UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

(Mark One)

[ x ]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended September 30, 2000

                                       OR

[   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
            For the transition period from __________ to ___________

                        Commission file number: 333-80523

                              SUSQUEHANNA MEDIA CO.
               (Exact name of registrant as specified in its charter)

         DELAWARE                                             23-2722964
(State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                             140 East Market Street
                            York, Pennsylvania 17401
                                 (717) 848-5500
               (Address, including zip code and telephone number,
                 including area code, of registrant's principal
                               executive offices)


                                (Not Applicable)
              (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check mark whether the registrant (1) has 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 (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES     X         NO
    ----------       ---------


As of February 16, 2000, there were 1,100,000 total shares of common stock,
$1.00 par value outstanding.

<PAGE>

                                EXPLANATORY NOTE

This Form 10-Q/A is being filed to correct certain disclosures contained in the
condensed consolidated balance sheet included in the Company's Form 10-Q for the
quarter ended September 30, 2000.

The Form 10-Q filed for the quarter ended September 30, 2000 contained an
incorrect condensed consolidated balance sheet. Minority interests were
understated by $19,668,000. Retained earnings and total stockholders' equity
were overstated by the same amount. An incorrect share value was used in
calculating the minority interests related to the Susquehanna Radio Corp.
Employee Stock Plan. As described in note 2 to the condensed consolidated
financial statements, the shares were revalued on July 1, 2000. The revaluation
was not reflected in minority interests.

Since there were no unexercised options under this plan, there was no effect on
reported income or Adjusted EBITDA.

                                      -1-

<PAGE>

                              SUSQUEHANNA MEDIA CO.
                                   FORM 10-Q/A
                                TABLE OF CONTENTS

PART I  -  FINANCIAL INFORMATION...............................................3

   ITEM 1. FINANCIAL STATEMENTS................................................3
     CONDENSED CONSOLIDATED BALANCE SHEETS.....................................3
     CONDENSED CONSOLIDATED INCOME STATEMENTS..................................4
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS...........................5
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS......................6
   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.................................9
   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET  RISK........13

PART II - OTHER INFORMATION...................................................14
   ITEM 1. LEGAL PROCEEDINGS..................................................14
   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...................................14

SIGNATURE.....................................................................15


                                      -2-
<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.    FINANCIAL STATEMENTS

                     SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (Dollars in thousands, except share data)
<TABLE>
<CAPTION>
                                                                                 September 30,       December 31,
                                                                                      2000              1999
                                                                                      ----              ----
                                                                                  (unaudited)
                                                      ASSETS
<S>                                                                             <C>               <C>
Current Assets
     Cash and cash equivalents                                                   $   1,719            $     639
     Accounts receivable, net                                                       43,862               43,017
     Other current assets                                                            5,033                4,400
     Interest receivable from Parent                                                 5,291                    -
                                                                                  --------              -------
         Total Current Assets                                                       55,905               48,056
Property, Plant and Equipment, net                                                 137,563              124,088
Intangible Assets, net                                                             320,890              215,125
Note Receivable from Parent                                                        111,329              111,329
Investments and Other Assets                                                        29,939               27,544
                                                                                  --------              -------
                                                                                 $ 655,626            $ 526,142
                                                                                  ========              =======

                                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
     Accounts payable                                                            $  13,189            $  15,350
     Current portion of long-term debt                                                  66                   59
     Accrued interest                                                                6,880                3,108
     Accrued income taxes                                                            2,623                  227
     Deferred income taxes                                                             210                  815
     Accrued ESOP benefits costs                                                     5,898                1,370
     Other accrued expenses                                                         19,423               11,919
                                                                                  --------              -------
         Total Current Liabilities                                                  48,289               32,848
                                                                                  --------              -------
Long-term Debt                                                                     496,412              405,562
                                                                                  --------              -------
Other Liabilities                                                                    1,356                  832
                                                                                  --------              -------
Deferred Income Taxes                                                               38,603               37,166
                                                                                  --------              -------
Minority Interests                                                                  43,827               18,453
                                                                                  --------              -------
Stockholders' Equity
     Preferred stock - voting, 7% cumulative with par value of $100,
         authorized 110,000 shares, 70,499.21 issued and outstanding                 7,050                7,050
     Common stock - voting, $1 par value, authorized 1,100,000
         shares, 1,100,000 shares issued and outstanding                             1,100                1,100
     Retained earnings                                                              18,989               23,131
                                                                                  --------              -------
         Total Stockholders' Equity                                                 27,139               31,281
                                                                                  --------              -------
                                                                                $  655,626            $ 526,142
                                                                                   =======              =======
</TABLE>
         The accompanying notes are an integral part of these condensed
consolidated financial statements.

