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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, 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 March 31, 2003

OR

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

Commission File Number: 333-40277

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ACME Intermediate Holdings, LLC

(Exact name of registrant as specified in its charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 52-2050589
(I.R.S. employer
identification no.)

2101 E. Fourth Street, Suite 202 A
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    o

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act.)    Yes    o    No    x

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

As of May 15, 2003, ACME Intermediate Holdings, LLC had 910,986 common
membership units outstanding; all such units are owned, directly or indirectly,
by ACME Communications, Inc.



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TABLE OF CONTENTS



|                               |                                                                                               |                                                                      |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                 
|                               |                                                                                               | Condensed Consolidated Balance Sheets                               
|                               |                                                                                               | Condensed Consolidated Statements of Operations and Members Capital
|                               |                                                                                               | Condensed Consolidated Statements of Cash Flows                     
|                               |                                                                                               | Notes to Condensed 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                           
|                               | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION   
|                               | Item 6. Exhibits and Reports on Form 8-K.                                                    
|SIGNATURES                    
|CERTIFICATES                  
|EXHIBIT 99.1                  



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ACME INTERMEDIATE HOLDINGS, LLC

FORM 10-Q

TABLE OF CONTENTS

|             |  |                                                                                                                                   |  |     
|------------ |  | --------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Item         |  |                                                                                                                                   |  |     
|Number       |  |                                                                                                                                   |  | Page
|             |  |                                                                                                                                   |  |     
|             |  | Part I  Financial Information                                                                                                    |  |     
|Item 1.      |  | Financial Statements                                                                                                              |  |     
|             |  | Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002                                                  |  | 3   
|             |  | Condensed Consolidated Statements of Operations and Members Capital for the Three Months Ended
March 31, 2003 and March 31, 2002 |  | 4   
|             |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2003 and March 31, 2002                      |  | 5   
|             |  | Notes to Condensed Consolidated Financial Statements                                                                              |  | 6   
|Item 2.      |  | Managements Discussion and Analysis of Financial Condition
and Results Of Operations                                             |  | 9   
|Item 3.      |  | Quantitative and Qualitative Disclosures About Market Risk                                                                        |  | 14  
|Item 4.      |  | Controls and Procedures                                                                                                           |  | 14  
|             |  | Part II  Other Information                                                                                                       |  |     
|Item 6.      |  | Exhibits and Reports on Form 8-K                                                                                                  |  | 15  
|Signatures   |  | 16                                                                                                                               
|Certificates |  | 17                                                                                                                               





