     |  | 3,953                       |       |                           |   | 3,561  |       |       |         | 8,017  |       |        |        | 7,076  |      
|                                   |                         |                      | Corporate expenses             |                     |  | 1,028                       |       |                           |   | 906    |       |       |         | 1,845  |       |        |        | 1,820  |      
|                                   |                         |                      | Adjusted program payments (1)  |                     |  | (3,952                      | )     |                           |   | (3,538 | )     |       |         | (8,084 | )     |        |        | (7,060 | )    
|                                   |                         |                      |                                |                     |  |                             |       |                           |   |        |       |       |         |        |       |       
|                                   |                         |                      |                                | Broadcast cash flow |  |                             | 4,660 |                           |   |        | 4,487 |       |         |        | 6,779 |        |        |        | 7,376 | 
|                                   | Less:                   |                      |                                |                     |  |                             |       |                           |   |        |       |       |         |        |       |        |       
|                                   |                         |                      | Corporate expenses             |                     |  | 1,028                       |       |                           |   | 906    |       |       |         | 1,845  |       |        |        | 1,820  |      
|                                   |                         |                      |                                |                     |  |                             |       |                           |   |        |       |       |         |        |       |       
|                                   |                         |                      |                                | EBITDA              |  | $                           | 3,632 |                           |   | $      | 3,581 |       |         | $      | 4,934 |        |        | $      | 5,556 | 
|Broadcast cash flow margin (1)     |                         |                      | 22.3                           | %                   |  |                             | 23.7  | %                         |   |        | 18.0  | %     |         |        | 20.9  | %     
|EBITDA margin (1)                  |                         |                      | 17.4                           | %                   |  |                             | 19.0  | %                         |   |        | 13.1  | %     |         |        | 15.7  | %     
|Cash flows provided by (used in):  |                         |                      |                                |                     |  |                             |       |                           |   |        |       |       |         |        |       |       
|                                   |                         | Operating activities |                                |                     |  |                             |       |                           |   |        |       | $     | (8,788  | )      |       | $      | (4,574 | )     
|                                   |                         | Investing activities |                                |                     |  |                             |       |                           |   |        |       | $     | (10,349 | )      |       | $      | (2,903 | )     
|                                   |                         | Financing activities |                                |                     |  |                             |       |                           |   |        |       | $     | 16,824  |        |       | $      | 1,917  |       



---

|(1) |  | We define:
|--- |  | ----------



| |  |  | broadcast cash flow as operating income, plus equity-based
compensation, depreciation and amortization, LMA fees, amortization of
program rights, and corporate expenses, less program payments  the
latter as adjusted to reflect reductions for liabilities relating to
expired rights or rights that have been written-off in connection with
acquisitions;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | EBITDA as broadcast cash flow less corporate expenses;                                                                                                                                                                                                                                                                                                         
|
| |  |  | broadcast cash flow margin as broadcast cash flow as a percentage of net revenues; and                                                                                                                                                                                                                                                                         
|
| |  |  | EBITDA margin as EBITDA as a percentage of net revenues.                                                                                                                                                                                                                                                                                                       

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We have included broadcast cash flow, broadcast cash flow margin, EBITDA and
EBITDA margin data because management believes that these measures are useful
to an investor to evaluate our ability to service debt and to assess the
earning ability of our stations operations. However, you should not consider
these items in isolation or as substitutes for net income, cash flows from
operating activities and other statement of operations or cash flows data
prepared in accordance with accounting principles generally accepted in the
United States of America. These measures are not necessarily comparable to
similarly titled measures employed by other companies.

Quarter and Six Months ended June 30, 2002 vs June 30, 2001

Net revenues increased 11% to $20.9 million for the second quarter of 2002
compared to $18.9 million for the same period a year ago while year-to-date net
revenues were up 7% to $37.7 million for 2002 compared to $35.4 million for the
first six months of 2001. Our double digit second quarter revenue growth
reflects increased market share performance at our Developing Stations, driven
by sustained ratings growth, coupled with a return to moderate growth of
television spending in almost all of our markets.