                                      -3-

<PAGE>

                     SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED INCOME STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                  <C>                <C>              <C>               <C>
                                                            For the Three Months               For the Nine Months
                                                             Ended September 30,               Ended September 30,
                                                           2000              1999             2000              1999
                                                           ----              ----             ----              ----

 Revenues
     Radio                                            $   57,364         $  49,294         $ 159,778        $ 131,524
     Cable                                                23,544            21,287            68,796           60,807
     Other                                                 1,592               828             4,319            2,228
                                                         -------          --------         ---------        ---------
         Total revenues                                   82,500            71,409           232,893          194,559
                                                         -------          --------         ---------        ---------
Operating Expenses
     Operating and programming                            29,934            25,280            82,931           70,116
     Selling                                               9,036             8,428            26,704           22,929
     General and administrative                           16,408            11,585            42,856           34,475
     Depreciation and amortization                         8,443             7,016            23,402           20,779
                                                         -------          --------         ---------        ---------
         Total operating expenses                         63,821            52,309           175,893          148,299
                                                         -------          --------         ---------        ---------

Operating Income                                          18,679            19,100            57,000           46,260

Other Income (Expense)
     Interest expense                                    (10,547)           (8,280)          (26,707)         (20,286)
     Interest income from loan to Parent                   1,684             1,767             5,014            2,708
     Replacement of cable distribution system                  -              (472)           (1,261)            (472)
     Pension curtailment gain                                  -                 -                 -            2,299
     Other                                                   125                34               122              (42)
                                                         -------          --------         ---------         ---------

Income Before Income Taxes, Extraordinary
     Loss and Minority Interests                           9,941            12,149            34,168           30,467

Income Taxes                                               4,052             5,065            13,928           12,681
                                                         -------          --------         ---------         ---------

Income Before Extraordinary
     Loss and Minority Interests                           5,889             7,084            20,240           17,786
Extraordinary Loss (related to early retirement
     of debt, net of tax benefit)                              -                 -                -            (3,316)
                                                         -------          --------         ---------        ---------

Income Before Minority Interest                            5,889             7,084            20,240           14,470
Minority Interests                                          (708)           (1,167)           (3,286)          (2,529)
                                                         --------         --------         ----------       ---------

Net Income and Comprehensive Income                        5,181             5,917            16,954           11,941

Preferred Dividends Declared                                (123)             (123)             (370)            (370)
                                                         -------          --------         ---------        ---------

Net Income Available for Common Shares                $    5,058          $  5,794         $  16,584        $  11,571
                                                         =======          ========         =========        =========

Basic Net Income Per Common Share
     Income Before Extraordinary Loss                 $     4.60          $   5.27         $   15.08        $   13.53
     Extraordinary Loss                                        -                 -                 -            (3.01)
                                                         -------          --------         ---------        ---------
                                                      $     4.60          $   5.27         $   15.08        $   10.52
                                                         =======          ========         =========        =========
Diluted Net Income Per Common Share

     Income Before Extraordinary Loss                 $     4.60          $   5.20         $   15.08        $   13.33
     Extraordinary Loss                                        -                 -                 -            (2.96)
                                                         -------          --------         ---------        ---------
                                                      $     4.60          $   5.20         $   15.08        $   10.37
                                                         =======          ========         =========        =========
</TABLE>

         The accompanying notes are an integral part of these condensed
consolidated financial statements.


                                      -4-

<PAGE>
                     SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                     Nine Months Ended
                                                                      September 30,
                                                                 --------------------------
                                                                 2000                  1999
                                                                 ----                  ----
<S>                                                            <C>                   <C>
Cash Flows from Operating Activities
     Income before minority interests                            $  20,240           $    14,470
     Adjustments to reconcile net income to net cash:
         Depreciation and amortization                              23,402                20,779
         Deferred income taxes                                         833                 3,404
         Equity in earnings of investees                              (516)                 (112)
         Loss on replacement of cable distribution system            1,261                   472
         Deferred financing amortization                               828                   642
         Imputed deferred compensation                                   -                    76
         Deferred financing expense write-off                            -                 2,556
         Curtailment gain                                                -                (2,299)

