<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                  FORM 10-Q/A

[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 March 31, 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)

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

      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.)

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

         2101 E. Fourth Street
         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:

                                                     Name of each exchange
          Title of each class                         on which registered:
          -------------------                        ---------------------
                None                                         None

           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 May
14, 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 May 14, 1998, there were 895,425 membership units without par value.

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

<PAGE>   2

                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC

                                  FORM 10-Q/A

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

   Item
  Number                                                                       Page
  ------                                                                       ----
<S>                                                                            <C>
                          PART I - FINANCIAL STATEMENTS

 Item 1.   FINANCIAL STATEMENTS

           Introductory Comments . . . . . . . . . . . . . . . . . . . . . . .  1

           ACME INTERMEDIATE HOLDINGS, LLC and
           ACME TELEVISION, LLC  . . . . . . . . . . . . . . . . . . . . . . .  1

              Consolidated Balance Sheets as of
                 December 31, 1997 and March 31, 1998. . . . . . . . . . . . .  2

              Consolidated Statements of Operations and
                 Members' Capital for the Three Months
                 Ended March 31, 1998 and March 31, 1997 . . . . . . . . . . .  3

              Consolidated Statements of Cash Flows for
                 the Three Months Ended March 31, 1998
                 and March 31, 1997. . . . . . . . . . . . . . . . . . . . . .  4

              Notes to Consolidated Financial Statements . . . . . . . . . . .  5

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . .  6

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. . . . .  9

                           PART II - OTHER INFORMATION

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>

<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, 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.


                                       1
<PAGE>   4

                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC
                           CONSOLIDATED BALANCE SHEETS
                           (Unaudited - in thousands)

<TABLE>
<CAPTION>
                                              December 31, 1997                   March 31, 1998
                                        -----------------------------       ----------------------------
                                                            ACME                                ACME
                                           ACME          INTERMEDIATE          ACME         INTERMEDIATE
                                        TELEVISION         HOLDINGS         TELEVISION        HOLDINGS
                                        ----------       ------------       ----------      ------------
<S>                                     <C>              <C>                <C>             <C>
       ASSETS
Current Assets
  Cash and cash equivalents              $  8,820          $  8,820          $  3,570          $  3,570
  Accounts receivable, net                    699               677             5,640             5,640
  Due from affiliates                         162                54               200                75
  Current portion of program
     broadcast rights                         614               614             4,360             4,360
  Prepaid expenses and other assets         3,032             3,060               915               915
  Deferred income taxes                        --                --               342               342
                                         --------          --------          --------          --------

        Total current assets               13,327            13,225            15,027            14,902

Property and Equipment, net                 7,346             7,346            12,150            12,150
Program broadcast rights,
  less current portion                        587               587             5,611             5,611
Intangible assets, net                     36,004            36,004           187,855           187,855
Investment in affiliates                       --                --             4,989             4,989
Deposits                                  143,000           143,000             4,725             4,725
Other assets                               17,418            19,010            10,779            12,391
                                         --------          --------          --------          --------
        Total assets                     $217,682          $219,172          $241,136          $242,623
                                         ========          ========          ========          ========

   LIABILITIES AND MEMBERS' CAPITAL
Current Liabilities 
  Accounts payable                       $  3,361          $  3,363          $  4,324          $  4,324
  Accrued expenses                            651               651             3,442             3,442
  Current portion of program
    rights payable                            653               653             5,636             5,636
  Current portion of obligations
    under lease                               292               292               292               292
  Other current liabilities                    --                --             1,317             1,317
                                         --------          --------          --------          --------
        Total current liabilities           4,957             4,959            15,011            15,011

Program broadcast rights
  payable, net of current portion           1,351             1,351             4,903             4,903
Obligations under lease, net of
  current portion                             443               443               372               372
Deferred taxes                                 --                --             1,500             1,500
Other liabilities                              --                --             2,214             2,214
Senior discount notes                     130,833           130,833           134,296           134,296
Senior secured notes                           --            36,863                --            38,076
                                         --------          --------          --------          --------

         Total liabilities                137,584           174,449           158,296           196,372
                                         --------          --------          --------          --------

Members' capital                           85,516            51,357            91,514            57,352
Accumulated deficit                        (5,418)           (6,634)           (8,674)          (11,101)
                                         --------          --------          --------          --------
   Total members' capital                  80,098            44,723            82,840             46,251
                                         --------          --------          --------          --------

   Total liabilities and
     members' capital                    $217,682          $219,172          $241,136          $242,623
                                         ========          ========          ========          ========
</TABLE>



                                       2
<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 March 31,
                                                  1997                           1998
                                       ---------------------------      ------------------------
                                                          ACME                          ACME
                                          ACME        INTERMEDIATE         ACME     INTERMEDIATE
                                       TELEVISION       HOLDINGS        TELEVISION    HOLDINGS
                                       ----------     ------------      ----------  ------------
<S>                                    <C>            <C>               <C>         <C>
Broadcast revenues                      $  645           $ 645           $  7,757     $ 7,757