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Station operating
expenses increased 13% to $16.2 million for the second
quarter of 2002 compared to $14.4 million for the same period a year ago and
increased 10% to $30.9 million for the six-month period ended June 30, 2002
compared with $28.0 million for the corresponding period in 2001. These
increases are primarily due to increased programming expense which was up 17%
for both the quarter and six-month periods compared to 2001 due to our
continued investment in, and upgrade to, our program schedule. Sales and related
expenses were up 15% for the quarter and 23% for the six month period as
compared to the same periods in 2001, principally due to increased
Nielsens rating service charges. Engineering expenses increased 21% for the quarter and 10% for the
six-month period due to new costs associated with our new digital facilities.

Depreciation and amortization decreased 74% to $1.3 million in the second
quarter of 2002 compared to $4.9 million in the same period a year ago and for
the six month period, depreciation and amortization decreased 75% to $2.5
million, compared to $9.9 million for the same period in 2001, due to our
adoption of SFAS No. 142. Under SFAS No. 142, our goodwill and other
intangible assets are no longer amortized, and therefore, the $1.3 million in
the second quarter of 2002 consists only of depreciation expense
relating to fixed assets. This
represents a 12% increase compared to our second quarter 2001 depreciation
expense because of our capital expenditures to convert to digital broadcasting
and to upgrade existing equipment.

Corporate expenses increased 13% to $1.0 million for the second quarter of
2002 as compared to $906,000 for the same period a year ago. On a year
to date basis, corporate expenses increased 1% to $1.845 million in 2002
compared to $1.820 million in 2001. Both the increase in the
second quarter and the increase for the six-month period are due
primarily to increased insurance expenses and increased investor
relations expenses offset by a reduction in professional fees and
incentive compensation provisions.

Equity-based compensation of $116,000 in the second quarter of 2002 and
$133,000 in the second quarter of 2001 and $231,000 and $265,000 for the
six-months ended June 30, 2002 and 2001, respectively, relates to stock options
issued upon the conversion of our long-term incentive plan awards during ACME
Parents IPO in September of 1999. These options were issued at a price below
market value at the date of grant and therefore generate compensation expense
over the life of the option. The decrease of $17,000 for the quarter and
$34,000 year to date in 2002 is due to stock options that were forfeited by
former employees.

ACME Televisions interest expense for the second quarter of 2002 was $5.5
million and was $5.3 million in the second quarter of 2001 and for the six
month period was $11.1 million in 2002 and $10.7 million in 2001. This second
quarter 2002 increase was primarily due to increased interest expense on new
borrowings under our senior credit facility and increased interest
expense on our capital lease facilities. Interest expense for the
six-month period also includes the accelerated amortization of prepaid
financing costs associated with our former credit facility that was terminated
in February 2002 (see Liquidity and Capital Resources below).

ACME Intermediates interest expense for the second quarter of 2002 was
$7.8 million and was $7.3 million for the previous year and for the six month
period was $15.5 million in 2002 and $14.5 million in 2001. In addition to the
higher interest expense at ACME Television, interest expense also increased
relating to the higher accreted principal balance for ACME Intermediates 12%
senior secured notes compared to a year ago.

ACME Intermediate and ACME Televisions income tax expense for the second
quarter of 2002 were $725,000 and $892,000, respectively, compared to income
tax benefits of $2.9 and $2.1 million, respectively, in the corresponding
quarter of 2001. For the six month period ACME Intermediates income tax
expense was $30.7 for 2002 and the benefit was $6.3 million for 2001. ACME
Televisions income tax expense was $24.1 for the six month period ended June
30, 2002 and the benefit was $4.8 million for the same period in 2001. These
increases are due to the implementation of SFAS No. 142 on January 1, 2002.
Prior to January 1, 2002, we recorded deferred tax liabilities relating to the
difference in the book basis and tax basis of goodwill and intangibles. The
reversals of those deferred tax liabilities were utilized to support the
realization of deferred tax assets (primarily consisting of net operating loss
carryforwards) and the corresponding deferred tax benefits recorded. As a
result of the adoption of SFAS 142, those deferred tax liabilities will no
longer reverse on a scheduled basis and can no longer be utilized to support
the realization of deferred tax assets. Accordingly, we recorded a one-time,
non-cash charge totaling $29.2 million and $22.3 million for ACME Intermediate
and ACME Television, respectively, to deferred income tax expense to establish
a valuation allowance against its deferred tax assets.