     Changes in assets and liabilities:
         Increase in accounts receivable, net                         (845)               (7,673)
         Increase in other current assets                             (910)                 (493)
         Increase in interest receivable from parent                (5,013)               (2,708)
         Decrease in accounts payable                               (2,134)                 (810)
         Increase in accrued interest                                3,772                 4,069
         Increase in accrued income taxes                            2,397                 1,714
         Increase in accrued ESOP benefits cost                      5,558                 3,791
         Increase in other accrued expenses                          6,473                 4,704
         Increase in other liabilities                               1,356                     -
                                                                   ---------              -------
              Net cash provided by operating activities             56,702                42,582
                                                                   ---------              -------

Cash Flows from Investing Activities

     Purchase of property, plant and equipment, net                (25,758)              (21,737)
     Purchase of radio assets                                     (113,155)                    -
     Purchase of other assets                                       (1,251)                    -
     Increase in investments, other assets and intangible assets    (2,707)                 (164)
     Purchase of cable assets                                       (3,783)              (32,400)
     Loan to Susquehanna Pfaltzgraff Co.                                 -              (116,850)
     Partnership capital contribution                                    -                (1,400)
                                                                  ---------             ---------
              Net cash used by investing activities               (146,654)             (172,551)
                                                                  ---------             ---------

Cash Flows from Financing Activities
     Increase in revolving credit borrowing                         90,900                60,000
     Payments of preferred dividends                                  (370)                 (370)
     Non-voting subsidiary common stock transactions                   502                    13
     Proceeds from long-term debt                                        -               350,000
     Repayment of refinanced debt                                        -              (272,600)
     Payment of deferred financing costs                                 -                (7,805)
                                                                 ---------              ---------
              Net cash provided by financing activities             91,032               129,238
                                                                 ---------              ---------

Net Increase (Decrease) in Cash and Cash Equivalents                 1,080                  (731)

     Cash and Cash Equivalents, beginning                              639                 1,943
                                                                 ---------             ---------

     Cash and Cash Equivalents, ending                           $   1,719             $   1,212
                                                                 =========             =========

</TABLE>
         The accompanying notes are an integral part of these condensed
consolidated financial statements.

                                      -5-

<PAGE>
                     SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation

         Pursuant to the rules and regulations of the Securities and Exchange
Commission, the condensed consolidated interim financial statements included
herein have been prepared, without audit, by Susquehanna Media Co. (the
"Company"). The financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to the Form 10-Q and Regulation S-X. Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted; however, the Company believes that the disclosures are
adequate to make the information presented not misleading. The consolidated
financial statements included herein should be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's December 31, 1999 Annual Report on Form 10-K filed with the Securities
and Exchange Commission.

         The condensed consolidated financial statements (the "financial
statements") include the accounts of Susquehanna Media Co. and all its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated.

         In the opinion of management, the accompanying condensed consolidated
interim financial statements contain all material adjustments (consisting only
of normal recurring adjustments), necessary to present fairly the consolidated
financial position of the Company at September 30, 2000 and the results of its
operations for the three and nine months ended September 30, 2000 and 1999 and
its cash flows for the nine months ended September 30, 2000 and 1999.

         Interim results are not necessarily indicative of results for the full
year or future periods.

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2.       Recent Developments

         On July 20, 2000, pursuant to an Asset Purchase Agreement among
Susquehanna Radio Corp., a majority owned subsidiary of the Company, as
Purchaser, and Entercom Communications Corp., Entercom Kansas City, LLC and
Entercom Kansas City License, LLC, as Sellers, the Company acquired, in
consideration of the payment of $113.2 million, the assets of Kansas City radio
stations KCMO-AM, KCMO-FM and KCFX-FM. Radio broadcast rights for the Kansas
City Chiefs NFL franchise through the 2002 football season were included in the
purchase. The Company's existing credit facilities were used to finance the
acquisition. The acquisition was accounted for as a purchase and the results of
operations were included in Media's operations since July 20, 2000. The
allocation of the purchase price was $3.6 million to property, plant and
equipment and $109.6 to intangibles.