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

|                                                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                   |         |         |         | 
|-------------------------------------------------- | --------------------------------------------- | ------------------------- | -------------------------------------- | ----------------- | ------- | -------------- | ------- |  |  |  | -------- | ----------------- | ------- | ------- | ------- | 
|                                                   |                                               |                           |                                        |                   |         | As of         
|                                                   |                                               |                           |                                        |                   |         |               
|                                                   |                                               |                           |                                        |                   |         | March 31, 2003 |         |  |  |  |          | December 31, 2002
|                                                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|                                                   |                                               |                           |                                        |                   |         | (Unaudited)    |         |  |  |  |          |                   |         |        
|ASSETS                                             |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|Current assets:                                    |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|                                                   | Cash and cash equivalents                     |                           | $                                      | 230,396           |         |                |         |  |  |  | $        | 1,808             |        
|                                                   | Restricted cash                               |                           |                                        | 2,906             |         |                |         |  |  |  |          | 2,910             |        
|                                                   | Accounts receivable, net                      |                           |                                        | 9,674             |         |                |         |  |  |  |          | 10,458            |        
|                                                   | Current portion of programming rights         |                           |                                        | 9,656             |         |                |         |  |  |  |          | 9,894             |        
|                                                   | Prepaid expenses and other current assets     |                           |                                        | 6,274             |         |                |         |  |  |  |          | 1,084             |        
|                                                   | Assets held for sale                          |                           |                                        |                  |         |                |         |  |  |  |          | 199,478           |        
|                                                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|                                                   |                                               | Total current assets      |                                        |                   | 258,906 |                |         |  |  |  |          |                   | 225,632 |        
|Property and equipment, net                        |                                               |                           | 30,044                                 |                   |         |                |         |  |  |  | 30,165   |                  
|Programming rights, net of current portion         |                                               |                           | 13,197                                 |                   |         |                |         |  |  |  | 15,102   |                  
|Goodwill, net                                      |                                               |                           | 12,233                                 |                   |         |                |         |  |  |  | 12,233   |                  
|Broadcast licenses, net                            |                                               |                           | 84,405                                 |                   |         |                |         |  |  |  | 84,394   |                  
|Other assets                                       |                                               |                           | 6,934                                  |                   |         |                |         |  |  |  | 6,969    |                  
|                                                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|                                                   |                                               |                           |                                        | Total assets      |         | $              | 405,719 |  |  |  |          |                   |         | $       | 374,495 | 
|                                                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|LIABILITIES
AND MEMBERS CAPITAL                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|Current liabilities:                               |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|                                                   | Accounts payable                              |                           | $                                      | 6,380             |         |                |         |  |  |  | $        | 8,154             |        
|                                                   | Accrued liabilities                           |                           |                                        | 3,976             |         |                |         |  |  |  |          | 11,583            |        
|                                                   | Due to affiliates                             |                           |                                        | 1,892             |         |                |         |  |  |  |          | 1,892             |        
|                                                   | Current portion of programming rights payable |                           |                                        | 9,366             |         |                |         |  |  |  |          | 9,627             |        
|                                                   | Current portion of obligations under lease    |                           |                                        | 2,929             |         |                |         |  |  |  |          | 3,710             |        
|                                                   | Income taxes payable                          |                           |                                        | 2,166             |         |                |         |  |  |  |          |                  |        
|                                                   | 10 7/8% senior discount notes                 |                           |                                        | 168,800           |         |                |         |  |  |  |          |                  |        
|                                                   | 12% senior secured notes                      |                           |                                        | 40,251            |         |                |         |  |  |  |          |                  |        
|                                                   | Liabilities held for sale                     |                           |                                        |                  |         |                |         |  |  |  |          | 45,810            |        
|                                                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|                                                   |                                               | Total current liabilities |                                        |                   | 235,760 |                |         |  |  |  |          |                   | 80,776  |        
|Programming rights payable, net of current portion |                                               |                           | 12,785                                 |                   |         |                |         |  |  |  | 14,814   |                  
|Obligations under lease, net of current portion    |                                               |                           | 6,841                                  |                   |         |                |         |  |  |  | 8,441    |                  
|Other liabilities                                  |                                               |                           | 51                                     |                   |         |                |         |  |  |  | 55       |                  
|Deferred income taxes                              |                                               |                           | 6,450                                  |                   |         |                |         |  |  |  | 5,698    |                  
|Notes payable under revolving credit facility      |                                               |                           |                                       |                   |         |                |         |  |  |  | 18,789   |                  
|10 7/8% senior discount notes                      |                                               |                           |                                       |                   |         |                |         |  |  |  | 175,000  |                  
|12% senior secured notes                           |                                               |                           | 29,004                                 |                   |         |                |         |  |  |  | 69,061   |                  
|                                                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|                                                   |                                               |                           |                                        | Total liabilities |         |                | 290,891 |  |  |  |          |                   |         |         | 372,634 | 
|                                                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|Members capital                                   |                                               |                           | 204,108                                |                   |         |                |         |  |  |  | 204,096  |                  
|Accumulated deficit                                |                                               |                           | (89,280                                | )                 |         |                |         |  |  |  | (202,235 | )                
|                                                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|                                                   |                                               |                           | Total members capital                 |                   |         | 114,828        |         |  |  |  |          |                   |         | 1,861   |        
|                                                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  
|                                                   |                                               |                           | Total liabilities and members capital |                   | $       | 405,719        |         |  |  |  |          |                   | $       | 374,495 |        
|                                                   |                                               |                           |                                        |                   |         |                |         |  |  |  |          |                  

See the notes to the condensed consolidated financial statements.

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

|                                                                             |  |                                      |         |      |  |   |         |  
|---------------------------------------------------------------------------- |  | ------------------------------------ | ------- | ---- |  | - | ------- | -
|                                                                             |  | For the Three Months Ended March 31,
|                                                                             |  |                                     
|                                                                             |  | 2003                                 |         | 2002
|                                                                             |  |                                      |         |     
|                                                                             |  | (In thousands)                      
|Net revenues                                                                 |  | $                                    | 9,979   |      |  | $ | 7,487   |  
|Operating expenses:                                                          |  |                                      |         |      |  |   |         |  
|Station operating expenses                                                   |  |                                      | 10,350  |      |  |   | 8,373   |  
|Depreciation and amortization                                                |  |                                      | 1,061   |      |  |   | 963     |  
|Corporate expenses                                                           |  |                                      | 970     |      |  |   | 817     |  
|Equity-based compensation                                                    |  |                                      | 12      |      |  |   | 66      |  
|                                                                             |  |                                      |         |      |  |   |         |  
|Operating loss                                                               |  |                                      | (2,414  | )    |  |   | (2,732  | )
|Other income (expenses):                                                     |  |                                      |         |      |  |   |         |  
|Interest income                                                              |  |                                      | 96      |      |  |   | 11      |  
|Interest expense                                                             |  |                                      | (8,384  | )    |  |   | (7,586  | )
|Other expense                                                                |  |                                      | (37     | )    |  |   | (16     | )
|                                                                             |  |                                      |         |      |  |   |         |  
|Loss from continuing operations before income taxes                          |  |                                      | (10,739 | )    |  |   | (10,323 | )
|Income tax expense, continuing operations                                    |  |                                      | (483    | )    |  |   | (28,886 | )
|                                                                             |  |                                      |         |      |  |   |         |  
|Loss from continuing operations                                              |  |                                      | (11,222 | )    |  |   | (39,209 | )
|Income from discontinued operations (including gain on disposal), net of tax |  |                                      | 124,177 |      |  |   | 1,574   |  
|                                                                             |  |                                      |         |      |  |   |         |  
|Net income (loss)                                                            |  |                                      | 112,955 |      |  |   | (37,635 | )
|                                                                             |  |                                      |         |      |  |   |         |  
|Parents contribution                                                        |  |                                      | 12      |      |  |   | 12,101  |  
|Members capital at the beginning of the period                              |  |                                      | 1,861   |      |  |   | 45,735  |  
|                                                                             |  |                                      |         |      |  |   |         |  
|Members capital at the end of the period                                    |  | $                                    | 114,828 |      |  | $ | 20,201  |  
|                                                                             |  |                                      |         |      |  |   |         |  

See the notes to the condensed consolidated financial statements.

