<PAGE>   1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-Q/AA

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACTS OF 1934 

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

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998
                            COMMISSION FILE NUMBERS:

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

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

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

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

<TABLE>
<S>                                    <C>                                     <C>
              Delaware                 ACME Television, LLC                       52-2050588
              Delaware                 ACME Intermediate Holdings, LLC            52-2050589
   (State or other jurisdiction of                                             (I.R.S. Employer
    incorporation or organization)                                             Identification No.)
</TABLE>

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

      2101 E. Fourth Street, Suite 202
             Santa Ana, California                                      92705
  (Address of principal executive offices)                            (Zip Code)

        Registrants' telephone number, including area code: 714-245-9499

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

           Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                        NAME OF EACH EXCHANGE ON
        TITLE OF EACH CLASS                                WHICH REGISTERED
---------------------------------                       ------------------------
<S>                                                     <C>
              None                                               None 
</TABLE>

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) have been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

100% of the membership units of ACME TELEVISION, LLC are owned directly or
indirectly by ACME INTERMEDIATE HOLDINGS, LLC. 92% of the membership units of
ACME INTERMEDIATE HOLDINGS, LLC are owned by ACME Television Holdings, LLC. Such
membership units are not publicly traded and have no quantifiable market value.

Indicate the number of membership units outstanding of each of ACME Television,
LLC's classes of equity as of the latest practicable date: At November 13, 1998,
there were outstanding 200 membership units, without par value.

Indicate the number of membership units outstanding of each of ACME Intermediate
Holdings, LLC's classes of equity, as of the latest practicable date: At
November 13, 1998, there were 895,425 membership units without par value.

================================================================================

<PAGE>   2

                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC

                                  FORM 10-Q/AA



                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
ITEM NUMBER
                                                                                               Page
<S>         <C>                                                                                <C>
PART I - FINANCIAL STATEMENTS

Item 1.     FINANCIAL STATEMENTS

            Introductory Comments                                                                3

            ACME INTERMEDIATE HOLDINGS, LLC and ACME TELEVISION, LLC and
               Subsidiaries

                  Consolidated Balance Sheets as of December 31, 1997 and
                    September 30, 1998                                                           4

                  Consolidated Statements of Operations and Members' Capital
                    for the Three Months Ended September 30, 1998 and
                    September 30, 1997                                                           5

                  Consolidated Statements of Operations and Member' Capital for
                    the Nine Months Ended September 30, 1998 and September
                    30, 1997                                                                     6

                  Consolidated Statements of Cash Flows for the Nine Months
                    Ended September 30, 1998 and September 30, 1997                              7

                  Notes to Consolidated Financial Statements                                     9

Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS                                                               12

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                          16

PART II - OTHER INFORMATION

SIGNATURES                                                                                      17
</TABLE>



                                       2
<PAGE>   3

                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC

This document contains forward-looking statements. In addition, when used in
this document, the words "intends to", "believes", "anticipates", "expects" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to a number of risks and uncertainties. Actual results in
the future could differ materially and adversely from those described in the
forward-looking statements. Differences could come about as a result of various
important factors including but not limited to: the impact of changes in
national and regional economies, successful integration of acquired television
stations, completion of pending acquisitions, pricing fluctuations in local and
national advertising, implementation of Year 2000 compliance measures, and
volatility in programming costs. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking statements
that may be made to reflect any future events or circumstances.

Certain Definitions and Market and Industry Data

Unless otherwise indicated, information set forth herein as to designated market
area, rank demographic statistics, station audience and revenue share and number
of commercial broadcasters is as currently reported by BIA Publications, Inc. or
by A.C. Nielsen Company. Set forth below are certain terms commonly used in the
broadcast television industry that are used throughout this report. Unless the
context otherwise requires, such terms shall have the respective meanings set
forth below.

DMA .......................Designated Market Area. There are 211 DMAs in the 
                           United States with each county in the continental
                           United States assigned uniquely to one DMA. Ranking
                           of DMAs is based upon Nielsen Media Research
                           estimates of the number of television households.

LMA........................Local marketing agreement, time brokerage agreement 
                           or licensee pursuant to which the broadcaster
                           provides similar arrangement between a broadcaster
                           and a station programming to, sells advertising time
                           for and funds operating expenses for the applicable
                           station, manages certain station activities, and
                           retains the advertising revenues of such station, in
                           exchange for fees paid to the licensee.

Syndicated programming ....Programming purchased from production studios to be 
                           broadcast during non-network time periods. Syndicated
                           programming includes both original programming and
                           previously broadcast programming.


