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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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, 2003

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
(State or other jurisdiction of
incorporation or organization) |  | 23-2722964
(I.R.S. Employer
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)

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

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.
YESþ       NO  o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YESo       NO  þ

As of November 12, 2003, there were 1,100,000 total shares of common stock,
$1.00 par value outstanding, all of which were owned by Susquehanna Pfaltzgraff
Co.





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SUSQUEHANNA MEDIA CO.
FORM 10-Q

TABLE OF CONTENTS

|                               |                                                                                               |  |                                                      |      |    |     | 
|------------------------------ | --------------------------------------------------------------------------------------------- |  | ---------------------------------------------------- | ---- | -- | --- | 
|PART I  FINANCIAL INFORMATION |                                                                                               |  | 2                                                    |     
|                               | Item 1. Financial Statements                                                                  |  |                                                      | 2    |   
|                               |                                                                                               |  | Condensed Consolidated Balance Sheets                |      |    | 2   | 
|                               |                                                                                               |  | Condensed Consolidated Statements of Operations      |      |    | 3   | 
|                               |                                                                                               |  | Condensed Consolidated Statements of Cash Flows      |      |    | 4   | 
|                               |                                                                                               |  | Notes to Condensed Consolidated Financial Statements |      |    | 5-8 | 
|                               | Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |  |                                                      | 9-14 |   
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  |                                                      | 14   |   
|                               | Item 4. Controls and Procedures                                                               |  |                                                      | 14   |   
|PART II  OTHER INFORMATION    |                                                                                               |  | 15                                                   |     
|                               | Item 6. Exhibits and Reports on Form 8-K                                                      |  |                                                      | 15   |   
|                               | Signature                                                                                     |  |                                                      |      | 16 |    





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PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)

|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              |  |        |  | 
|---------------------------------- | ------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------- | ------ |  | ------------- | ------- | ------------ |  | ------ |  | 
|                                   |                                                                                                                                 |                                      |                            |        |  | September 30, |         | December 31,
|                                   |                                                                                                                                 |                                      |                            |        |  | 2003          |         | 2002        
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |             
|                                   |                                                                                                                                 |                                      |                            |        |  | (Unaudited)   |         |              |  |       
|                                   |                                                                                                                                 |                                      |                            | ASSETS |  |               |         |              |  |        |  | 
|Current Assets                     |                                                                                                                                 |                                      |                            |        |  |               |         |             
|                                   | Cash and cash equivalents                                                                                                       |                                      | $                          | 1,559  |  |               | $       |             | 
|                                   | Accounts receivable, net                                                                                                        |                                      |                            | 51,803 |  |               |         | 49,678       | 
|                                   | Interest receivable from Parent                                                                                                 |                                      |                            | 5,260  |  |               |         |             | 
|                                   | Deferred income taxes                                                                                                           |                                      |                            | 6,986  |  |               |         | 6,889        | 
|                                   | Current portion of note receivable from Parent                                                                                  |                                      |                            | 4,422  |  |               |         | 4,422        | 
|                                   | Other current assets                                                                                                            |                                      |                            | 5,011  |  |               |         | 5,212        | 
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 
|                                   |                                                                                                                                 |                                      | Total Current Assets       |        |  | 75,041        |         |              |  | 66,201 | 
|Property, Plant and Equipment, net |                                                                                                                                 |                                      | 156,445                    |        |  |               | 153,644 |             
|Intangible Assets, net             |                                                                                                                                 |                                      | 404,194                    |        |  |               | 387,883 |             