         On April 28, 2000, the Federal Communications Commission (FCC) issued a
Report and Order which approved the Company's Petition for Rule Making to create
a new FM signal, in College Park, GA that would permit WHMA-FM to relocate and
serve the Atlanta Metro Area. The Company submitted an application for a

                                      -6-
<PAGE>

construction permit on July 14, 2000. As described in the original purchase
agreement, the Company must pay WHMA-FM's former owners $10 million within six
months after the construction permit becomes a final order or on the FCC's
granting of program test authority, whichever first occurs. On June 16, 2000, a
Petition for Reconsideration was filed with the FCC by another applicant. The
outcome of, or any delay or impact resulting from, such Petition for
Reconsideration cannot be determined at this time. As a result, the additional
payment has not been accrued as of September 30, 2000. The Company expects to
use its existing senior credit facilities to fund this payment.

         On April 10, 2000, Susquehanna Pfaltzgraff Co.'s (the Company's parent)
Board of Directors changed the method of determining the repurchase value for
Susquehanna Radio Corp's Employee Stock Plan and Susquehanna Cable Co.'s (SCC's)
Performance Share Plan. Over a period beginning July 1, 2000 through April 1,
2002, repurchase values for both plans will transition to fair values based upon
Susquehanna Pfaltzgraff Co.'s annual independent ESOP valuation. SCC's
Performance Share Plan is a non-qualified deferred compensation plan. Based on
values used in the December 31, 1999 ESOP valuation, compensation expense of
$3.0 million was recognized in July 2000 for the increase in performance share
value. On July 1, 2000, repurchase values became based one-third on fair value
and two-thirds on the previous formula value. On April 1, 2001, repurchase
values will be based two-thirds on fair value and one-third on the previous
formula value. On April 1, 2002 and thereafter, repurchase values will be based
on fair values for Radio and Cable as determined by the Parent's annual
independent ESOP valuation.

3.       Segment Information

         The Company's business units have separate management teams and
infrastructures that offer different products and services. The business units
have been aggregated into three reportable segments; Radio, Cable and Other.
These business segments are consistent with the Company's management of these
businesses and its financial reporting structure. Accounting policies, as
described in the Company's most recent audited financial statements, are applied
consistently across all segments. The Cable segment recognized $1.9 million and
the Other segment recognized $1.1 million compensation expense related to the
change in repurchase value of performance shares.

Segment information (in thousands of dollars) follows:

<TABLE>
<CAPTION>

                                                             Radio        Cable          Other       Consolidated
                                                             -----        -----          -----       ------------
<S>                                                      <C>            <C>           <C>            <C>

      For the Three Months Ended September 30, 2000
      Operating income (loss)                             $   17,211     $   2,713     $   (1,245) $   18,679
      Interest expense, net                                    2,918         3,861          3,768      10,547
      Depreciation and amortization                            2,795         5,449            199       8,443
      Income (loss) before income taxes                       13,902        (1,149)        (2,812)      9,941
      Provision (benefit) for  income taxes                    5,464          (395)        (1,017)      4,052
      Identifiable assets                                    334,895       188,008        132,723     655,626
      Capital expenditures                                     1,106         7,298            234       8,638

      For the Three Months Ended September 30, 1999
      Operating income                                        14,779         3,955            366      19,100
      Interest expense, net                                    1,616         3,082          3,582       8,280
      Depreciation and amortization                            1,924         4,933            159       7,016
      Income (loss) before income taxes                       13,198           342         (1,391)     12,149
      Provision (benefit) for income taxes                     5,256             3           (194)      5,065
      Identifiable assets                                    217,685       177,697        127,917     523,299
      Capital expenditures                                       788         8,067             94       8,949
</TABLE>

                                      -7-
<PAGE>

<TABLE>
<CAPTION>
<S>                                                       <C>             <C>          <C>          <C>
    For the Nine Months Ended September 30, 2000
      Operating income (loss)                             $   48,263      $  8,779     $      (42)  $  57,000
      Interest expense, net                                    5,248        10,614         10,845      26,707
      Depreciation and amortization                            6,678        16,266            458      23,402
      Income (loss) before income taxes                       42,621        (3,096)        (5,357)     34,168
      Provision (benefit) for  income taxes                   16,751        (1,065)        (1,758)     13,928
      Identifiable assets                                    334,895       188,008        132,723     655,626
      Capital expenditures                                     2,806        22,515            437      25,758