                                     PART 1

ITEM 1.  FINANCIAL STATEMENTS

Important Explanatory Note

This integrated Form 10-Q is filed pursuant to the Securities Exchange Act of
1934, as amended, for each of ACME Intermediate Holdings, LLC ("ACME
Intermediate") and its subsidiary, ACME Television, LLC ("ACME Television").
Separate financial information has been provided for each entity and, where
appropriate, separate disclosure. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to such rules and
regulations. It is suggested that these Consolidated Financial Statements be
read in conjunction with the financial information set forth in the Annual
Reports on Form 10-K of each of ACME Intermediate Holdings, LLC and ACME
Television, LLC for the fiscal year ended December 31, 1997.

Unless the context requires otherwise, references to the "Company" refers to
both ACME Intermediate and ACME Television.


                                       3
<PAGE>   4

                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC

                           Consolidated Balance Sheets

                           (Unaudited - In thousands)



<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1997                  SEPTEMBER 30, 1998
                                                              ----------------------------       ------------------------------
                                                                                  ACME                                ACME
                                                                 ACME         INTERMEDIATE          ACME           INTERMEDIATE
                         ASSETS                               TELEVISION        HOLDINGS         TELEVISION          HOLDINGS
                                                              ----------      ------------       ----------        ------------
<S>                                                           <C>             <C>                <C>               <C>      
Current assets:
    Cash and cash equivalents                                 $   8,820         $   8,820         $   1,288         $   1,288
    Accounts receivable, net                                        699               677             8,812             8,812
    Due from affiliates                                             162                54               132                39
    Current portion of program broadcast rights                     614               614             4,416             4,416
    Prepaid expenses and other assets                             3,032             3,060               823               823
    Deferred income taxes                                            --                --               342               342
                                                              ---------         ---------         ---------         ---------

                Total current assets                             13,327            13,225            15,813            15,720

Property and equipment, net                                       7,346             7,346            13,131            13,131
Program broadcast rights, less current
    portion                                                         587               587            10,322            10,322
Intangible assets, net                                           36,004            36,004           230,574           230,574
Investment in affiliates                                             --                --             5,766             5,766
Deposits                                                        143,000           143,000               163               163
Other assets                                                     17,418            19,010            10,624            12,223
                                                              ---------         ---------         ---------         ---------

                                                              $ 217,682         $ 219,172         $ 286,393         $ 287,899
                                                              =========         =========         =========         =========


            LIABILITIES AND MEMBERS' CAPITAL

Current liabilities:
    Accounts payable                                          $   3,361         $   3,363         $   2,669         $   2,669
    Accrued expenses                                                651               651             6,363             6,363
    Notes payable to banks                                           --                --             8,000             8,000
    Current portion of program rights payable                       653               653             6,825             6,825
    Current portion of obligations under lease                      292               292               819               819
    Other current liabilities                                        --                --                --                28
                                                              ---------         ---------         ---------         ---------

                Total current liabilities                         4,957             4,959            24,676            24,704

Program broadcast rights payable, net of
    current portion                                               1,351             1,351             8,204             8,204
Obligations under lease, net of current
    portion                                                         443               443             2,457             2,457
Deferred taxes                                                       --                --            33,140            33,140
Other liabilities                                                    --                --             1,654             1,654
Senior discount notes                                           130,833           130,833           141,598           141,598
Senior secured notes                                                 --            36,863                --            40,668
                                                              ---------         ---------         ---------         ---------

                Total liabilities                               137,584           174,449           211,729           252,425
                                                              ---------         ---------         ---------         ---------

Members' deficit                                                 85,516            51,357            92,561            58,400
Accumulated deficit                                              (5,418)           (6,634)          (17,897)          (22,926)
                                                              ---------         ---------         ---------         ---------

                Total members' capital                           80,098            44,723            74,664            35,474
                                                              ---------         ---------         ---------         ---------

                Total liabilities and members' capital        $ 217,682         $ 219,172         $ 286,393         $ 287,899
                                                              =========         =========         =========         =========
</TABLE>

See accompanying notes to consolidated financial statements.



                                       4
<PAGE>   5

                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC

           Consolidated Statements of Operations and Members' Capital

                           (Unaudited - In thousands)


<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED SEPTEMBER 30
                                                        --------------------------------------------------------------
                                                                   1997                              1998
                                                        ----------------------------      ----------------------------
                                                                            ACME                              ACME
                                                           ACME         INTERMEDIATE         ACME         INTERMEDIATE
                                                        TELEVISION        HOLDINGS        TELEVISION        HOLDINGS
                                                        ----------      ------------      ----------      ------------
<S>                                                     <C>             <C>               <C>             <C>     
Broadcast revenues                                       $    759         $    759         $ 11,805         $ 11,805

Operating expenses:
    Programming                                               439              439            4,610            4,610
    Selling, general and administrative                     1,291            1,291            5,234            5,234
    LMA fees                                                   --               --               --               -- 
    Depreciation and amortization                             385              385            3,534            3,534
                                                         --------         --------         --------         --------

                Operating expenses                          2,115            2,115           13,378           13,378

                Operating loss                             (1,356)          (1,356)          (1,573)          (1,573)