|Notes Receivable from Parent       |                                                                                                                                 |                                      | 109,641                    |        |  |               | 109,641 |             
|Investments and Other Assets       |                                                                                                                                 |                                      | 39,425                     |        |  |               | 29,158  |             
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 
|                                   |                                                                                                                                 | $                                    | 784,746                    |        |  | $             | 746,527 |             
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 
|                                   |                                                                                                                                 | LIABILITIES AND STOCKHOLDERS EQUITY |                            |        |  |               |         |              |  |       
|Current Liabilities                |                                                                                                                                 |                                      |                            |        |  |               |         |             
|                                   | Cash overdrafts                                                                                                                 |                                      | $                          |       |  |               | $       | 849          | 
|                                   | Accounts payable                                                                                                                |                                      |                            | 11,363 |  |               |         | 13,035       | 
|                                   | Current portion of long-term debt                                                                                               |                                      |                            | 20,034 |  |               |         | 17,032       | 
|                                   | Accrued interest                                                                                                                |                                      |                            | 10,196 |  |               |         | 2,484        | 
|                                   | Accrued income taxes                                                                                                            |                                      |                            | 14,525 |  |               |         | 9,761        | 
|                                   | Deferred income                                                                                                                 |                                      |                            | 1,392  |  |               |         | 1,022        | 
|                                   | Accrued employee-related costs                                                                                                  |                                      |                            | 20,916 |  |               |         | 12,757       | 
|                                   | Accrued franchise and licensing fees                                                                                            |                                      |                            | 2,245  |  |               |         | 3,676        | 
|                                   | Contract fee payable                                                                                                            |                                      |                            |       |  |               |         | 10,000       | 
|                                   | Other accrued expenses                                                                                                          |                                      |                            | 6,943  |  |               |         | 6,536        | 
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 
|                                   |                                                                                                                                 |                                      | Total Current Liabilities  |        |  | 87,614        |         |              |  | 77,152 | 
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 
|Long-term Debt                     |                                                                                                                                 |                                      | 504,330                    |        |  |               | 504,105 |             
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 
|Other Liabilities                  |                                                                                                                                 |                                      | 15,214                     |        |  |               | 17,172  |             
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 
|Deferred Income Taxes              |                                                                                                                                 |                                      | 63,282                     |        |  |               | 57,152  |             
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 
|Minority Interests                 |                                                                                                                                 |                                      | 65,513                     |        |  |               | 66,887  |             
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 
|Stockholders Equity               |                                                                                                                                 |                                      |                            |        |  |               |         |             
|                                   | Preferred stock  voting, 7% cumulative
with $100 par value, authorized
110,000 shares, 70,449.21 shares 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                                                                                                               |                                      |                            | 40,643 |  |               |         | 15,909       | 
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 
|                                   |                                                                                                                                 |                                      | Total Stockholders Equity |        |  | 48,793        |         |              |  | 24,059 | 
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 
|                                   |                                                                                                                                 | $                                    | 784,746                    |        |  | $             | 746,527 |             
|                                   |                                                                                                                                 |                                      |                            |        |  |               |         |              | 