Operating expenses:
   Programming                             287             287              2,330       2,330
   Selling, general and administrative     922             922              4,209       4,209
   Depreciation and amortization            61              61                849         849
                                        ------          ------           --------     -------
          Operating expenses             1,270           1,270              7,388       7,388

          Operating income (loss)         (625)           (625)               369         369

          Interest income                   --              --                 45          45
          Interest expense                 267             267              3,652       4,864
                                        ------          ------           --------     -------

          Loss before taxes               (892)          (892)             (3,238)     (4,450)

          Income taxes                      --             --                  20          20
                                        ------          ------           --------     -------

            Net loss                    $( 892)         $ (892)          $ (3,258)    $(4,470)

            Parent's contribution          450             450              6,000       6,000


            Members' capital at 
               beginning of period          --              --             80,098      44,721
                                        ------          ------           --------     -------

            Members' capital (deficit)
                at end of period        $ (442)         $ (442)          $ 82,840     $46,251
                                        ======          ======           ========     =======
</TABLE>



                                       3
<PAGE>   6

                            ACME TELEVISION, LLC AND
                         ACME INTERMEDIATE HOLDINGS, LLC

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited - in thousands)

<TABLE>
<CAPTION>
                                                            Three Months Ended March 31,
                                         -----------------------------------------------------------------
                                                      1997                               1998
                                         ------------------------------      -----------------------------
                                                               ACME                              ACME
                                             ACME          INTERMEDIATE          ACME        INTERMEDIATE
                                          TELEVISION         HOLDINGS         TELEVISION       HOLDINGS
                                         ------------      ------------      ------------    -------------
<S>                                      <C>               <C>               <C>             <C>
Cash flows from operating activities:
 Net loss                                 $    (892)          $ (892)           $ (3,258)      $ (4,470)
Adjustments to reconcile net loss
 to net cash provided by
 operating activities:
Depreciation and amortization                    61               61                 849            849
Amortization of discount on
  Senior Notes and
  debt issuance costs                            --               --               3,463          4,675
Changes in assets and liabilities:
 Increase in accounts receivable, net            --               --                (318)          (318)
 Increase in programming rights                  --               --                (778)          (778)    
 Decrease in prepaid expenses                     
   and other current assets                      --               --               1,102          1,102
 Decrease in accounts payable                    --               --                 (42)           (42)
 Increase in accrued expenses                   381              381                 442            442
 Increase in programming
    rights payable                               --               --                 277            277
                                            -------           ------            --------       --------

    Net cash provided by (used in) 
      operating activities                     (450)            (450)              1,737          1,737
                                            -------           ------            --------       --------
Cash flows from investing activities
 Purchase of property and equipment              --               --              (2,970)        (2,970)
 Cash acquired in acquisition                    --               --                 779            779
 Deposits for other stations                     --               --              (4,725)        (4,725)
                                            -------           ------            --------       --------
    Net cash used in
      investing activities                       --               --              (6,916)        (6,916)
                                            -------           ------            --------       --------

Cash flows from financing activities
 Contribution from parent                       450              450                  --             --
 Repayment of capital leases                     --               --                 (71)           (71)
                                            -------           ------            --------       --------
    Net cash provided by (used in)
      financing activities                      450              450                 (71)           (71)
                                            -------           ------            --------       --------

Net decrease in cash                             --               --              (5,250)        (5,250)

Cash at beginning of period                      --               --               8,820          8,820
                                            -------           ------            --------       --------
Cash at end of period                       $    --           $   --            $  3,570       $  3,570
                                            =======           ======            ========       ========

Supplemental disclosures of cash flow 
 information: Cash paid during the period
 for:

    Interest                               $    267           $  267            $    24        $    24  
    Income taxes                                 --               --                 --             --
                                            =======           ======            ========       ========
Non cash transactions:
 Contribution of the net assets of
  ACME Television of Utah, LLC and
  ACME Television of New Mexico, LLC 
  from Parent in exchange for 
  membership units                          $    --           $   --            $  6,000       $  6,000
                                            =======           ======            ========       ========

</TABLE>




                                       4
<PAGE>   7

                            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 TELEVISIONS, 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 the 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 March 31, 1998 and the results of operations for
the three months ended March 31, 1998 have been included. Operating results for
the three months ended March 31, 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 an
LMA) - KWBP Channel 32, serving Portland, Oregon - during the first quarter of
1997. In June 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.


                                       5
<PAGE>   8
         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 Company has not completed its allocation of the excess purchase price of
approximately $145 million to identifiable intangibles, such as FCC license, and
goodwill. In addition, ACME Missouri has not recorded deferred tax liability, if
any, relating to the book basis of identifiable intangibles in excess of their
tax basis. ACME Missouri anticipates completing its allocation during the
quarter ended June 30, 1998. As the acquisition was recorded effective March 31,
1998, this did not have any impact on the results for the three months ended
March 31, 1998.