Interest income                                                (3)              (3)              20               20
Interest expense                                             (112)            (112)          (4,102)          (5,404)
Gain on sale of asset                                          --               --            1,112            1,112
                                                         --------         --------         --------         --------

                Loss before taxes                          (1,471)          (1,471)          (4,543)          (5,845)

Income tax benefit                                             --               --              402              402
                                                         --------         --------         --------         --------

                Net loss                                   (1,471)          (1,471)          (4,141)          (5,443)

Parent's contribution                                      59,852           21,537               --               -- 

Unit offering                                                  --            4,162               --               -- 

Members' capital (deficit) at beginning of period          23,897           23,897           78,805           40,917
                                                         --------         --------         --------         --------

Members' capital at end of period                        $ 82,278         $ 48,125         $ 74,664         $ 35,474
                                                         ========         ========         ========         ========
</TABLE>


See accompanying notes to consolidated financial statements.



                                       5
<PAGE>   6

                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC

           Consolidated Statements of Operations and Members' Capital

                           (Unaudited - In thousands)


<TABLE>
<CAPTION>
                                                              NINE MONTHS ENDED SEPTEMBER 30
                                              --------------------------------------------------------------
                                                         1997                              1998
                                              ----------------------------      ----------------------------
                                                                  ACME                              ACME
                                                 ACME         INTERMEDIATE         ACME         INTERMEDIATE
                                              TELEVISION        HOLDINGS        TELEVISION        HOLDINGS
                                              ----------      ------------      ----------      ------------
<S>                                           <C>             <C>               <C>             <C>     
Broadcast revenues                             $  2,155         $  2,155         $ 31,132         $ 31,132

Operating expenses:
    Programming                                   1,096            1,096           11,073           11,073
    Selling, general and administrative           3,173            3,173           14,902           14,902
    LMA fees                                         --               --              228              228
    Depreciation and amortization                   551              551            7,715            7,715
                                               --------         --------         --------         --------

                Operating expenses                4,820            4,820           33,918           33,918

                Operating loss                   (2,665)          (2,665)          (2,786)          (2,786)

Interest income                                      --               --              208              208
Interest expense                                   (573)            (573)         (11,785)         (15,600)
Gain on sale of asset                                --               --            1,112            1,112
                                               --------         --------         --------         --------

                Loss before taxes                (3,238)          (3,238)         (13,251)         (17,066)

Income tax benefit                                   --               --              767              767
                                               --------         --------         --------         --------

                Net loss                         (3,238)          (3,238)         (12,484)         (16,299)

Parent's contribution                            85,516           47,201            7,050            7,050

Unit Offering                                        --            4,162               --               -- 

Members' capital at beginning of period              --               --           80,098           44,723
                                               --------         --------         --------         --------

Members' capital at end of period              $ 82,278         $ 48,125         $ 74,664         $ 35,474
                                               ========         ========         ========         ========
</TABLE>


See accompanying notes to consolidated financial statements.



                                       6
<PAGE>   7

                ACME INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES
                      ACME TELEVISION, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited - In thousands)

<TABLE>
<CAPTION>
                                                                                 NINE MONTHS ENDED SEPTEMBER 30,
                                                                -----------------------------------------------------------------
                                                                               1998                            1997
                                                                -------------------------------   -------------------------------
                                                                     ACME                             ACME
                                                                 INTERMEDIATE        ACME         INTERMEDIATE          ACME
                                                                HOLDINGS, LLC   TELEVISION, LLC   HOLDINGS, LLC   TELEVISION, LLC
                                                                -------------   ---------------   -------------   ---------------
                                                                                         (IN THOUSANDS)
<S>                                                             <C>             <C>               <C>             <C>    
Cash flows from operating activities:
        Net loss                                                    (16,299)        (12,484)         (3,238)          (3,238)
Adjustments to reconcile net loss to net cash                            --              --              --               --
   provided by operating activities:                                     --              --              --               --
        Depreciation and amortization                                 7,715           7,715             551              551
        Amortization of discount on Senior Notes & debt 
         issuance costs                                              14,580          10,765              --               --
        Gain on sale of assets                                       (1,112)         (1,112)             --               --
Changes in assets and liabilities:                                       --              --              --               --
        Increase in accounts receivable, net                         (3,794)         (3,794)           (405)            (405)
        Increase in program contracts                                (5,545)         (5,545)           (102)            (102)
        Increase in prepaid expenses and other current assets          (876)           (876)           (201)            (201)
        Decrease in deferred income tax liability                      (560)           (560)             --               --
        Increase (decrease) in accounts payable                      (1,697)         (1,697)            714              714
        Increase in accrued expenses                                  3,083           3,083             499              499
        Increase (decrease) in programming rights payable             4,767           4,767            (150)            (150)
        Decrease in other liabilities                                  (710)           (710)             --               --
                                                                   --------        --------        --------         --------