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

2



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SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)

|                                                  |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |         |         | 
|------------------------------------------------- | ----------------------------------- | ------------------------ | ------ | -------------------- | ------ | ------------------- | ------ | ---------- | ------ | ---- | ------ | ------- | ------- | ---------- | ------ | ------- | ------- | 
|                                                  |                                     |                          |        | For the Three Months |        | For the Nine Months
|                                                  |                                     |                          |        | Ended September 30,  |        | Ended September 30,
|                                                  |                                     |                          |        |                      |        |                    
|                                                  |                                     |                          |        | 2003                 |        | 2002                |        | 2003       |        | 2002
|                                                  |                                     |                          |        |                      |        |                     |        |            |        |     
|                                                  |                                     |                          |        |                      |        |                     |        | (Restated) |        |      |        |         |         | (Restated)
|Revenues                                          |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |        
|                                                  | Radio                               |                          | $      | 61,743               |        |                     | $      | 59,529     |        |      | $      | 169,227 |         |            | $      | 157,391 |        
|                                                  | Cable                               |                          |        | 34,719               |        |                     |        | 31,320     |        |      |        | 101,746 |         |            |        | 90,790  |        
|                                                  | Internet and other                  |                          |        | 2,535                |        |                     |        | 2,281      |        |      |        | 7,602   |         |            |        | 7,220   |        
|                                                  |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |        
|                                                  |                                     | Total revenues           |        |                      | 98,997 |                     |        |            | 93,130 |      |        |         | 278,575 |            |        |         | 255,401 | 
|                                                  |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |        
|Operating Expenses                                |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |        
|                                                  | Operating and programming           |                          |        | 37,762               |        |                     |        | 35,891     |        |      |        | 106,608 |         |            |        | 98,464  |        
|                                                  | Selling                             |                          |        | 10,584               |        |                     |        | 10,637     |        |      |        | 30,269  |         |            |        | 29,860  |        
|                                                  | General and administrative          |                          |        | 18,462               |        |                     |        | 16,438     |        |      |        | 52,433  |         |            |        | 51,888  |        
|                                                  | Radio Employee Stock Plan           |                          |        |                     |        |                     |        |           |        |      |        |        |         |            |        | 17,065  |        
|                                                  | Depreciation and amortization       |                          |        | 7,715                |        |                     |        | 7,907      |        |      |        | 22,573  |         |            |        | 21,164  |        
|                                                  |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |        
|                                                  |                                     | Total operating expenses |        |                      | 74,523 |                     |        |            | 70,873 |      |        |         | 211,883 |            |        |         | 218,441 | 
|                                                  |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |        
|Operating Income                                  |                                     |                          | 24,474 |                      |        |                     | 22,257 |            |        |      | 66,692 |         |         |            | 36,960 |        
|Other Income (Expense)                            |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |        
|                                                  | Interest expense                    |                          |        | (8,039               | )      |                     |        | (7,132     | )      |      |        | (22,549 | )       |            |        | (21,992 | )      
|                                                  | Interest income from loan to Parent |                          |        | 1,744                |        |                     |        | 1,806      |        |      |        | 5,171   |         |            |        | 5,357   |        
|                                                  | Other                               |                          |        | (72                  | )      |                     |        | (605       | )      |      |        | (596    | )       |            |        | (1,051  | )      
|                                                  |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |        
|Income Before Income Taxes and Minority Interests |                                     |                          | 18,107 |                      |        |                     | 16,326 |            |        |      | 48,718 |         |         |            | 19,274 |        
|Provision for Income Taxes                        |                                     |                          | 6,794  |                      |        |                     | 6,207  |            |        |      | 18,445 |         |         |            | 13,807 |        
|                                                  |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |        
|Income Before Minority Interests                  |                                     |                          | 11,313 |                      |        |                     | 10,119 |            |        |      | 30,273 |         |         |            | 5,467  |        
|Minority Interests                                |                                     |                          | (1,121 | )                    |        |                     | (703   | )          |        |      | (5,169 | )       |         |            | (2,315 | )      
|                                                  |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |        
|Net Income                                        |                                     |                          | 10,192 |                      |        |                     | 9,416  |            |        |      | 25,104 |         |         |            | 3,152  |        
|Preferred Dividends Declared                      |                                     |                          | (123   | )                    |        |                     | (123   | )          |        |      | (370   | )       |         |            | (370   | )      
|                                                  |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |        
|Net Income Available for Common Shares            |                                     | $                        | 10,069 |                      |        | $                   | 9,293  |            |        | $    | 24,734 |         |         | $          | 2,782  |        
|                                                  |                                     |                          |        |                      |        |                     |        |            |        |      |        |         |         |            |        |         |        

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

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SUSQUEHANNA MEDIA CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