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

|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |   |         |        |  
|------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------------------ | ----------------------------------------------------- | - | ------------------------------------ | ------- | ----- | - | ------- | ------ | -
|                                      |                                                                             |                                                              |                                                       |   | For the Three Months Ended March 31,
|                                      |                                                                             |                                                              |                                                       |   |                                     
|                                      |                                                                             |                                                              |                                                       |   | 2003                                 |         | 2002 
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |      
|                                      |                                                                             |                                                              |                                                       |   | (In thousands)                      
|Cash flows from operating activities: |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|                                      |                                                                             | Net loss from continuing operations                          |                                                       | $ | (11,222                              | )       |       | $ | (39,209 | )     
|                                      | Adjustments to reconcile net loss to net cash
used in operating activities: |                                                              |                                                       |   |                                      |         |       |   |        
|                                      |                                                                             | Depreciation and amortization                                |                                                       |   | 1,061                                |         |       |   | 963     |       
|                                      |                                                                             | Amortization of program rights                               |                                                       |   | 2,533                                |         |       |   | 2,146   |       
|                                      |                                                                             | Amortization of debt issuance costs                          |                                                       |   | 578                                  |         |       |   | 683     |       
|                                      |                                                                             | Amortization of discount on 12% senior secured notes         |                                                       |   | 194                                  |         |       |   | 2,054   |       
|                                      |                                                                             | Equity-based compensation                                    |                                                       |   | 12                                   |         |       |   | 66      |       
|                                      |                                                                             | Deferred taxes                                               |                                                       |   | 752                                  |         |       |   | 27,328  |       
|                                      | Changes in assets and liabilities:                                          |                                                              |                                                       |   |                                      |         |       |   |        
|                                      |                                                                             | Decrease in accounts receivables, net                        |                                                       |   | 784                                  |         |       |   | 452     |       
|                                      |                                                                             | (Increase) in prepaid expenses                               |                                                       |   | (540                                 | )       |       |   | (85     | )     
|                                      |                                                                             | Increase in other assets                                     |                                                       |   | (543                                 | )       |       |   | (455    | )     
|                                      |                                                                             | Increase (decrease) in accounts payable                      |                                                       |   | (1,774                               | )       |       |   | 452     |       
|                                      |                                                                             | Increase (decrease) in accrued liabilities                   |                                                       |   | (7,607                               | )       |       |   | 2,497   |       
|                                      |                                                                             | Decrease in due to affiliates                                |                                                       |   |                                     |         |       |   | (1      | )     
|                                      |                                                                             | Increase in current taxes payable                            |                                                       |   | 2,166                                |         |       |   |        |       
|                                      |                                                                             | Payments
of programming rights payable                       |                                                       |   | (2,642                               | )       |       |   | (2,265  | )     
|                                      |                                                                             | Decrease in other liabilities                                |                                                       |   | (42                                  | )       |       |   | (75     | )     
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|                                      |                                                                             |                                                              | Net cash used in operating activities                 |   |                                      | (16,290 | )     |   |         | (5,449 | )
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|Cash flows from investing activities: |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|                                      |                                                                             | Purchase of property and equipment                           |                                                       |   | (984                                 | )       |       |   | (4,142  | )     
|                                      |                                                                             | Purchases of and deposits for station interests              |                                                       |   | (11                                  | )       |       |   | (238    | )     
|                                      |                                                                             | Contribution from Parent                                     |                                                       |   |                                     |         |       |   | 11,986  |       
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|                                      |                                                                             |                                                              | Net cash provided by (used in) investing activities   |   |                                      | (995    | )     |   |         | 7,606  |  
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|Cash flows from financing activities: |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|                                      |                                                                             | Increase in revolving credit facility                        |                                                       |   | 1,429                                |         |       |   |        |       
|                                      |                                                                             | Payments on revolving credit facility                        |                                                       |   | (20,218                              | )       |       |   | (780    | )     
|                                      |                                                                             | Repurchase of Senior Discount Notes                          |                                                       |   | (6,200                               | )       |       |   |        |       
|                                      |                                                                             | Cash restricted as collateral under capital lease facilities |                                                       |   | 4                                    |         |       |   | (1,134  | )     
|                                      |                                                                             | Proceeds from capital lease facilities                       |                                                       |   |                                     |         |       |   | 3,274   |       
|                                      |                                                                             | Payments on capital lease obligations                        |                                                       |   | (933                                 | )       |       |   | (967    | )     
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|                                      |                                                                             |                                                              | Net cash provided by (used in) financing activities   |   |                                      | (25,918 | )     |   |         | 393    |  
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|Increase (decrease) in cash           |                                                                             |                                                              | (43,203                                               | ) |                                      |         | 2,550 |  
|Cash from discontinued operations     |                                                                             |                                                              | 271,791                                               |   |                                      |         | 5,071 |  
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|                                      |                                                                             | Net increase in cash                                         |                                                       |   | 228,588                              |         |       |   | 7,621   |       
|                                      |                                                                             | Cash at beginning of period                                  |                                                       |   | 1,808                                |         |       |   | 4,280   |       
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|                                      |                                                                             | Cash at end of period                                        |                                                       | $ | 230,396                              |         |       | $ | 11,901  |       
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|Cash payments for:                    |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|                                      |                                                                             |                                                              | Interest                                              |   | $                                    | 14,931  |       |   | $       | 288    |  
|                                      |                                                                             |                                                              | Taxes                                                 |   | $                                    | 55      |       |   | $       | 58     |  
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|Non-cash transactions:                |                                                                             |                                                              |                                                       |   |                                      |         |       |  
|                                      |                                                                             |                                                              | Program rights in exchange for program rights payable |   | $                                    | 390     |       |   | $       | 5,845  |  
|                                      |                                                                             |                                                              |                                                       |   |                                      |         |       |  