        Net cash used in operating activities                          (448)           (448)         (2,332)          (2,332)
                                                                   --------        --------        --------         --------

Cash flows from investing activities:
        Purchase of property and equipment                           (3,990)         (3,990)           (854)            (854)
        Deposit relating to acquisition agreement                        --              --        (143,016)        (143,016)
        Debt issuance costs                                              --              --          (4,678)          (3,135)
        Cash acquired in acquisition                                    779             779              --               --
        Purchase of station                                         (14,450)        (14,450)            (76)             (76)
        Purchase of construction permit                              (2,225)         (2,225)             --               --
        Sale of construction permit                                   3,337           3,337              --               --
                                                                                   --------        --------         --------
        Net cash used in investing activities                       (16,549)        (16,549)       (145,757)        (145,757)
                                                                   --------        --------        --------         --------

Cash flows from financing activities:
        Increase in notes payable to bank                            11,000          11,000           3,500            3,500
        Payments of notes payable to bank                            (3,000)         (3,000)             --               --
        Contribution from Parent                                         --              --           9,296           47,565
        Issuance of Senior Discount Notes                                --              --         127,370          127,370
        Issuance of Senior Secured Notes                                 --              --          35,650               --
        Issuance of note receivable                                      --              --          (1,811)          (1,811)
        Additions to capital leases, net of repayments                1,465           1,465              --               --
        Issuance of Units                                                --              --           4,162               --
                                                                   --------        --------        --------         --------

        Net cash provided by financing activities                     9,465           9,465         168,474          168,474
                                                                   --------        --------        --------         --------

        Net increase (decrease) in cash                              (7,532)         (7,532)         27,211           27,211

        Cash at beginning of period                                   8,820           8,820              --               --
                                                                   --------        --------        --------         --------

        Cash at end of period                                         1,288           1,288          27,211           27,211
                                                                   ========        ========        ========         ========

        Cash Payments for:
                           Interest                                     422             422             540              540
                           Taxes                                         --              --              --               --
                                                                   ========        ========        ========         ========
        Non-Cash Transactions:
           Contribution of Parent in exchange for 
            membership units                                          7,050           7,050          23,075           23,075
           Due from Affiliate in exchange for membership units           --              --          14,830           14,830
                                                                   ========        ========        ========         ========
</TABLE>

See accompanying notes to financial statements



                                       7
<PAGE>   8

                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC

                Consolidated Statements of Cash Flows, Continued

                           (Unaudited - In thousands)


<TABLE>
<CAPTION>
                                                                           NINE MONTHS ENDED SEPTEMBER 30
                                                           --------------------------------------------------------------
                                                                      1997                              1998
                                                           ----------------------------      ----------------------------
                                                                               ACME                             ACME
                                                              ACME         INTERMEDIATE        ACME          INTERMEDIATE
                                                           TELEVISION        HOLDINGS        TELEVISION        HOLDINGS
                                                           ----------      ------------      ----------      ------------
<S>                                                        <C>             <C>               <C>             <C>
Supplemental disclosures of cash flow information:
     Cash paid during the year for:
       Interest                                             $   540          $   540          $   422          $   422
       Income taxes                                              --               --               --               -- 
                                                            =======          =======          =======          =======

Noncash transactions:
     Contribution of station assets from parent
       in exchange for membership units                     $23,075          $23,075          $ 7,050          $ 7,050
     Due from Affiliates                                     14,876           14,830               --               --
                                                            =======          =======          =======          =======
</TABLE>


See accompanying notes to consolidated financial statements.



                                       8
<PAGE>   9

                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC

                   Notes to Consolidated Financial Statements

                                   (Unaudited)



NOTE 1 - BASIS OF PRESENTATION

      ACME INTERMEDIATE HOLDINGS, LLC ("ACME Intermediate") is a holding company
      with no assets or independent operations other than its investment in ACME
      TELEVISION, LLC ("ACME Television"). ACME Television, through its
      subsidiaries, owns, operates and / or holds licenses or options to acquire
      six commercially licensed broadcast television stations (the "Stations")
      located throughout the United States.

      ACME Intermediate was formed on August 8, 1997. Upon formation, ACME
      Intermediate received a contribution from ACME Television Holdings, LLC
      (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 assets. This contribution 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
      entities contributed for all of the periods presented.

      ACME Television was formed on August 15, 1997. Upon formation, ACME Parent
      contributed to ACME Television, through ACME Intermediate, the net assets
      of ACME Oregon, ACME Tennessee and other net assets in exchange for
      membership units.

      The accompanying unaudited consolidated financial statements of ACME
      Intermediate include the accounts of ACME Intermediate and ACME
      Television. The accompanying unaudited consolidated financial statements
      of ACME Television include the accounts of ACME Television and its
      subsidiaries. All significant intercompany items and transactions have
      been eliminated in each of the sets of consolidated financial statements.