      For the Nine Months Ended September 30, 1999
      Operating income                                        34,489        11,119            652      46,260
      Interest expense, net                                    4,958         8,654          6,674      20,286
      Depreciation and amortization                            5,968        14,308            503      20,779
      Income (loss) before income taxes                       31,305         2,359         (3,197)     30,467
      Provision (benefit) for income taxes                    12,509         1,354         (1,182)     12,681
      Identifiable assets                                    217,685       177,697        127,917     523,299
      Capital expenditures                                     2,165        18,244          1,328      21,737

</TABLE>

4.       Note Receivable From Parent

         In connection with the formation of Susquehanna Pfaltzgraff Co.'s (the
Parent's) ESOP, the Company made a $116.9 million twenty-year loan to its Parent
at a 6% interest rate on May 12, 1999. The loan is repayable in twenty annual
installments of $9,977,000 principal and interest due beginning on December 30,
1999. The Parent made its first payment of $9,977,000 on December 30, 1999.

5.       Contingencies and Commitments

         An unrelated cable television Multiple System Operator (MSO) purchased
a 14.9% interest in Susquehanna Cable Co. and a 17.75% interest in each of
Susquehanna Cable Co.'s cable television operating subsidiaries in 1993. On
January 18, 2000, the MSO was acquired by an unrelated company. Cable
programming formerly acquired through the MSO will cost approximately $1.9
million more in 2000 due to the ownership change.

         The MSO may offer to purchase the Company's interest in its cable
television operations. The Company must either accept or reject an offer within
sixty days. If the Company rejects the offer, the MSO may require the Company to
repurchase the MSO's holdings at the offer price plus a fee equal to 3% of the
MSO's $25 million investment, compounded annually from 1993.

         If the MSO does not offer to purchase the Company's cable television
operations by December 1, 2000, the Company may elect to pay the MSO a fee equal
to 1.5% of the MSO's $25 million investment compounded annually from 1993 and
avoid any further fee obligation. No liability has been recorded due to the
uncertainty of future events.

         On April 22, 1999, the MSO was granted a three year "Put Right." After
an eighteen-month holding period beginning May 12, 1999, the MSO may require the
Company to repurchase its ownership interest at a price to be determined by
independent appraisers. The "Put Right" may not be exercised if exercise would
create default under certain debt agreements. If the "Put Right" is exercised,
the Company may, at its sole discretion and in lieu of acquiring the MSO's
ownership interests, sell Cable and pay the MSO its pro rata share of net
proceeds.


                                      -8-

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

Cautionary Note Regarding Forward-Looking Statements

         Some of the statements in this Form 10-Q/A, as well as statements made
by the Company in filings with government regulatory bodies, including the
Securities and Exchange Commission, and in periodic press releases and other
public comments and communications, constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Certain, but not necessarily all, of such forward-looking statements can be
identified by the use of forward-looking terminology, such as "believes,"
"expects," "may," "will," "should," "approximately," or "anticipates" or the
negative thereof or other variations thereof or comparable terminology, or by
discussion of strategies, each of which involves risks and uncertainties. All
statements other than of historical facts included herein or therein, including
those regarding market trends, the Company's financial position, business
strategy, projected plans and objectives of management for future operations,
are forward-looking statements. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results or performance of the Company to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. Such factors include, but are not limited to, general economic and
business conditions (both nationally and in the Company's markets), acquisition
opportunities, expectations and estimates concerning future financial
performance, the possibly material impact and timing of compensation expenses
related to changes in performance share values and the change in value of
minority interests subject to required repurchase, the Company's ability to
successfully integrate acquired businesses or properties and realize anticipated
benefits of such acquisitions, financing plans and access to adequate capital on
favorable terms, the Company's ability to service its outstanding indebtedness,
the impact of competition, existing and future regulations affecting the
Company's business, nonrenewal of cable franchises, advances in technology and
the ability of the Company to adapt to such advances, decreases in the Company's
customers advertising and entertainment expenditures and other factors over
which the Company may have little or no control.