See the notes to the condensed consolidated financial statements.

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ACME Intermediate Holdings, LLC and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the three months ended March 31, 2003 and March 31, 2002

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

On
December 31, 2002, the Company acquired WBUW-TV, which serves
the Madison, Wisconsin marketplace, and the Companys operating
results for the three months ended March 31, 2003 include the
results of WBUW.

On
March 21, 2003, the Company completed the sale of our stations in St. Louis
(KPLR-TV) and Portland, OR (KWBP-TV) to subsidiaries of Tribune Company (the
Tribune Transaction). The results of these stations are included in
discontinued operations for all periods presented.

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 nine commercially licensed broadcast television stations located
throughout the United States:

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|                                                                       |  |         |    |             |  |                                         |  |             |    |         |  |    
|---------------------------------------------------------------------- |  | ------- | -- | ----------- |  | --------------------------------------- |  | ----------- | -- | ------- |  | ---
|                                                                       |  |         |    |             |  |                                         |  | Market      |    | Network
|Station                                                                |  | Channel |    | Marketplace |  | Rank*                                   |  | Affiliation
|                                                                       |  |         |    |             |  |                                         |  |            
|KUWB                                                                   |  |         | 30 |             |  | Salt Lake City, Utah                    |  |             | 36 |         |  | WB 
|KWBQ                                                                   |  |         | 19 |             |  | Albuquerque-Santa Fe, New Mexico        |  |             | 49 |         |  | WB 
|KASY                                                                   |  |         | 50 |             |  | Albuquerque-Santa Fe, New Mexico        |  |             | 49 |         |  | UPN
|WBDT                                                                   |  |         | 26 |             |  | Dayton, Ohio                            |  |             | 58 |         |  | WB 
|WBXX                                                                   |  |         | 20 |             |  | Knoxville,Tennessee                     |  |             | 63 |         |  | WB 
|WIWB                                                                   |  |         | 14 |             |  | Green Bay-Appleton, Wisconsin           |  |             | 69 |         |  | WB 
|WTVK                                                                   |  |         | 46 |             |  | Ft. Myers-Naples, Florida               |  |             | 70 |         |  | WB 
|WBUI                                                                   |  |         | 23 |             |  | Champaign-Springfield-Decatur, Illinois |  |             | 82 |         |  | WB 
|WBUW                                                                   |  |         | 57 |             |  | Madison,Wisconsin                       |  |             | 86 |         |  | WB 
|                                                                      
|* based on television
households as measured by Nielsen Media Research

The Company also owns the rights to acquire construction permits to build
three new WB Network affiliates in Lexington, KY, Richmond, VA and
Flint-Saginaw-Bay Cities, MI. The Company also has the right to acquire a
construction permit in Portland, OR. The acquisition of these construction
permits is dependent on the Federal Communications Commission approving the
underlying applications. If the Portland, OR application is granted, the
Company will sell it due to a non-compete arrangement contained in our Tribune
Transaction agreements. The aggregate purchase price for these four
construction permits is approximately $18.4 million.

(2) Presentation of Interim Financial Statements

Unless the context requires otherwise, references to the Company refer to
ACME Intermediate Holdings, LLC and its wholly owned subsidiaries. Segment
information is not presented because all of the Companys revenues are
attributed to a single reportable segment  television broadcasting.

The accompanying consolidated financial statements for the three months
ended March 31, 2003 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 the opinion of management, 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, 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 Companys Annual Report on Form 10-K filed with the SEC on
April 15, 2003. 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, 2003.

Certain amounts previously reported in 2002 have been reclassified to
conform to the 2003 financial statement presentation.

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

The Company 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, the Company no longer amortizes goodwill
or intangible assets.

Prior to January 1, 2002, the Company recorded deferred tax liabilities
relating to the difference in the book basis and tax basis of goodwill and
intangibles. The future 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 by the Company. 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

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tax assets. Accordingly, the Company recorded a one-time, non-cash charge
totaling $29.2 million to deferred income tax expense in the quarter ended
March 31, 2002 to establish a valuation allowance against its deferred tax
assets.

(4) Revolving Credit Facility

On
March 21, 2003 the Company completed the Tribune Transaction and
concurrently repaid all outstanding borrowings under its revolving
credit agreement. The Company and its current revolving credit
lenders are negotiating an amendment to the agreement that would,
among other changes, extend the term of the facility. Until such an
amendment is negotiated, there are no further borrowings available
under the facility. The Company expects the facility to be amended
during the second quarter of 2003. It also expects that the amended
agreement will continue to contain financial covenants and negative
covenants, which, among other restrictions, will require the
lenders approval for certain station acquisitions and
dispositions. At March 31, 2003 there were no borrowings under
the facility, and the Company was in compliance with all covenants.