      The accompanying consolidated financial statements have been prepared in
      accordance with generally accepted accounting principles for interim
      financial information and with the instructions for Form 10-Q and Article
      10 of Regulation S-X. Accordingly, they do not include all of the
      information and footnotes required by generally accepted accounting
      principles for complete financial statements. In the opinion of
      management, all adjustments (consisting of normal recurring accruals)
      considered necessary for the fair presentation of the financial position
      as of September 30, 1998 and the results of operations for the three
      months ended September 30, 1998 have been included. Operating results for
      the three months ended September 30, 1998 are not necessarily indicative
      of the results that may be expected for the fiscal year ending December
      31, 1998. For further information, refer to the consolidated financial
      statements and footnotes thereto included in the Annual Reports on Form
      10-K of each of ACME Television and ACME Intermediate for the year ended
      December 31, 1997.


NOTE 2 - ACQUISITIONS

      ACME Parent was formed in 1997 and operated only one station (under a
      Local Marketing Agreement, an "LMA") - KWBP Channel 32, serving Portland,
      Oregon - during the second quarter of 1997. In September 1997, ACME Parent
      completed its acquisition of KWBP. During the fourth quarter of 1997, ACME
      Television completed its acquisition of WBXX Channel 20, serving
      Knoxville, Tennessee and launched the station, which was previously off
      the air.

      In September 1997, ACME Parent entered into, and subsequently assigned to
      ACME Television Holdings of Missouri, Inc. ("ACME Missouri"), a purchase
      agreement to acquire station KPLR Channel 11, serving St. Louis, Missouri,
      and effective October 1, 1997, began operating the station pursuant to an
      LMA. The acquisition was completed in March 1998, at which time the LMA
      was terminated. The total purchase price was $145 million. The acquisition
      was accounted for under the purchase method. The



                                       9
<PAGE>   10

                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC

              Notes to Consolidated Financial Statements, Continued

                                   (Unaudited)



      excess of the purchase price over the fair value of net assets acquired
      (including $83 million allocated to the FCC license) of approximately $62
      million was recorded as goodwill and is being amortized on a straight line
      basis over 20 years.

      In early March 1998, the Company entered into an agreement to purchase
      station WTVK Channel 46, serving the Ft. Myers / Naples, Florida
      marketplace and began operating the station pursuant to an LMA. ACME
      Television received regulatory approvals and completed its acquisition of
      WTVK on June 30, 1998 for a purchase price of approximately $15.6 million.
      In connection with this transaction, $1.045 million in membership units
      were issued to the sellers by ACME Parent, which was treated as a capital
      contribution to ACME Television through ACME Intermediate.

      ACME Television also owns a 49% interest in KUPX - Channel 16 (formerly
      KZAR) serving the Salt Lake City, Utah marketplace and has exercised its
      option to acquire the remaining interests in the station which was granted
      its license from the FCC in May 1998. The acquisition of this remaining
      interest has not yet been completed, is subject to regulatory approvals
      and is not reflected in the accompanying financial statements. ACME
      Television and the majority owners of KUPX have entered into an agreement
      with another broadcaster in the Salt Lake City market to swap KUPX for
      KUWB Channel 30, which ACME Television has operated since April 1998 under
      an interim LMA. The swap of channels is subject to regulatory approvals.

      In January 1998 ACME Television acquired the construction permit for
      station KWBQ Channel 19 (formerly KAUO) serving the Albuquerque, New
      Mexico marketplace. ACME Television expects the station to be built and
      operational by January 1999.

      The following table summarizes the operational status of each of the
      stations as of September 30, 1998:

<TABLE>
<CAPTION>
       STATIONS IN OPERATION          DATE OF LMA         DATE ACQUIRED
     ---------------------------   -------------------  ------------------
<S>                                <C>                  <C> 
     Portland, Oregon              January 1997         June 1997
     St. Louis, Missouri           October 1997         March 1998
     Knoxville, Tennessee (1)                           October 1997
     Ft. Myers / Naples,           March 1998           June 1998
        Florida
     Salt Lake City, Utah - KUWB   April 1998 
     Salt Lake City, Utah - KUPX                        January 1998(2)
</TABLE>

     (1)  Commenced operations in October 1997.
     (2)  49% interest.

<TABLE>
<CAPTION>
          STATION NOT IN OPERATION              DATE ACQUIRED
     -----------------------------------   -------------------------
<S>                                        <C> 
     Albuquerque, New Mexico               January 1998
</TABLE>


      In January 1998, ACME Television Licenses of Tennessee, LLC, which is
      wholly owned by ACME TV, became the applicant for a construction permit
      ("CP") for KWMB TV in Harrison, Arkansas through a settlement agreement
      with other applicants. The CP was subsequently assigned to Carman-Harrison
      LLC on September 11, 1998 resulting in a gain of $1,112,000 recognized by
      the Company at September 30, 1998.