Results of Operations

         The following table summarizes the Company's consolidated historical
results of operations and consolidated historical results of operations as a
percentage of revenues for the three and nine months ended September 30, 2000
and 1999.
<TABLE>
<CAPTION>

                                               Three months ended September 30,              Nine months ended September 30,
                                                  2000                  1999                    2000                  1999
                                                  ----                  ----                    ----                  ----
<S>                                        <C>       <C>          <C>       <C>       <C>          <C>       <C>        <C>
Revenues
     Radio                                  $ 57.4     69.7%      $ 49.3     69.0%     $ 159.8     68.6%     $131.5     67.6%
     Cable                                    23.5     28.5%        21.3     29.8%        68.8     29.6%       60.8     31.2%
     Other                                     1.6      1.8%         0.8      1.2%         4.3      1.8%        2.3      1.2%
                                            ------    ------      ------    ------      ------    ------      ------    ------
         Total revenues                       82.5    100.0%        71.4    100.0%       232.9    100.0%      194.6    100.0%
                                            ------    ------      ------    ------      ------    ------      ------    ------
Operating expenses
     Operating and programming                29.9     36.3%        25.3     35.4%        82.9     35.6%       70.1     36.0%
     Selling, general and
         administrative                       25.5     30.8%        20.0     28.0%        69.6     29.9%       57.4     29.5%
     Depreciation and amortization             8.4     10.2%         7.0      9.8%        23.4     10.1%       20.8     10.7%
                                            ------    ------      ------    ------      ------    ------     ------    ------
         Total operating expenses             63.8     77.3%        52.3     73.2%       175.9     75.6%      148.3     76.2%
                                            ------    ------      ------    ------      ------    ------     ------    ------

Operating income                            $ 18.7     22.7%      $ 19.1     26.8%     $  57.0     24.4%      $46.3     23.8%
                                            ======    ======      ======    ======      ======    ======     ======     =====

Net income                                  $  5.2      6.3%      $  5.9      8.3%     $  17.0      7.3%      $11.9      6.1%
                                            ======    ======      ======    ======      ======    ======     ======     =====

Adjusted EBITDA                             $ 29.3     35.6%      $ 27.5     38.5%     $  86.4     37.1%      $70.8     36.4%
                                            ======    ======      ======    ======      ======    ======      ======     =====

</TABLE>
                                      -9-
<PAGE>


Three Months Ended September 30, 2000 Compared to the Three Months Ended
September 30, 1999

         Revenues. Revenues increased $11.1 million or 16% from 1999 to 2000.
Radio revenues increased $8.1 million or 16% from 1999 to 2000. Radio's revenue
growth was primarily due to higher advertising rates. Revenues from the Kansas
City acquisition were $2.9 million. Cable revenues increased $2.2 million or 10%
from 1999 to 2000. Cable's revenue growth was due to basic service rate
increases.

         Operating income. Operating income decreased $0.4 million or 2% from
1999 to 2000, including the $3.0 million charge for revaluation of the Cable
performance shares (See Note 2 to Condensed Consolidated Financial Statements).
Radio operating income for the third quarter was $17.2 million, a $2.4 million
or 16% increase over third quarter 1999. Improved Radio operating income was
driven by increased revenues. The newly acquired Kansas City radio stations
incurred a $0.3 million operating loss during the quarter. Cable operating
income for the third quarter was $2.7 million, a $1.3 million or 33% decrease
from the third quarter 1999. Cable's $1.9 million charge for the revaluation of
performance shares, increased programming costs and higher Cable depreciation
more than offset revenue gains. The Other segment recognized a $1.1 million
compensation charge related to performance share revaluation during the period.

         Net income. Net income decreased $0.7 million or 12% from 1999 to 2000.
Increases in revenue were more than offset by the $3.0 million charge for the
revaluation of the Cable performance shares and higher interest expense.

         Depreciation and amortization. Depreciation and amortization increased
$1.4 million or 20% from 1999 to 2000. Approximately $0.8 million of the
increase was due to the $113.2 million Kansas City radio stations acquisition.
Completed phases of cable system rebuilds and equipment to provide digital
services and cable modem access were responsible for the balance of the
increase.

         Adjusted EBITDA. Adjusted EBITDA is defined as net income before income
taxes, extraordinary items, interest expense, interest income, depreciation and
amortization, employee stock ownership plan expense, minority interest and any
gain or loss on the disposition of assets. Adjusted EBITDA increased $1.9
million or 7% from 1999 to 2000. Radio's Adjusted EBITDA was $21.3 million, a
$3.5 million or 20% improvement over third quarter 1999. The increase in Radio's
Adjusted EBITDA was the result of higher advertising rates, which were not
accompanied by relatively higher expenses. The Kansas City radio station's
Adjusted EBITDA was $0.1 million. Cable's Adjusted EBITDA was $8.6 million, a
decrease of $0.5 million or 5% from 1999. The $1.9 million compensation charge
for the revaluation of the Cable performance shares and higher programming costs
caused the decrease.