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.

(5) Senior Discount and Senior Secured Notes

On March 21, 2003, the Company issued redemption notices to all of the
holders of its $175 million 10 7/8% Senior Discount Notes and its $71.634
million 12% Senior Secured Notes notifying such holders that it was redeeming all
of the Senior Discount Notes and $41.634 million of the Senior Secured Notes on
April 21, 2003. In accordance with the redemption notice, the notes were
redeemed at a total cost $217.6 million, including redemption premiums and
accrued interest from March 31, 2003 to the redemption date, and net of
approximately $6.8 million of Senior Discount Notes purchased in
the open market through March 31,
2003.

(6) Discontinued Operations

Income
from discontinued operations is comprised of the following:

|                                                  |                                     |      |                              |         |  |   |        |       | 
|------------------------------------------------- | ----------------------------------- | ---- | ---------------------------- | ------- |  | - | ------ | ----- | 
|                                                  |                                     |      | Three Months Ended March 31,
|                                                  |                                     |      |                             
|                                                  |                                     | 2003 |                              | 2002   
|                                                  |                                     |      |                              |        
|                                                  |                                     |      | (Amounts in
thousands)      
|                                                  |                                     |      |                              |        
|Income from operations of discontinued operations |                                     | $    | 1,466                        |         |  | $ | 2,623  |      
|Gain on disposal of discontinued operations       |                                     |      | 125,052                      |         |  |   |       |      
|Income tax expense                                |                                     |      | (2,341                       | )       |  |   | (1,049 | )    
|                                                  |                                     |      |                              |         |  |   |        |      
|                                                  | Income from discontinued operations |      | $                            | 124,177 |  |   | $      | 1,574 | 
|                                                  |                                     |      |                              |         |  |   |        |      

(7) Accounting for Stock Options

ACME Parent has adopted Statement of Financial Accounting Standards No.
123 (SFAS No. 123), Accounting for Stock-Based Compensation, which
establishes a fair value based method of accounting for stock-based
compensation. SFAS No. 123 encourages but does not require entities to adopt
its provisions in place of the provisions of Accounting Principles Board
Opinion No. 25 (APB No. 25), Accounting
for Stock Issued to Employees. The expense is, under SFAS
No. 123,  calculated based on the
fair value at the date of grant. Alternatively, APB No. 25 requires that the
expense of stock-based employee compensation be recognized based on the
difference, if any, between the quoted market price of the stock and the amount
the employee must pay to acquire the stock. APB No. 25 specifies various dates
to be used to determine the quoted market price, depending on whether the terms
of the stock-based compensation award are fixed or variable. Under SFAS No. 123
if an entity elects to follow APB No.

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25 it must provide pro forma net income disclosure for employee stock
option grants made, as if the fair-value-based method defined in SFAS No. 123
had been applied. The Company has elected to apply the provisions of APB No.
25. Had the Company chosen to adopt the provisions of Statement of Financial
Accounting Standards No. 123, as amended by SFAS No. 148  Accounting for
Stock-Based Compensation  Transition and Disclosure, and recognized
compensation cost based upon the fair value of all options granted (including
those granted at or above fair market value) at the date of grant, the
Companys net income (loss) for the three months ended March 31, 2003 and
2002 would have been:

|                                                                                                       |  |      |                            |      |  |   |         |  
|------------------------------------------------------------------------------------------------------ |  | ---- | -------------------------- | ---- |  | - | ------- | -
|Amounts in thousands                                                                                   |  | 2003 |                            | 2002
|                                                                                                       |  |      |                            |     
|                                                                                                       |  |      | (unaudited  in
thousands)
|                                                                                                       |  |      |                            |      |  |   |        
|Net income (loss), as reported                                                                         |  | $    | 112,955                    |      |  | $ | (37,635 | )
|Add: Stock-based employee compensation expense
included in reported net income (loss)                  |  |      | 12                         |      |  |   | 66      |  
|Deduct: Total stock-based compensation expense determined
under fair-value based method for all awards |  |      | (2,010                     | )    |  |   | (2,153  | )
|                                                                                                       |  |      |                            |      |  |   |        
|Pro forma net income (loss)                                                                            |  | $    | 110,957                    |      |  | $ | (39,722 | )
|                                                                                                       |  |      |                            |      |  |   |         |  




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 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 15,
2003.

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 the Companys
consolidated financial statements and related notes included elsewhere in this
report on Form 10-Q.

Overview

On December 27, 2002, we announced that we had entered into agreements to
sell two of our stations, KPLR-TV serving the St. Louis marketplace and
KWBP-TV, serving the Portland, Oregon marketplace, to subsidiaries of Tribune
Company for an aggregate, all-cash, consideration of $275 million plus a
payment for the closing-date working capital (subject to adjustment
and to be made by July 2003) of the St.
Louis Station (the Tribune Transaction). We completed these transactions on
March 21, 2003. The results relating to these two stations have been accounted
for as discontinued operations in accordance with generally accepted accounting
principles (GAAP).