NOTE 3 - RECENT PRONOUNCEMENTS

      In September 1997, the Financial Accounting Standards Board ("FASB")
      issued Statement of Financial Accounting Standards ("SFAS") No. 130,
      "Reporting Comprehensive Income" which is effective for fiscal



                                       10
<PAGE>   11
                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC

              Notes to Consolidated Financial Statements, Continued

                                   (Unaudited)

      periods beginning after December 15, 1997. SFAS No. 130 establishes
      standards for reporting and displaying comprehensive income and its
      components. ACME Intermediate and ACME Television believe SFAS No. 130
      will not have an effect on the manner in which they currently report.

      In September 1997, the FASB issued SFAS No. 131, "Disclosures About
      Segments of an Enterprise and Related Information" which is effective for
      fiscal periods beginning after December 15, 1997. SFAS No. 131 establishes
      standards for reporting information about operating segments and for
      related disclosures about products, services, geographic areas and major
      customers. ACME Intermediate and ACME Television do not divide the
      business into segments and, accordingly, do not believe SFAS No. 131 will
      have any applicability to the Company's financial reporting.

      In June 1998, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standards No. 133 ("SFAS 133")
      "Accounting for Derivative Instruments and Hedging Activities", which
      establishes accounting and reporting standards for derivative instruments
      and hedging activities. SFAS 133 is effective for all fiscal quarters of
      all fiscal years beginning after June 15, 1999. ACME Intermediate and ACME
      Television are determining the effect of SFAS 133 on their financial
      statements.



                                       11
<PAGE>   12

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

INTRODUCTION

The operating revenues of the Stations are derived primarily from the sale of
advertising time. The stations sell commercial time during the programs to
national, regional and local advertisers. Credit arrangements are determined on
an individual customer basis. The Company generally pays commissions to
advertising agencies on local, regional and national advertising and to national
sales representatives on national advertising. All such commission is reflected
as deductions from gross revenues in the accompanying consolidated financial
statements.

The primary operating expenses of the Company consist of employee salaries,
programming, advertising and promotional expenses and depreciation and
amortization.

The following table sets forth certain operating data for ACME Television and
ACME Intermediate for the three months and nine months ended September 30, 1998
and 1997:

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                 SEPTEMBER 30                       SEPTEMBER 30
                                          -------------------------           -------------------------
                                           1997              1998              1997              1998
                                          -------           -------           -------           -------
<S>                                       <C>               <C>               <C>               <C>    
Operating income (loss)                   $(1,356)           (1,573)           (2,665)           (2,786)
Add:
   Time brokerage agreement fees               --                --                --               228
   Program amortization                       484             1,597               484             3,792
   Depreciation and amortization              385             3,534               551             7,715
   Corporate expense                          323               498               742             1,861
Less:
   Program payments                          (425)           (1,446)             (425)           (3,599)
                                          -------           -------           -------           -------

         Broadcast cash flow(1)           $  (589)            2,610            (1,313)            7,211
                                          =======           =======           =======           =======
</TABLE>

(1) Broadcast cash flow is defined as operating income, plus depreciation and
amortization, program amortization and corporate overhead, less program payments
- the latter as adjusted to reflect reductions for impaired or expired rights in
connection with acquisitions. The Company has included broadcast cash flow data
because the Company believes such data is a useful measure for evaluating the
operating performance of the Company's stations. Broadcast cash flow eliminates
the effect of depreciation and amortization which relate to acquisitions under
the purchase method of accounting, the impact of accelerated program
amortization and the impact of corporate expenses, and allows for an evaluation
of the operating performance of the Company's stations relative to that of the
Company's competitors which may not have similar depreciation, amortization or
corporate structures. The Company's definition of broadcast cash flow may not be
comparable to similarly titled measures presented by other companies. Broadcast
cash flow is not, and should not be used as an indicator or alternative to
operating income, net loss or cash flow as reflected in the consolidated
financial statements, is not a measure of financial performance under generally
accepted accounting principles and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with generally
accepted accounting principles.

THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED 
SEPTEMBER 30, 1997

Net broadcast revenues for the three months ended September 30, 1998 increased
$11.1 million to $11.8 million compared to $759,000 for the three months ended
September 30, 1997. This increase is due primarily to the expansion in the
number of the Company's operating stations as described in "Note 2 -
Acquisitions" above. Net revenues increased $241,000 for the three months ended
September 30, 1998 compared to the three months ended June 30, 1998 as a result
of increased sports revenues and increased market shares, offset somewhat by
seasonably lower advertising rates.



                                       12
<PAGE>   13

Operating expenses increased $11.3 million to $13.4 million compared to the
prior year quarter's operating expense of $2.1 million. This increase was also
due to the additional stations added since the third quarter of 1997. Operating
expenses increased $231,000 for the quarter ended September 30, 1998 compared to
the three months ended June 30, 1998. This increase is due primarily to the
increased program costs attributable to barter contracts.