Broadcast cash flow (as defined) for the second quarter increased 4% to
$4.7 million compared to $4.5 million in the same period a year ago due to our
revenue growth beginning to overcome our growth in expenses.

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On a year-to-date basis, broadcast cash flow decreased 8% to $6.8 million
compared to $7.4 million in the same period a year ago. This decrease is the
result of our expense growth in excess of our revenue growth during the
six-month period due to continued investment in programming, staffing and sales
related costs.

EBITDA (as defined) increased 1% to $3.63 million for the second quarter
of 2002 compared to $3.58 million EBITDA for the second quarter of 2001 on the
strength of increased broadcast cash flow. On a year-to-date basis, EBITDA
decreased 11% to $4.9 million compared to $5.6 million in the same period a
year ago. This six-month decrease reflects our decreased six month broadcast
cash flow.

ACME Televisions net loss for the second quarter of 2002 was $4.3 million
compared to a net loss for the second quarter of 2001 of $4.7. For the six
month period, ACME Televisions net loss was $33.1 million in 2002 and $10.4
million in 2001 . The $421,000 decrease in net loss for the quarter as compared
to the same period in 2001 is primarily attributable to our increased broadcast
cash flow and the reduction in the amortization of intangibles of $3.8 million.
The $22.7 million increase in ACME Televisions net loss for the six month
period is primarily attributable to the one-time tax charge of $22.3 million
incurred due to the adoption of SFAS No. 142, lower adjusted EBITDA and
increased interest expense, net of a reduction in the amortization of
intangibles of $7.7 million. ACME Intermediates higher net
loss for the quarter and six-month periods ended June 30, 2002, compared to ACME Televisions, reflect the
interest and income tax expense related to ACME Intermediates 12% senior
secured notes.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow used in operating activities was $8.8 million for the six months
ended June 30, 2002 compared to cash flow used in operating activities of $4.6
million for the second six months of 2001. This increase in the use
of cash relates primarily to our lower EBITDA
compounded by reduced collections of net revenues as most of
our increase in sales in the 2002 period occurred late in the second
quarter and, therefore, will be collected in the following quarter.
Interest
expense was also higher for the six months ended June 30, 2002
compared to the prior year due to higher debt on our revolving credit
and capital lease facilities.

Cash flow used in investing activities during the second six months of
2002 was $10.3 million compared to $2.9 million used during the second six
months of 2001. The $7.4 million increase is attributable to the purchases of
broadcast and other equipment while we continue to improve technical facilities
at our stations, a minority investment in an automobile-related website and the deposit
made in connection with our pending purchase of WHPN, Madison, Wisconsin.

Cash flow provided by financing activities was $16.8 million for the
second six months of 2002 compared to $1.9 million used in financing activities
in 2001. This $14.9 million increase is primarily attributable to the $12
million contribution from ACME Parent. The remainder relates to our borrowings
on our credit facility offset by payment of financing costs and decreased net
borrowings on our capital lease facilities (net of repayments and cash placed
on deposit to secure such borrowings).

In February 2002, we
completed our new revolving credit facility with Foothill Capital
Corporation, as both agent and lender. In June 2002,
GE Capital became a co-lender under the agreement and maximum
borrowings under the facility were increased to $40 million. The
new revolving facility is secured by all of our television assets and expires May 31, 2004. Under this agreement,
we have the option to borrow at an interest rate determined by either a base
rate (Wells Fargo Banks prime rate) plus 3 percentage points, or at the LIBOR
rate plus 4.25 percentage points. The financial covenants, which are quarterly
tests beginning March 31, 2002, included in the new facility are (a) minimum
EBITDA, (b) maximum total leverage, (c) minimum net tangible worth and (d)
maximum capital expenditures (annual basis only). In addition to the financial
covenants, the facility contains negative covenants, which, among other
restrictions, require the lenders approval for certain, station acquisitions
and dispositions. At June 30, 2002 we had borrowings under the facility
totaling $5.4 million and had $34.6 million available under the facility
outstanding under the facility. We were in compliance with all covenants at
June 30, 2002.