         The Company believes that Adjusted EBITDA provides a meaningful
comparison of operating performance because it is commonly used in the radio and
cable television industries to analyze and compare radio and cable television
companies on the basis of operating performance, leverage and liquidity.
Although the Company believes the calculation is helpful in understanding its
performance, Adjusted EBITDA should not be considered a substitute for net
income or cash flow as indicators of the Company's financial performance or its
ability to generate liquidity. Adjusted EBITDA as presented may not be
comparable to other similarly titled measures used by other companies.

         Interest expense. Interest expense increased $2.2 million or 27% from
1999 to 2000, due to additional debt incurred for the Kansas City acquisition
and increased interest rates. The Kansas City radio stations acquisition
increased interest expense by approximately $2.0 million during the current
period. The average interest rate on the Company's credit facility was 8.8% and
8.3% for the three month periods ended September 30, 2000 and 1999,
respectively.

                                      -10-

<PAGE>


Nine Months Ended September 30, 2000 Compared to the Nine Months Ended
September 30, 1999

         Revenues. Revenues increased $38.3 million or 20% from 1999 to 2000.
Radio revenues increased $28.3 million or 22% from 1999 to 2000. Radio's revenue
growth was primarily due to higher advertising rates. The Kansas City radio
station acquisition increased revenues by $2.9 million. Cable revenues increased
$8.0 million or 13% from 1999 to 2000. Basic service rate increases provided the
Cable revenue growth for the nine months.

         Operating income. Operating income increased $10.7 million or 23% from
1999 to 2000 despite a $3.0 million compensation expense related to revaluation
of Cable performance shares (See Note 2 to the Condensed Consolidated Financial
Statements). Radio operating income for the nine months was $48.3 million, a
$13.8 million or 40% increase over same period 1999. Improved Radio operating
income was driven by higher revenues. Cable operating income for the nine months
was $8.8 million, a $2.3 million or a 21% decrease from the same period in 1999.
Cable's $1.9 million charge for revaluation of performance shares, higher
depreciation and higher programming costs caused the decrease. The Other segment
recognized a $1.1 million compensation charge related to revaluation of Cable
performance shares.

         Net income. Net income for the nine months 1999 included a $3.3 million
extraordinary loss and a $2.3 million pretax curtailment gain. Net income,
excluding these items, increased approximately $4.1 million or 32% from 1999 to
2000, despite the $3.0 million compensation charge for performance shares
revaluation, higher Cable programming costs, a $0.8 million greater loss on
replacement of cable distribution system and higher interest expense. Improved
results were achieved from operating income gains.

         Depreciation and amortization. Depreciation and amortization increased
$2.6 million or 13% from 1999 to 2000. Approximately $0.8 million of the
increase was due to the $113.2 million Kansas City radio stations acquisition.
Completed phases of cable system rebuilds and equipment to provide digital
services and cable modem access were responsible for the balance of the
increase.

         Adjusted EBITDA. Adjusted EBITDA is defined as net income before income
taxes, extraordinary items, interest expense, interest income, depreciation and
amortization, employee stock ownership plan expense, minority interest and any
gain or loss on the disposition of assets. Adjusted EBITDA increased $15.6
million or 22% from 1999 to 2000. Radio's Adjusted EBITDA was $59.3 million, a
$15.9 million or 37% improvement over 1999. The increase in Radio's Adjusted
EBITDA was the result of higher advertising rates, which were not accompanied by
relatively higher expenses. Cable's Adjusted EBITDA was $26.2 million, an
increase of $0.1 million over 1999. Basic service rate increases drove Cable's
improved Adjusted EBITDA overcoming the $1.9 million compensation charge for the
revaluation of the Cable performance Shares and higher programming costs.

         The Company believes that Adjusted EBITDA provides a meaningful
comparison of operating performance because it is commonly used in the radio and
cable television industries to analyze and compare radio and cable television
companies on the basis of operating performance, leverage and liquidity.
Although the Company believes the calculation is helpful in understanding its
performance, Adjusted EBITDA should not be considered a substitute for net
income or cash flow as indicators of the Company's financial performance or its
ability to generate liquidity. Adjusted EBITDA as presented may not be
comparable to other similarly titled measures used by other companies.