Interest expense for the current year quarter was $4.1 million for ACME
Television and $5.4 million for ACME Intermediate, primarily representing the
amortization of original issuance discount of the September 1997 issued senior
discount notes (ACME Television) and senior secured notes (ACME Intermediate)
along with related amortization of prepaid financing costs. The interest expense
of $112,000 during the third quarter of 1997 represents interest on ACME
Televisions' revolving credit facility.

Apart from the Company's Missouri operations (which pertain solely to the
Company's investment in KPLR), which are organized as traditional "C"
corporations, ACME Intermediate and ACME Television and its operating
subsidiaries are organized as limited liability companies. Accordingly, although
the Company is subject to various minimum state taxes, all federal tax
attributes are passed through to the members of the Company. ACME Televisions'
Missouri operations, after deduction of allocable interest charges, generated a
net taxable loss. ACME Television has not recognized the benefit of such a loss.
ACME Television has recorded a tax benefit for the decrease on the deferred tax
liability relating to the amortization of other intangibles, primarily for the
FCC licenses, relating to the KPLR acquisition which are not deductible for tax
purposes.

ACME Television recorded a gain of $1.1 million in the current year quarter
related to the assignment of a construction permit which it acquired earlier in
the year.

The net loss for ACME Television and for ACME Intermediate for the three months
ended September 30, 1998 was $4.1 million and $5.4 million, respectively,
compared to a net loss of $1.5 for the comparable quarter of the prior year.
These increased net losses are due primarily to the amortization of broadcast
licenses relating to ACME Televisions' newly acquired and operating stations and
the substantially increased interest expense incurred in connection with the
September 1997 issuance of long-term debt to finance these acquisitions.

Broadcast cash flow for the three months ended September 30, 1998 was $2.6
million, compared to a negative broadcast cash flow of $587,000 for the
corresponding quarter in 1997. This increase is attributable primarily to the
ACME Televisions' operations of KPLR, which was operated under an LMA from
October 1, 1997 and acquired on March 13, 1998.


NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED 
SEPTEMBER 30, 1997

Net broadcast revenues for the nine months ended September 30, 1998 increased
$28.9 million to $31.1 million compared to $2.2 million for the nine months
ended September 30, 1997. This increase is due primarily to the expansion in the
number of Company's operating stations as described in "Note 2 - Acquisitions"
above.

Operating expenses increased $29.1 million to $33.9 million compared to the
prior year's nine months operating expenses of $4.8 million. This increase was
also due to the additional stations added since the third quarter of 1997.



                                       13
<PAGE>   14


Interest expense for the current year was $11.8 million for ACME TV and $15.6
million for ACME Intermediate, primarily representing the amortization of
original issuance discount of the September 1997 issued senior discount notes
(ACME Television) and senior secured notes (ACME Intermediate) along with
related amortization of prepaid financing costs. The interest expense of
$573,000 during the first nine months of 1997 represents primarily the interest
expense assumed by the Company, on behalf of the seller of KWBP (Portland),
during the interim LMA period, and interest expense related to ACME Television's
revolving credit facility.

Apart from the Company's Missouri operations (which pertain solely to the
Company's investment in KPLR), which are organized as traditional "C"
corporations, ACME Intermediate and ACME Television and its operating
subsidiaries are organized as limited liability companies. Accordingly, although
the Company is subject to various minimum state taxes, all federal tax
attributes are passed through to the members of the Company. The Company's
Missouri operations, after deduction of allocable interest charges, generated a
net taxable loss, and a corresponding deferred tax benefit was recorded for the
goodwill amortization.

ACME Television recorded a gain of $1.1 million during the nine months ended 
September 30, 1998 related to the purchase and subsequent assignment of a 
construction permit serving Harrison, Arkansas.

The net loss for ACME Television and for ACME Intermediate for the nine months
ended September 30, 1998 was $12.5 million and $16.3 million, respectively,
compared to a net loss of $3.2 million for the comparable nine months of the
prior year. These increased net losses are due primarily to the amortization of
broadcast licenses relating to the Companies' newly acquired and operating
stations and the substantially increased interest expense incurred in connection
with the September 1997 issuance of long-term debt to finance these
acquisitions.

Broadcast cash flow for the nine months ended September 30, 1998 was $7.2
million, compared to a negative broadcast cash flow of $1.3 million for the
corresponding nine months in 1997. This increase is attributable primarily to
the Company's profitable operations of KPLR, which was operated under an LMA
from October 1, 1997 and acquired on March 13, 1998.


LIQUIDITY AND CAPITAL RESOURCES

Cash flows used in operating activities were $448,000 during the nine months
ended September 30, 1998 compared to cash flows used by operating activities of
$2.3 million during the nine months ended September 30, 1997, an increase of 
$1.9 million. This increase was primarily due to higher broadcast cash flow 
offset by increased working capital needs.