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Our nine continuing television stations are regionally diverse and range
in size (based on television households) from the 36th through the 83rd largest
markets in the nation. All but one of our stations are affiliates of The WB
Television Network. Our second station in the Albuquerque  Santa Fe
marketplace is a UPN affiliate.

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 and sports rights
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 Network, UPN or from other program suppliers.

Results of Operations

Quarter ended March 31, 2003 vs. March 31, 2002

Net revenues increased 33% to $10.0 million for the first quarter of 2003
compared to $7.5 million for the same period a year ago. This increase reflects
our increased share of market revenues driven by ratings increases over the
past year. On a same station basis, i.e. excluding the results of our
Madison station which was acquired in the fourth quarter for 2002, our first
quarter 2003 net revenue increased 29% over the first quarter of
2002. Barter revenue was 12% of net revenue for the first quarter of
2003 compared to 13% of net revenue for the first quarter of 2002,
decreasing as a percentage of revenue due to less barter commercial inventory on our program schedule
in 2003.

Station operating expenses increased 24% to $10.4 million for first three
months of 2003 compared to $8.4 million for the same period a year ago. On a
same-station basis, our station operating expenses increased 19%. This
increase reflects our continued investment in programming, staffing and sales
related costs.

Depreciation and amortization increased 10% to $1.1 million in the first
quarter of 2003 compared to $963,000 in the same period a year ago reflecting
higher depreciation expense on significant additions to property and equipment
placed into service during 2002.

Corporate
expenses increased 19% to $970,000 for the first quarter of
2003 as compared to $817,000 for the same period a year ago due primarily to a
increases in professional fees and insurance costs.

Equity-based compensation was $12,000 in the first quarter of 2003
compared to $66,000 for the first quarter of 2002. This expense relates to
stock options issued by ACME Parent upon the conversion of our long-term
incentive plan awards during ACME Parents IPO in September 1999. These
options were issued at a price below market value at the date of grant and
therefore generate compensation expense over the vesting period of the option.
The decrease in expense in the first quarter of 2003 was due to several
optionees having their options become fully vested in the second half of 2002.

Interest expense increased to $8.4 million in the first quarter of 2003
compared to $7.6 million in the first quarter of 2002. This increase is
primarily due to the increased interest expense on the higher accreted
principal balance for

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our 12% Senior Secured Notes, increased interest on our higher outstanding
balances under our senior credit facility and the premiums and accelerated
amortization of prepaid financing costs associated with the retirement of
approximately $6.2 million of our 10 7/8% Senior Discount Notes that we repurchased via open market
transactions during March 2003. In connection with our Tribune
Transaction, on March 21, 2003 we repaid all of our outstanding
borrowings on our revolving credit agreement and on April 21, 2003,
we redeemed all of our 10 7/8% Senior Discount Notes and
$41.634 million of our 12% Senior Secured Notes. Accordingly,
interest expense will be significantly reduced in future periods.

The Company recorded a tax expense of $483,000 during the first quarter
of 2003 compared to a tax expense of $28.9 million in the corresponding quarter
of 2002. The tax expense for 2003 relates to the estimated effective tax rate
for 2003 (including the increase in deferred tax liability relating to
intangible assets, partially offset by a tax benefit relating to the loss from
operations). The tax expense in 2002 was due to the implementation of SFAS No.
142 on January 1, 2002. Prior to January 1, 2002, the Company 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 by the Company. 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, during the quarter ended March 31, 2002 the Company recorded charge totaling $29.2 million to deferred
income tax expense to establish a valuation allowance against its deferred tax
assets.

Income from discontinued operations, net of tax, during the first quarter
of 2003 was $124.2 million which is comprised of income from operations of
discontinued operations of $1.5 million from January 1, 2003 through the date
of the sale, a gain on disposal of $125.1 million and a tax expense of $2.3
million Income from discontinued operations for the first quarter of 2002 was
$1.6 million, net of tax expense of $1.0 million.

The Companys net
income for the first quarter was $113.0 million compared
to a net loss for the first quarter of 2002 of $38.0 million.
This $151.0
million increase in the Companys net income is primarily attributable to the
gain on the sale of discontinued operations in 2003 and the one-time tax charge
of $29.2 million incurred due to the adoption of SFAS No. 142 in 2002.

Liquidity and Capital Resources

Cash flow used by operating activities was $16.3 million for the three
months ended March 31, 2003 compared to cash flow used by operating activities
of $5.4 million for the first three months of 2002. This decrease in cash flow
of $10.8 million relates primarily increased interest paid on our Senior
Discount and Senior Secured Notes (our semi-annual payment due March 31, 2002,
a Sunday, was paid on April 1, 2002) of $13.8 million, net of cash generated
from improved operating results in the first quarter of 2003 compared to a year
earlier.

Cash
flow used in investing activities during the first three months
of 2003 was $995,000 compared to $7.6 million provided by
investment activities during the first three
months of 2002. The Company received a $12.0 million contribution
from ACME Parent in the first quarter of 2002 and no contributions to
the Company were made in 2003. Also, the Company completed substantially all of its
digital upgrades in 2002 and therefore spent considerably less on capital expenditures
in the 2003 period.

