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                                                                     EXHIBIT 4.6



        SECOND SUPPLEMENTAL INDENTURE, dated as of March 13, 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"), the Additional Guarantors (as defined in the First Supplemental
Indenture (as defined herein) and referred to herein as the "Additional
Guarantors"), the Successor Guarantors (as defined in the First Supplemental
Indenture and referred to herein as the "Successor Guarantors") and ACME
Television of Missouri, Inc., a Missouri corporation ("Television Missouri"),
and ACME Television Licenses of Missouri, LLC, a Missouri limited liability
company ("Licenses Missouri"), (each an "Additional Missouri Guarantor" and,
together the "Additional Missouri Guarantors," and, together with the Additional
Guarantors, the Successor Guarantors and the Original Guarantors, the
"Guarantors"), and WILMINGTON TRUST COMPANY (the "Trustee"), as Trustee under
the Indenture.

        WHEREAS, the Issuers, 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") and the Issuers, the Original Guarantors, the Additional
Guarantors, the Successor Guarantors and the Trustee have previously entered
into a First Supplemental Indenture dated as of February 11, 1998 (the "First
Supplemental Indenture") which amended the Indenture to provide for the
guarantees of the Additional Guarantors and the Successor Guarantors;

        WHEREAS, with respect to the Additional Missouri Guarantors, Section
9.01 of the Indenture provides that the Issuers, 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 acquisition of
subsidiaries by the Issuers;

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

        WHEREAS, all acts and things prescribed by the Certificate of Formation
and the Operating Agreement (each as now in effect) of Licenses Missouri and the
Articles of Incorporation and the Bylaws (each as now in effect) of Television
Missouri necessary to make this Second Supplemental Indenture a valid instrument
legally binding on each of the Additional Missouri 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, the Additional Missouri 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
Second Supplemental Indenture, ACME Television of Missouri, Inc., a Missouri
corporation, and ACME Television Licenses of Missouri, LLC, a Missouri 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
Missouri Guarantor's execution and delivery of this Second 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 Second
Supplemental Indenture and an Officer's Certificate from each entity) fulfills
its requirements under Section 9.01 of the Indenture. 

        3. Construction. For all purposes of this Second 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
Second Supplemental Indenture refer to this Second Supplemental Indenture as a
whole and not to any particular Section hereof.

        4. Trustee Acceptance. The Trustee accepts the amendment of the
Indenture effected by this Second 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.

        5. 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.

        6. Holders Bound. This Second 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.

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



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        8. Counterparts. This Second 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.

        9. Governing Law. This Second 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 Second 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:

ADDITIONAL MISSOURI GUARANTORS:

        ACME TELEVISION OF MISSOURI, INC.
        ACME TELEVISION LICENSES OF MISSOURI, 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 Missouri Guarantors)




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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 Successor Guarantors)


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)



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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