In March 2002, upon posting an additional $1.1 million of restricted cash
as collateral, we borrowed the final $3.3 million of our most
recent capital lease
facility. Borrowings under our various capital lease facilities are generally
paid over four to five years. At June 30, 2002, amounts due under all capital
lease facilities totaled $14.1 million bearing an implicit average interest rate of
8.4% per annum.

We expect to incur approximately $6 million in additional
capital expenditures in 2002 as we conclude our transition to digital
broadcasting,

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upgrade the Madison, WI station we anticipate
purchasing and purchase the capital
equipment for our new morning news show The Daily Buzz
that we expect to
launch this fall. We expect that our capital expenditures after
2002, apart
from those related to any pending and future acquisitions, will approximate
$3.5 million per year.

Effective
October 1, 2000, ACME Televisions $175 million 10 7/8% Senior
Discount Notes due September 30, 2004 began accruing cash interest. The
interest payment on these notes amounts to approximately $9.5 million every six
months and the payments are due on March 31st and September 30th. ACME Intermediates $71.6
million 12% Senior Secured Notes begin accruing cash interest on October 1,
2002, with the first semi-annual payment of approximately $4.2 million due on
March 31, 2003.

At June 30, 2002, the Company had $4.8 million of cash, $2.9 million of
which is restricted to collateralize capital lease obligations, and working
deficits of $1.4 million and $1.2 million for ACME Intermediate and ACME
Television, respectively.

We believes that existing unrestricted cash balances, funds generated from
operations and borrowings under our credit facility will be sufficient to
satisfy our cash requirements for our existing operations for at least the next
twelve months. We expect that any future acquisitions of television stations,
including the completion of our WHPN  Madison, Wisconsin acquisition and any
of the four construction permits, would be financed through these same sources
or, if necessary, through additional debt and equity financings. There is no
guarantee that such other means of raising capital will be available
at all or on terms that are
acceptable to us. Accordingly, current members could be adversely
affected should such financings become necessary.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States. The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including
those related to broadcast rights, bad debts, intangible assets, income taxes,
and contingencies and litigation. We base our estimates on historical
experience and on various other assumptions that we believe to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We believe the following
critical accounting policies affect the more significant judgements and
estimates used in the preparation of our consolidated financial statements.

Programming Rights

Our programming rights are stated, on a gross basis, at the lower of
amortized cost or estimated realizable value. We regularly evaluate estimated
realizable value of programming rights based on current usage and revenue
performance and projected future revenue and usage of such programs. Changes
in our programming schedule could impact the estimated realizable value of
programming. For the quarter and six-month periods ended June 30, 2001 programming
rights impairment charges totaled $32,000 and $46,000, respectively. There was
no impairment of programming rights during the quarter and six-month periods
ended June 30, 2002.

Long-Lived Assets, Goodwill and
Intangible Assets

We evaluate long-lived assets in
accordance with SFAS No. 144. SFAS 144 requires us to
evaluate long-lived assets for impairment when certain conditions exist, including a current period operating loss combined  with a
history of operating losses. In evaluating whether there is an
impairment, the carrying value of the assets is compared to the sum
of the undiscounted cash flows expected to result from the use and
eventual disposition of the assets. We evaluate long-lived assets at
the station level. As of June 30, 2002, we have not recorded any
impairment related to long-lived assets. Future adverse changes in
market condition, changes in technology and other factors could
reduce the expected future cash flows and result in an impairment
charge.