Cash
flow used in financing activities was $25.9 million for the first
three months of 2003 compared to $393,000 provided by financing activities in
2002. During March 2003, the Company repaid all of its revolving credit
facility upon the closing of the Tribune Transaction and also purchased
approximately $6.2 million, excluding premium and accrued interest, of its TV
Notes in open market transactions.

Cash provided by discontinued operations during the first quarter of 2003
was $271.8 million, primarily representing the cash proceeds from our Tribune
Transaction. Cash provided by discontinued operations during the first quarter
of 2002 was $5.1 million.

The
proceeds from the Tribune Transaction were used to substantially
reduce Company debt. On March 21, 2003, the day we closed the Tribune
Transaction, we repaid all borrowings under our revolving credit facility and
issued redemption notices for all of our $175 million Television Notes at the
call price of 102.72 and issued a partial redemption notice for $41.634 million
of our $71.634 million Intermediate Notes at the call price of 103.00. We
completed this redemption on April 21, 2003. We are currently engaged in
negotiations to amend our revolving

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credit agreement but until that agreement is amended, no borrowings are
available under the facility. The Company is also in discussions with several
lenders to procure capital lease facilities to finance future capital
expenditures. The Company hopes to amend its revolving credit agreement and
secure new capital lease facilities during the second quarter of 2003.

The Company expects that any future acquisitions and (related capital
expenditures) of television stations, including any of the four construction
permits, would be financed through an amended revolving credit facility and
expected new capital lease facilities or, if necessary, through additional debt
and equity financings. Although we believe it would be a secondary
alternative, we also have the ability to sell select stations in the event of
unforeseen credit difficulties, such as might be experienced if there were
further declines in the U.S. economy or in advertising demand. There is no
guarantee that such other means of raising capital will be at terms acceptable
to the Company, and accordingly current stockholders could be adversely
affected by such financings. Funding for operating losses, existing lease
repayments and current projected capital expenditures is expected to be made
from current cash on hand.

Critical Accounting Policies and Estimates

The Companys discussion and analysis of its financial condition and
results of operations are based upon its 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. The Company bases its
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. The Company
believes the following critical accounting policies affect its more significant
judgments and estimates used in the preparation of its consolidated financial
statements.

Programming Rights

The Companys programming rights are stated, on a gross basis, at the
lower of amortized cost or estimated realizable value. The Company evaluates
estimated realizable value of programming rights based on current usage and
revenue performance and projected future revenue and usage of such programs.
Changes in the Companys programming schedule could impact the estimated
realizable value of programming. In addition, estimates of future revenue
performance relate to the number of advertising spots which will be sold by the
Company and the amount generated from such sales. A decrease in the number of
spots sold or the amount for such sales could also impact the Companys
estimated realizable value. There were no write downs recorded by the Company
for either the three months ended March 31, 2003 or March 31, 2002.

Impairment of Long-Lived Asset Values

The carrying values of our long-lived assets are reviewed for impairment
based upon estimated future undiscounted cash flows of the stations. During the
year ended December 31, 2002 and the three months ended March 31, 2003, the
Company has 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.

Revenue Recognition

The Company records revenue from the sale of airtime related to
advertising and contracted time at the time of broadcast. The Company maintains
allowances for doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments. The Company utilizes
information available to it, 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

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payments, additional allowances may be required. The Company does not have a
significant concentration of accounts receivable from any single customer or
industry segment.

Accounting for Goodwill and Other Intangible Assets

In June 2001, the Financial Accounting Standards Board (the FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No.
141 requires that the purchase method of accounting be used for all business
combinations completed or initiated after June 30, 2001 SFAS No. 141 also
specifies criteria that must be met before intangible assets acquired in a
purchase method business combination can be recognized and reported apart from
goodwill, noting that any purchase price allocable to an assembled workforce
may not be accounted for separately. SFAS No. 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead, tested for impairment (at least annually) in accordance with the
provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets
with definite useful lives be amortized over their respective estimated useful
lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS No. 121, Accounting for the Impairment of Long Lived
Assets and for Long Lived Assets to Be Disposed Of.

The Company determined that its fair value exceeded its carrying value as
of January 1, 2002, December 31, 2002 (its annual impairment testing date) and
March 31, 2003, and, accordingly, no impairment was recorded during 2002 or
during the three months ended March 31, 2003. In addition, as prescribed by
SFAS No. 142, the Company is no longer amortizing goodwill effective January 1,
2002.

In connection with the adoption with Statement 142, the Company
determined that its intangible assets have an indefinite life. Accordingly, the
Company tested these intangible assets in accordance with the provisions of
Statement 142 and no longer amortizes these intangibles effective January 1,
2002. The Company also determined that the fair value of its intangible assets
exceeded their carrying values as of January 1, 2002, December 31, 2002 and
March 31, 2003, and, accordingly, there was no impairment.

Impact of Recent Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections(SFAS 145). SFAS 145 rescinds SFAS 4, which required all gains
and losses from extinguishment of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. Upon
adoption of SFAS 145, we will be required to apply the criteria in APB Opinion
No. 30, Reporting the Results of Operations  Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions(Opinion No. 30), in determining the
classification of gains and losses resulting from the extinguishment of debt.
Additionally, SFAS 145 amends SFAS 13 to require that certain lease
modifications that have economic effects similar to sale-leaseback transactions
be accounted for in the same manner as sale-leaseback transactions. SFAS 145
will be effective for fiscal years beginning after May 15, 2002 with early
adoption of the provisions related to the rescission of SFAS 4 encouraged. Upon
adoption, companies must reclassify prior period items that do not meet the
extraordinary item

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classification criteria in Opinion No. 30. This will impact the Companys
accounting for extinguishment of debt which occurred on April 21, 2003. The Company does not expect such extinguishment to be
reported as extraordinary.

