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                                                                     EXHIBIT 4.5



        FIRST SUPPLEMENTAL INDENTURE, dated as of February 11, 1998 among ACME
TELEVISION, LLC, a Delaware limited liability company (the "Company"), and ACME
FINANCE CORPORATION, a Delaware corporation ("Finance" and, together with the
Company, jointly and severally, the "Issuers"), the Guarantors (as defined in
the Indenture (as defined herein) and referred to herein as the "Original
Guarantors"), ACME TELEVISION LICENSES OF UTAH, LLC, a Delaware limited
liability company, ACME TELEVISION OF NEW MEXICO, LLC, a Delaware limited
liability company, and ACME TELEVISION OF UTAH, LLC, a Delaware limited
liability company, (each an "Additional Guarantor" and, together the "Additional
Guarantors"), and ACME TELEVISION HOLDINGS OF TENNESSEE, LLC, a Delaware limited
liability company, ACME TELEVISION HOLDINGS OF OREGON, LLC, a Delaware limited
liability company, ACME TELEVISION LICENSES OF TENNESSEE, LLC, a Delaware
limited liability company, ACME TELEVISION LICENSES OF OREGON, LLC, a Delaware
limited liability company, ACME TELEVISION OF TENNESSEE, LLC, a Delaware limited
liability company, and ACME TELEVISION OF OREGON, LLC, a Delaware limited
liability company, (each a "Successor Guarantor" and, together the "Successor
Guarantors" and, together with the Additional Guarantors and the Original
Guarantors, the "Guarantors"), and WILMINGTON TRUST COMPANY (the "Trustee"), as
Trustee under the Indenture.

        WHEREAS, the Company, the Original Guarantors and the Trustee have
previously entered into an Indenture dated as of September 30, 1997 (the
"Indenture") relating to the Issuers' 10 7/8% Senior Discount Notes due 2004
(the "Notes");

        WHEREAS, with respect to the Additional Guarantors, Section 9.01 of the
Indenture provides that the Company, the Original Guarantors and the Trustee
may, without the written consent of the holders of the outstanding Notes, amend
the Indenture as provided therein to provide for the creation of subsidiaries by
the Issuers;

        WHEREAS, with respect to the Successor Guarantors, Section 5.02 of the
Indenture provides for the substitution of successor entities into which an
Original Guarantor is merged;

        WHEREAS, the Board of Directors or the Majority Member of each of the
Issuers and the Original Guarantors have consented to this First Supplemental
Indenture; and

        WHEREAS, all acts and things prescribed by the Certificate of Formation
and the Limited Liability Company Agreements (each as now in effect) of the
Additional and Successor Guarantors necessary to make this First Supplemental
Indenture a valid instrument legally binding on each of the Additional and
Successor Guarantors for the purposes herein expressed, in accordance with its
terms, have been duly done and performed;

        NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Issuers, the Original Guarantors, the Additional Guarantors, the Successor
Guarantors and the Trustee hereby agree for the benefit of each other and the
equal and ratable benefit of the holders of the Notes as follows:



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        1. Additional Guarantors. As of the date hereof and pursuant to this
First Supplemental Indenture, ACME Television Licenses of Utah, LLC, a Delaware
limited liability company, ACME Television of New Mexico, LLC, a Delaware
limited liability company, and ACME Television of Utah, LLC, a Delaware limited
liability company, each hereby becomes a Guarantor under the Indenture in
accordance with the terms and conditions of the Indenture and shall each assume
all rights and obligations of a Guarantor thereunder.

        2. Compliance with and Fulfillment of Condition of Article IX. Each
Additional Guarantor's execution and delivery of this First Supplemental
Indenture and the respective Guarantee (along with such documentation relating
thereto as the Trustee shall require, including, without limitation, an Opinion
of Counsel as to the enforceability of each such Guarantee and the First
Supplemental Indenture and an Officer's Certificate from each entity) fulfills
its requirements under Section 9.01 of the Indenture.

        3. Successor Guarantors. As of the date hereof and pursuant to this
First Supplemental Indenture, ACME Television Holdings of Oregon, LLC, a
Delaware limited liability company, ACME Television Holdings of Tennessee, LLC,
a Delaware limited liability company, ACME Television Licenses of Oregon, LLC, a
Delaware limited liability company, ACME Television Licenses of Tennessee, LLC,
a Delaware limited liability company, ACME Television of Oregon, LLC, a Delaware
limited liability company, and ACME Television of Tennessee, LLC, a Delaware
limited liability company, each hereby expressly assumes all of the obligations
of ACME Television Holdings of Oregon, LLC, an Oregon limited liability company,
ACME Television Holdings of Tennessee, LLC, a Tennessee limited liability
company, ACME Television Licenses of Oregon, LLC, an Oregon limited liability
company, ACME Television Licenses of Tennessee, LLC, a Tennessee limited
liability company, ACME Television of Oregon, LLC, an Oregon limited liability
company, and ACME Television of Tennessee, LLC, a Tennessee limited liability
company, respectively, under the Indenture and each such Guarantee and the
obligations thereunder shall remain in full force and effect.