We evaluate goodwill
and intangibles in accordance with SFAS No. 142. In connection
with the transitional goodwill impairment evaluation, SFAS 142
required us to perform an assessment of whether there was any
indication that goodwill was impaired at the date of adoption
(January 1, 2002). We performed the assessment on a consolidated
basis and determined that there was not an indication of impairment.
In addition, we determined that our intangible assets, comprised of
FCC licenses, represented intangible assets with an indefinite life.
We evaluated each asset for impairment in accordance with
SFAS No. 142, based on the fair value of the intangibles.
Based on this evaluation, we did not record any impairment of FCC
licenses. The evaluation of impairment of goodwill and FCC licenses
must be done at least annually and more frequently if events or
circumstances indicate that the assets may be impaired.

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Revenue Recognition

We record revenue from the sale of airtime related to advertising and
contracted time at the time of broadcast and maintain an allowance for doubtful
accounts for the estimated losses that may result from the inability of our
customers to make required payments. We utilizes information available to us,
including the timing of payments and the financial condition of our customers,
to estimate the allowance for doubtful accounts. If the financial condition of
our customers were to deteriorate, resulting in an impairment of their ability
to make payments, additional allowances may be required. We do not have a significant concentration of accounts receivable from any
single customer or industry segment.

Accounting for Income Taxes

Prior to January 1, 2002, we recorded deferred tax liabilities relating to
the difference in the book basis and tax basis of goodwill and intangibles.
The reversals of those deferred tax liabilities were utilized to support the
realization of deferred tax assets (primarily consisting of net operating loss
carryforwards) and the corresponding deferred tax benefits recorded. As a
result of the adoption of SFAS No. 142, those deferred tax liabilities will no
longer reverse on a scheduled basis and can no longer be utilized to support
the realization of deferred tax assets. Accordingly, we recorded a one-time,
non-cash charge totaling $28.4 million to deferred income tax expense in the
quarter ended March 31, 2002 to establish a valuation allowance
against our
deferred tax assets. If we were to determine that we would be able to
realize a deferred tax asset in the future that is in excess of the net
recorded amount, we would record an adjustment to the valuation
allowance and a tax benefit.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our credit facility has a variable interest rate. Accordingly, our
interest expense could be materially affected by future fluctuations in the
applicable interest rate. At June 30, 2002, we had borrowings of $5.4 million
and $34.6 million available under the credit facility.

We are also exposed to risk from a change in interest rates to the extent
we are required to refinance existing fixed rate indebtedness at rates higher
than those prevailing at the time the existing indebtedness was incurred. We
have senior discount notes totaling $175 million and senior secured discount
notes totaling $71.6 million due in the years 2004 and 2005, respectively.
Effective October 1, 2000, the senior discount notes began accruing cash
interest. The interest payment on these notes amounts to approximately $9.5
million every six months. Effective October 1, 2002, the senior secured notes
will being accruing cash interest and the first semi-annual interest payment of
approximately $4.2 million will be due on March 31, 2003. Based upon the
quoted market price, the fair value of the senior discount notes and senior
secured discount notes was $178.1 and $65.9 million, respectively, as of June
30, 2002.




PART II  OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

We currently and from time to time are involved in litigation incidental
to the conduct of our business. We maintain comprehensive general liability and
other insurance, which we believe to be adequate for the purpose. We are not
currently a party to any lawsuit or proceeding that management believes would
have a material adverse affect on its financial condition or results of
operations.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) EXHIBITS

None.

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##### Table of Contents



REPORTS ON FORM 8-K

ACME Parent filed a Current Report on Form 8-K on April 11, 2002 to report
that its Board of Directors had decided to consider the sale of one of our
largest stations, contingent upon receiving an appropriate offer.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.

|                      |  |                                  |                                                                            
|--------------------- |  | -------------------------------- | ---------------------------------------------------------------------------
|                      |  | ACME INTERMEDIATE HOLDINGS, LLC.
|                     
|Date: August 14, 2002 |  | By:   /s/ THOMAS D. ALLEN       
|                      |  |                                  | Thomas D. Allen
Executive Vice President/CFO
(Principal accounting officer)
|                     
|                     
|                      |  | ACME TELEVISION, LLC.           
|                     
|Date: August 14, 2002 |  | By: /s/ THOMAS D. ALLEN         
|                      |  |                                  | Thomas D. Allen
Executive Vice President/CFO
(Principal accounting officer)

17