In February 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities(FIN 46), which addresses the consolidation by
business enterprises of variable interest entities, which have one or both of
the following characteristics: (1) the equity investment at risk is not
sufficient to permit the entity to finance its activities without additional
financial support from other parties, or (2) the equity investors lack one or
more of the following essential characteristics of a controlling financial
interest: (a) the direct or indirect ability to make decisions about the
entitys activities through voting or similar rights, (b) the obligation to
absorb the expected losses of the entity if they occur, or (c) the right to
receive the expected residual returns of the entity if they occur. FIN 46 will
have a significant effect on existing practice because it requires existing
variable interest entities to be consolidated if those entities do not
effectively disburse risks among parties involved. In addition, FIN 46 contains
detailed disclosure requirements. FIN 46 applies immediately to variable
interest entities created after January 31, 2003, and to variable interest
entities in which an enterprise obtains an interest after that date. It applies
in the first fiscal year or interim period beginning after June 15, 2003, to
variable interest entities in which an enterprise holds a variable interest
that it acquired before February 1, 2003. This Interpretation may be applied
prospectively with a cumulative-effect adjustment as of the date on which it is
first applied or by restating previously issued financial statements for one or
more years with a cumulative-effect adjustment as of the beginning of the first
year restated. The Company expects that the adoption of FIN 46 will not have
an impact on the Companys consolidated financial statements.




Item 3.Quantitative and Qualitative Disclosures About Market Risk

The Companys credit facility has a variable interest rate. Accordingly,
the Companys interest expense could be materially affected by future
fluctuations in the applicable interest rate. At March 31, 2003, the Company
had no borrowings 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. On
April 21, 2003, the Company redeemed all of its Senior Discount Notes and $41.6
million of its Senior Secured Discount Notes. The fair value of the $30
million in Senior Secured Discount Notes uncalled as of March 31, 2003 was
$30.9 million. The book value of such notes at March 31, 2003
was $29.0
million.




Item 4.Controls and
Procedures

Within
the 90 days prior to the date of filing this report, the
Companys management, including the Chief Executive Officer,
President and Executive Vice President/Chief Financial Officer,
carried out an evaluation of the effectiveness of the design and
operation of the Companys disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that
evaluation, the Companys Chief Executive Officer, President and
Executive Vice President/Chief Financial Officer concluded that the
Companys disclosure controls and procedures are effective in
timely alerting them to material information required to be included
in the Companys periodic SEC filings. There have been no
significant changes in the Companys internal controls or in
other factors which could significantly affect internal controls
subsequent to the date the Companys management carried out its
evaluation.




PART II  OTHER INFORMATION




Item 6.Exhibits and Reports on Form 8-K.



| | (a) |  | Exhibits.          
| | --- |  | -------------------
|
| |     |  | 99.1               
|
|
| | (b) |  | Reports on Form 8-K

The Company filed three reports on Form 8-K with the Securities and
Exchange Commission during the three months ended March 31, 2003:

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February 14, 2003  Pursuant to Item 5, regarding Companys fourth quarter
and full-year 2002 operating results.

March 5, 2003  Pursuant to Item 5, regarding Companys tender offers to
repurchase its 10 7/8% Senior Discount Notes and 12% Senior Secured Notes.

March 21, 2003  Pursuant to Item 5, regarding Companys consummation of
the sale of its stations in St. Louis and Portland, Oregon and its concurrent
notice of redemption of all of its 10 7/8% Senior Discount Notes and $41.634
million of its 12% Senior Secured Notes.

15



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##### Table of Contents






SIGNATURES

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

|                   |  |                                 |  |                                                                                                  
|------------------ |  | ------------------------------- |  | -------------------------------------------------------------------------------------------------
|                   |  | ACME Intermediate Holdings, LLC
|                   |  |                                 |  |                                                                                                  
|Date: May 15, 2003 |  | By:                             |  | /s/ Thomas D. Allen

Thomas D. AllenExecutive Vice President / CFO
(Principal accounting officer)

16



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##### Table of Contents






I, Jamie Kellner, certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q of ACME
Intermediate Holdings, LLC;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors:



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

|                                                  | 
|------------------------------------------------- | 
|/s/   Jamie Kellner                               | 
|                                                  | 
|Chief Executive Officer and Chairman of the Board | 

17



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##### Table of Contents



I, Thomas Allen, certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q of ACME
Intermediate Holdings, LLC;

2.     Based
on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors:



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

|                                                     | 
|---------------------------------------------------- | 
|/s/   Thomas D. Allen                                | 
|                                                     | 
|Executive Vice President and Chief Financial Officer | 

18



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##### Table of Contents



EXHIBIT INDEX

| |  | Exhibit |  |  | Description                                                                                                                                                                   
| |  | ------- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |         |  |  |                                                                                                                                                                               
| |  | 99.1    |  |  | Certification of Chief Executive
Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.