         Interest expense. Interest expense increased $6.4 million or 32% from
1999 to 2000. In May 1999, the Company borrowed $116.9 million under its
existing credit facilities and loaned the proceeds to its Parent. The nine
months

                                      -11-
<PAGE>
ended September 30, 2000 includes interest on this borrowing over the entire
period. Interest expense related to the Kansas City radio station acquisition
was $2.0 million for the current period. The average interest rate on the
Company's senior credit facility was 8.6% and 7.6% for the nine month periods
ended September 30, 2000 and 1999, respectively.


Liquidity and Capital Resources

         The Company's primary sources of liquidity are cash flow from
operations and borrowings under its senior credit facilities. The Company's
future needs for liquidity arise primarily from capital expenditures, potential
acquisitions of radio stations and cable systems, potential repurchases of its
common stock, and interest payable on outstanding indebtedness and its senior
credit facilities.

         Net cash provided by operating activities was $56.7 million for the
nine months ended September 30, 2000. The Company's net cash provided by
operating activities was generated by normal operations.

         Net cash used by investing activities was $146.7 million for the nine
months ended September 30, 2000. Cash used by the Kansas City radio acquisition
was $113.2 million. Cable acquired subscribers adjacent to existing systems for
$3.8 million. Capital expenditures were $25.8 million and $21.7 million for the
nine months ended September 30, 2000 and 1999, respectively. Capital
expenditures were made to upgrade and maintain cable systems and to purchase
equipment necessary to launch new Cable product lines. The Company expects to
make capital expenditures of $35.0 million in 2000, of which $25.8 million has
been spent through September 30, 2000, primarily for cable systems upgrades. We
expect to use existing credit facilities to fund the cable systems upgrades.

         Net cash provided by financing activities was $91.0 million for the
nine months ended September 30, 2000, including an increase in the revolving
credit facility of $90.9 million. At September 30, 2000, the Company had $103.5
million borrowing availability under its senior credit facility.

         The Company believes that funds generated from operations and the
borrowing availability under its senior credit facility will be sufficient to
finance its current operations, its debt service obligations, and its planned
capital expenditures. From time to time, the Company evaluates potential
acquisitions of radio stations and cable television systems. In connection with
future acquisition opportunities, the Company may incur additional debt or issue
additional equity or debt securities depending on market conditions and other
factors. Unless otherwise noted in this Form 10-Q/A, the Company has no current
commitments or agreements with respect to any material acquisitions.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
This statement established accounting and reporting standards for derivatives
and hedging activities. Upon the adoption of SFAS No. 133, all derivatives are
required to be recognized in the statement of financial position as either
assets or liabilities and measured at fair value. In July 1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133 - an amendment of FASB
Statement No. 133" deferring the effective date for implementation of SFAS No.
133 to fiscal years beginning after June 15, 2000. The Company has two zero-cost
interest rate collar agreements expiring in 2001 with an aggregate notional
amount of $50 million. The effect of these agreements limits the interest rate
exposure on the notional amount to between 7.5% and 8.0%, plus an applicable
margin. The Company is finalizing its implementation plan for January 1, 2001.

          In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin, SAB 101, Revenue Recognition in Financial
Statements, as amended, with an effective date of October 1, 2000, which
summarizes the SEC's views on applying generally accepted accounting principles
to revenue recognition. Management believes this SEC Staff Accounting Bulletin
will not have a material impact on these condensed consolidated financial
statements.

                                      -12-
<PAGE>
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We monitor and evaluate changes in market conditions on a regular
basis. Based upon the most recent review, management has determined that there
have been no material developments affecting market risk since the filing of the
Company's December 31, 1999 Annual Report on Form 10-K filed with the Securities
and Exchange Commission.



                                      -13-
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         The Company is a party to various legal proceedings arising in the
ordinary course of business. In the opinion of management of the Company,
however, there are no legal proceedings pending against the Company likely to
have a material adverse effect on the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)    See Exhibit Index

(b) The Company filed a Form 8-K on August 2, 2000, as amended on October 3,
2000, concerning the acquisition of three Kansas City radio stations.

                                      -14-

<PAGE>

                                    SIGNATURE
                                    ---------

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


February 16, 2001                     SUSQUEHANNA MEDIA CO.


                                       By: /s/ John L. Finlayson
                                          -----------------------------------
                                          John L. Finlayson
                                          Vice President and Principal Financial
                                          and Accounting Officer


                                      -15-
<PAGE>




                                  EXHIBIT INDEX

Exhibit Number                    Description

   27                          Financial Data Schedule (for SEC use only)




                                      -16-