Cash flows used in investing activities were $16.5 million during the nine
months ended September 30, 1998 compared to $145.8 million used in investing
activities during the nine months ended September 30, 1997. Cash flows used in
investing activities during the nine months ended September 30, 1998 related to
the Company's acquisition of WTVK and to capital expenditures principally
related to the build-out of KUWB, offset by net cash provided by the Company's
CP acquisition and subsequent assignment of Channel 31 serving Harrison,
Arkansas. The Company anticipates that future requirements for capital
expenditures will include those incurred in the continued build-out of its
station in Albuquerque, New Mexico and the upgrade of its other stations and
will be financed primarily through its $20 million capital equipment facility
(of which approximately $16.7 million is still available at September 30, 1998)
entered into with General Electric Capital Corporation ("GECC") earlier this
year.

Cash flows provided by financing activities during the nine months ended
September 30, 1998 were $9.5 million related to additions to capital leases, net
of repayments and to paydowns of prior year-end financing related liabilities,
compared to cash flows provided by financing activities of $175.3 million during
the prior year corresponding period related to parent contributions, the
Company's September 30, 1997 issuance of membership interests in ACME
Intermediate and notes in ACME Intermediate and ACME TV, and bank borrowings of
$3.5 million. At September 30, 1998 there was an outstanding balance of $8
million due under the Company's existing credit agreement facility with
Canadian-Imperial Bank Corporation ("CIBC"). This facility allows for revolving
credit borrowings of up to a maximum of $40,000,000, dependent upon certain
financial ratios of ACME Television, can be used to fund future acquisitions of
broadcast stations and for general corporate purposes.



                                       14
<PAGE>   15

The Company believes that internally generated funds from operations, financings
under the Company's capital equipment facility and additional borrowings under
its credit agreement, if necessary, will be sufficient to satisfy the Company's
cash requirements for its existing operations for the next twelve months and for
the foreseeable future thereafter. The Company expects that any future
acquisitions of television stations would be financed through funds generated
from operations, through additional borrowings under the existing CIBC credit
agreement and through additional debt and equity financings.

Year 2000

The Company is currently in the process of evaluating potential Year 2000 (Y2K) 
issues for its internal information technology (IT) and non-IT systems (non-IT 
systems include but are not limited to systems such as broadcast equipment, 
editing equipment, cameras microphones, telephone/PBX systems, fax machines, 
etc.) It is also in the process of evaluating potential Y2K issues that would 
involve third parties with which the Company has material relationships 
(suppliers and customers).

All internal software and hardware is purchased or leased from third party 
vendors. The Company does not employ or contract computer programmers to write 
Company-specific applications. The Company has been advised by suppliers of its 
material software applications that such applications are Y2K "compliant". At 
this time, the Company is not aware of any significant upgrades or changes that 
will need to be made to its internal software and hardware to become  Y2K 
ready, but this is subject to change as the evaluation and compliance testing 
process continues. The Company expects to be able to successfully implement any 
software or hardware changes that may be necessary to address Y2K IT and non-IT 
readiness issues. Based upon preliminary estimates, the Company does not 
believe that the costs associated with such actions will have a material effect 
on the Company's results of operations or financial condition. There can be no 
assurance however that there will not be increased costs associated with the 
implementation of any such changes.

Although the Company has begun the process of polling key third parties to gain 
an understanding of their Y2K readiness, we have not yet received sufficient 
responses to adequately assess their readiness. The Company cannot guarantee 
that Year 2000 compliance problems of third parties with which it has a 
material relationship will not have a material adverse effect on the Company's 
business, results of operations and financial condition. The Company has not 
yet formulated a contingency plan to address difficulties that may arise from 
Year 2000 noncompliance of its internal IT and non-IT systems or those of key 
third parties.


                                       15
<PAGE>   16

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ACME Televisions' revolving credit facility has a variable interest rate.
Accordingly, the Company's interest expense can be materially affected by future
fluctuations in the applicable interest rate.



                                       16
<PAGE>   17

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 TELEVISION, LLC

Date:  April 22, 1999                        By: /s/ Douglas E. Gealy
                                             -----------------------------------
                                             Douglas E. Gealy, President


Date:  April 22, 1999                        By: /s/ Thomas D. Allen
                                             -----------------------------------
                                             Thomas D. Allen
                                             Executive Vice President/CFO
                                             (principal financial officer)


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:  April 22, 1999                        By: /s/ Douglas E. Gealy
                                             -----------------------------------
                                             Douglas E. Gealy, President


Date:  April 22, 1999                        By: /s/ Thomas D. Allen
                                             -----------------------------------
                                             Thomas D. Allen
                                             Executive Vice President/CFO
                                             (principal financial officer)




                                       17