|                                          |                                                             |                                                  |                                           |          |                           |        |       |         |            |        | 
|----------------------------------------- | ----------------------------------------------------------- | ------------------------------------------------ | ----------------------------------------- | -------- | ------------------------- | ------ | ----- | ------- | ---------- | ------ | 
|                                          |                                                             |                                                  |                                           |          | For The Nine Months Ended
|                                          |                                                             |                                                  |                                           |          | September 30,            
|                                          |                                                             |                                                  |                                           |          |                          
|                                          |                                                             |                                                  |                                           |          | 2003                      |        | 2002 
|                                          |                                                             |                                                  |                                           |          |                           |        |      
|                                          |                                                             |                                                  |                                           |          |                           |        |       |         | (Restated)
|Cash Flows from Operating Activities      |                                                             |                                                  |                                           |          |                           |        |       |        
|                                          | Net income                                                  |                                                  | $                                         | 25,104   |                           |        | $     | 3,152   |           
|                                          | Adjustments to reconcile net income to net cash:            |                                                  |                                           |          |                           |        |       |         |           
|                                          |                                                             | Depreciation and amortization                    |                                           |          | 22,573                    |        |       |         | 21,164     |       
|                                          |                                                             | Deferred income taxes                            |                                           |          | 6,033                     |        |       |         | 8,519      |       
|                                          |                                                             | Minority interests                               |                                           |          | 5,169                     |        |       |         | 2,315      |       
|                                          |                                                             | Radio Employee Stock Plan                        |                                           |          |                          |        |       |         | 17,065     |       
|                                          |                                                             | Equity in losses of investees                    |                                           |          | 439                       |        |       |         | 507        |       
|                                          |                                                             | Deferred financing amortization                  |                                           |          | 822                       |        |       |         | 1,005      |       
|                                          | Changes in assets and liabilities:                          |                                                  |                                           |          |                           |        |       |         |           
|                                          |                                                             | Increase in accounts receivable, net             |                                           |          | (2,125                    | )      |       |         | (4,426     | )     
|                                          |                                                             | Decrease (increase) in other current assets      |                                           |          | 201                       |        |       |         | (727       | )     
|                                          |                                                             | Increase in interest receivable from Parent      |                                           |          | (5,260                    | )      |       |         | (5,357     | )     
|                                          |                                                             | Increase (decrease) in accounts payable          |                                           |          | (1,672                    | )      |       |         | 6,345      |       
|                                          |                                                             | Increase in accrued interest                     |                                           |          | 7,712                     |        |       |         | 779        |       
|                                          |                                                             | Increase in accrued income taxes                 |                                           |          | 4,764                     |        |       |         | 5,695      |       
|                                          |                                                             | Increase in other accrued expenses               |                                           |          | 7,505                     |        |       |         | 6,699      |       
|                                          |                                                             | Increase (decrease) in other liabilities         |                                           |          | (1,958                    | )      |       |         | 3,474      |       
|                                          |                                                             |                                                  |                                           |          |                           |        |       |        
|                                          |                                                             |                                                  | Net cash provided by operating activities |          |                           | 69,307 |       |         |            | 66,209 | 
|                                          |                                                             |                                                  |                                           |          |                           |        |       |        
|Cash Flows from Investing Activities      |                                                             |                                                  |                                           |          |                           |        |       |        
|                                          | Purchase of property, plant and equipment, net              |                                                  |                                           | (23,495  | )                         |        |       | (15,301 | )         
|                                          | Acquisitions                                                |                                                  |                                           | (28,190  | )                         |        |       | (71,671 | )         
|                                          | Deposit on Cable acquisition                                |                                                  |                                           | (10,000  | )                         |        |       |        |           
|                                          | Increase in investments, other assets and intangible assets |                                                  |                                           | (1,551   | )                         |        |       | (81     | )         
|                                          |                                                             |                                                  |                                           |          |                           |        |       |        
|                                          |                                                             | Net cash used by investing activities            |                                           |          | (63,236                   | )      |       |         | (87,053    | )     
|                                          |                                                             |                                                  |                                           |          |                           |        |       |        
|Cash Flows from Financing Activities      |                                                             |                                                  |                                           |          |                           |        |       |        
|                                          | Increase (decrease) in revolving credit borrowings          |                                                  |                                           | (134,000 | )                         |        |       | 44,600  |           
|                                          | Long-term borrowing                                         |                                                  |                                           | 150,000  |                           |        |       |        |           
|                                          | Repayment of long-term debt                                 |                                                  |                                           | (12,750  | )                         |        |       | (4,500  | )         
|                                          | Decrease in cash overdraft                                  |                                                  |                                           | (849     | )                         |        |       | (2,687  | )         
|                                          | Payment of preferred dividends                              |                                                  |                                           | (370     | )                         |        |       | (370    | )         
|                                          | Radio Employee Stock Plan repurchases                       |                                                  |                                           | (6,543   | )                         |        |       | (14,131 | )         
|                                          |                                                             |                                                  |                                           |          |                           |        |       |        
|                                          |                                                             | Net cash provided (used) by financing activities |                                           |          | (4,512                    | )      |       |         | 22,912     |       
|                                          |                                                             |                                                  |                                           |          |                           |        |       |        
|Net Increase in Cash and Cash Equivalents |                                                             |                                                  | 1,559                                     |          |                           |        | 2,068 |        
|Cash and Cash Equivalents, beginning      |                                                             |                                                  |                                          |          |                           |        |      |        
|                                          |                                                             |                                                  |                                           |          |                           |        |       |        
|Cash and Cash Equivalents, ending         |                                                             | $                                                | 1,559                                     |          |                           | $      | 2,068 |        
|                                          |                                                             |                                                  |                                           |          |                           |        |       |         |           

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

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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 or Media). The financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
(GAAP) 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 accounting principles generally accepted in the United States have been
condensed or omitted; however, Media 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 Medias Annual Report on
Form 10-K for the year ended December 31, 2002 filed with the Securities and
Exchange Commission. The statement of operations for the three and nine months
ended September 30, 2002 and the statement of cash flows for the nine months
ended September 30, 2002 reflect restated amounts as disclosed in the Form
10-K.

The condensed consolidated financial statements (the financial
statements) include the accounts of Media 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 Medias
consolidated financial position at September 30, 2003 and the results of its
operations for the three and nine months ended September 30, 2003 and 2002 and
its cash flows for the nine months ended September 30, 2003 and 2002.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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.