         In early March 1998, ACME Television 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. This transaction
is subject to regulatory approvals and is expected to close by early June 1998.

         ACME Television also owns a 49% interest in KUWB (formerly KZAR)
serving the Salt Lake City, Utah marketplace and has an option to acquire the
remaining interests in the station exercisable upon the granting by the FCC of
KUWB's final license. ACME Television and the majority owners of KUWB have
entered into an agreement with another broadcaster in the Salt Lake City market
to swap KUWB for KUPX Channel 30. The swap of channels is subject to regulatory
approvals, and ACME TV commenced management of KUPX Channel 30 under an interim
LMA and exchanged call letters in April 1998.

         In January 1998 ACME Television acquired the interest to the
construction permit for station KAUO serving the Albuquerque, New Mexico
marketplace. The Company expects the station to be built and operational by the
end of 1998.


Note 3 - Recent pronouncements

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


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



                                       6




<PAGE>   9
national, regional and local advertisers. The networks also sell commercial
time during the programs to national 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 are 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 ended March 31, 1998 and
1997:

<TABLE>
<CAPTION>

                                      Three months ended March 31,
Amounts in thousands                  ---------------------------
                                         1998            1997
                                       --------        -------
<S>                                    <C>             <C>
Operating income                       $   369         $ (625)

Add:
Time brokerage agreement fees               57             --
Program amortization                     1,009             --
Depreciation and amortization              849             61
Corporate expense                          673            262

Less:
Program payments                         1,151             --
                                       -------         ------
    Broadcast cash flow                $ 1,806         $ (302)
                                       =======         ======
</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 MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997

         Net broadcast revenues for the three months ended March 31, 1998
increased $7.1 million to $7.757 million compared to $645,000 for the three
months ended March 31, 1997. This increase is due to the expansion in the number
of the Company's operating stations as described in "Note 2 - Acquisitions"
above.



                                       7
<PAGE>   10

         Operating expenses increased to $7.388 million compared to the
prior year quarter's operating expense of $1.270 million. This increase was also
due to the additional stations added since the first quarter of 1997.

         Depreciation and amortization expense for the three months ended March
31, 1998 includes $450,000 in the amortization of broadcast licenses. As of
March 31, 1997, no stations had been acquired and, accordingly, there was no
amortization expense for that period.

         Interest expense for the current year quarter was $3.652 million for
ACME TV and $4.864 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 $267,000 during the first quarter 1997 represents primarily the interest
expense assumed by the Company, on behalf of the seller of KWBP (Portland),
during the interim LMA period.

         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 no benefit has been recorded.

         The net loss for ACME Television and for ACME Intermediate for the
three months ended March 31, 1998 was $3.258 million and $4.470 million,
respectively, compared to a net loss of $892,000 for the comparable quarter 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 cashflow for the three months ended March 31, 1998 was $1.805
million, an increase of $2.1 million over a negative broadcast cashflow of
$302,000 for the corresponding quarter in 1997. This increase is attributable 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 provided by operating activities were $1,737,000 during the
three months ended March 31, 1998 compared to cash flows used by operating
activities of $450,000 during the three months ended March 31, 1997, an increase
of $2,157,000. The increase was primarily due to higher broadcast cash flow.

         Cash flows used in investing activities were $6,916,000 during the
three months ended March 31, 1998. There were no investing activities during the
three months ended March 31, 1997.

         Cash flows used in investing activities during the three months ended
March 31, 1998 related to capital expenditures and deposits in connection with
the Company's pending acquisition of WTVK - Channel 46 serving Ft. Myers/
Naples, Florida and the CP acquisition for Channel 31 serving Springfield,
Missouri. The Company anticipates that future requirements for capital
expenditures will include those incurred in the continued build-out of its
stations in Salt Lake City, Utah and Albuquerque, New Mexico and the upgrade


                                       8
<PAGE>   11

of its other stations and will be financed primarily through a $20 million
capital equipment facility currently being negotiated.

         Cash flows used in financing activities were $71,000 related to
repayments of capital leases during the three months ended March 31, 1998
compared to cash flows provided by financing activities of $450,000 related to
founder contributions during the three months ended March 31, 1997.

         The Company's existing credit agreement allows for revolving credit
borrowings of up to a maximum of $40,000,000, dependent upon certain financial
ratios of ACME Television. The revolving credit facility can be used to fund
future acquisitions of broadcast stations and for general corporate purposes. At
March 31, 1998 there was no outstanding balance due under the facility.

         The Company believes that internally generated funds from operations,
financings under the Company's capital equipment facility and 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 borrowings under the existing credit agreement and
through additional debt and equity financings.

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.



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<PAGE>   12

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/ Doug Gealy
                                                  ------------------------------
                                                  Doug 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/ Doug Gealy
                                                 -------------------------------
                                                 Doug Gealy, President


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





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