        4. Compliance with and Fulfillment of Condition of Article V. Each
Successor Guarantor's execution and delivery of this First Supplemental
Indenture and the respective Guarantee (along with such documentation relating
thereto as the Trustee shall require, including, without limitation, an Opinion
of Counsel as to the enforceability of each such Guarantee and the First
Supplemental Indenture and an Officer's Certificate from each entity) fulfills
its requirements under Section 5.01 of the Indenture.

        5. Construction. For all purposes of this First Supplemental Indenture,
except as otherwise herein expressly provided or unless the context otherwise
requires: (i) the terms and expressions used herein shall have the same meanings
as corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
First Supplemental Indenture refer to this First Supplemental Indenture as a
whole and not to any particular Section hereof.



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        6. Trustee Acceptance. The Trustee accepts the amendment of the
Indenture effected by this First Supplemental Indenture, as hereby amended, but
only upon the terms and conditions set forth in the Indenture, as hereby
amended, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee in the performance of its duties
and obligations under the Indenture, as hereby amended. Without limiting the
generality of the foregoing, the Trustee has no responsibility for the
correctness of the recitals of fact herein contained which shall be taken as the
statements of each of the Issuers and the Guarantors, respectively, and makes no
representations as to the validity or enforceability against any of the Issuers
and the Guarantors.

        7. Indenture Ratified. Except as expressly amended hereby, the Indenture
is in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect.

        8. Holders Bound. This First Supplemental Indenture shall form a part of
the Indenture for all purposes, and every holder of the Notes heretofore and
hereafter authenticated and delivered shall be bound hereby.

        9. Successors and Assigns. This First Supplemental Indenture shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

        10. Counterparts. This First Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original, and all of such counterparts shall together constitute one and the
same instrument.

        11. Governing Law. This First Supplemental Indenture and the Guarantees
hereunder shall be governed by and construed in accordance with the internal
laws of the State of New York without giving effect to principles of conflicts
of laws.



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        IN WITNESS WHEREOF, the Issuers, the Guarantors and the Trustee have
caused this First Supplemental Indenture to be duly executed as of the date
first above written.

ISSUERS:

ACME TELEVISION, LLC
ACME FINANCE CORPORATION


                                               ATTEST:


By: /s/ Douglas E. Gealy                       By: /s/ Thomas Allen
    -----------------------------                  -----------------------------
    Douglas Gealy                                  Thomas Allen
    President and Chief Operating                  Executive Vice-President and
       Officer                                        Chief Financial Officer


GUARANTORS:
SUCCESSOR GUARANTORS:

        ACME TELEVISION HOLDINGS OF OREGON, LLC
        ACME TELEVISION HOLDINGS OF TENNESSEE, LLC
        ACME TELEVISION LICENSES OF OREGON, LLC
        ACME TELEVISION LICENSES OF TENNESSEE, LLC
        ACME TELEVISION OF TENNESSEE, LLC
        ACME TELEVISION OF OREGON, LLC

                                                ATTEST:


By: /s/ Douglas E. Gealy                        By: /s/ Thomas Allen
    -----------------------------                   ----------------------------
    Douglas Gealy                                   Thomas Allen
    President and Chief Operating                   Executive Vice-President and
       Officer                                         Chief Financial Officer


 (for each of the above-listed Successors Guarantors)


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ADDITIONAL GUARANTORS:

        ACME TELEVISION LICENSES OF UTAH, LLC
        ACME TELEVISION OF NEW MEXICO, LLC
        ACME TELEVISION OF UTAH, LLC

                                                      ATTEST:


By:  /s/ Douglas E. Gealy                       By: /s/ Thomas Allen
     -----------------------------                  ----------------------------
     Douglas Gealy                                  Thomas Allen
     President and Chief Operating                  Executive Vice-President and
        Officer                                        Chief Financial Officer

(for each of the above-listed Additional Guarantors)

ORIGINAL GUARANTORS:

        ACME TELEVISION LICENSES OF MISSOURI, INC.
        ACME TELEVISION HOLDINGS OF UTAH, LLC
        ACME TELEVISION HOLDINGS OF NEW MEXICO, LLC
        ACME TELEVISION LICENSES OF NEW MEXICO, LLC
        ACME SUBSIDIARY HOLDINGS III, LLC

                                                       ATTEST:


By: /s/ Douglas E. Gealy                        By: /s/ Thomas Allen
    -----------------------------                   ----------------------------
     Douglas Gealy                                  Thomas Allen
     President and Chief Operating                  Executive Vice-President and
        Officer                                        Chief Financial Officer

(for each of the above-listed Original Guarantors)

WILMINGTON TRUST COMPANY


                                                ATTEST:


By:  /s/ Bruce L. Bisson                        By: /s/ C. Paglia
     -----------------------------                  ----------------------------
     Name:  Bruce L. Bisson                         Name:  Charlotte Paglia
     Title:  Vice President                         Title:  Financial Services
                                                            Officer