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

2. Recent Developments

New Borrowing

On April 23, 2003, Media issued $150.0 million of 7.375% Senior
Subordinated Notes (Notes) due in 2013 at par. Interest is payable
semi-annually, commencing October 15, 2003. The $148.3 million net proceeds
were immediately used to pay down Medias existing revolving credit facility.
In June 2003, the Notes were exchanged for Senior Subordinated Exchange Notes,
with the same terms and maturity, that were registered with the Securities and
Exchange Commission.

Acquisition, Commitments and Relocations

On July 10, 2003, Media signed a purchase agreement with RCN Telecom
Services, Inc. to acquire the assets of a cable system serving Carmel, New York
for $120.0 million cash. The cable system serves approximately 29,800 video
subscribers. The agreement contemplates that the cable facilities will be
fully upgraded to 750 MHz and two-way capable before the first quarter 2004
anticipated closing. The system is currently providing digital video,
residential high-speed Internet access and circuit switched telephony over the
rebuilt areas of the cable system. Existing debt facilities, which were
utilized for the $10 million deposit made on July 10, 2003, are expected to
provide the remaining funding for the acquisition.

On August 1, 2003, Media purchased certain assets of WSOX-FM, an Oldies
radio station, licensed to Red Lion, Pennsylvania from Lancaster-York
Broadcasting, LLC for $23.0 million cash. Existing credit facilities funded
the acquisition. Based on a preliminary valuation, approximately $22.8 million
of the purchase price has been allocated to intangible assets with indefinite
lives. A final purchase price allocation will be completed before year-end.

5



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Effective June 30, 2003, Media purchased approximately 2,900 basic cable
subscribers and related assets serving Canton, Mississippi from Galaxy Cable,
Inc. for $5.2 million cash. Existing credit facilities were utilized to fund
the acquisition. The subscribers will be integrated into the existing Rankin
County operation after rebuild of the cable plant and headend elimination.
Media anticipates that rebuild and headend elimination costs will total $2.3
million over twelve months.

In February 2003, Medias Radio and Cable corporate management groups, the
York Cable system customer service and administrative staffs, and the Media
management group moved their offices to a York, Pennsylvania complex developed
by a related party. The offices are located in a Keystone Opportunity Zone.
Related capital expenditures totaled $5.9 million. Media will receive Keystone
Opportunity Zone benefits including certain Pennsylvania and local tax
abatements through 2010.

Intangible Assets

Media is
required to annually test the carrying value of goodwill and
intangible assets with indefinite lives for impairment. That
assessment will be performed as of December 31, 2003. Although
no triggering event has occurred through September 30, 2003,
certain operations with lower than expected operating results may be
identified as potentially impaired in that assessment.

Interest Rate Swap

At September 30, 2003, Media was party to an interest rate swap agreement,
which effectively changed $20.0 million of variable rate debt to fixed rate
debt. The effective fixed interest rate on the $20.0 million was 4.09% at
September 30, 2003. The interest rate swap was recorded at its fair value as
of September 30, 2003. Interest expense was increased by $0.1 million due to
swaps for the nine months ended September 30, 2003. Although Media has not
elected hedge accounting for this swap contract, hedge accounting may be
elected for future contracts.

Radio Employee Stock Plan

In May 2003, Susquehanna Radio Corp. (Radio) repurchased and retired
approximately $6.5 million of Class B common non-voting shares from former
and current employees. Existing credit facilities were utilized to fund the
repurchases. On August 15, 2003, Radio offered certain employees a 90 day
right to purchase approximately $1.1 million of Class B common non-voting
shares at the current fair value. Purchasers will be issued a fully vested
option to purchase two additional Class B common non-voting shares at the
same price with each share purchased. Options are granted only with stock
purchases. No rights were exercised as of September 30, 2003.

Recent Accounting Pronouncements

Statement of Financial Accounting Standards No. 143 Accounting for Asset
Retirement Obligations (SFAS 143) specifies financial and reporting
obligations pertaining to the retirement of tangible long-lived assets and
associated retirement costs. Media adopted SFAS 143 as of January 1, 2003.
Adoption had no material effect on Medias financial position or results of
operations.

Statement of Financial Accounting Standards No. 148 Accounting for
Stock-Based Compensation  Transition and Disclosure (SFAS 148) amended SFAS
123 to provide for alternative methods of transitioning to the fair value
method of valuing stock-based compensation. Media is using the fair value
method of valuing stock-based compensation. As of September 30, 2003, the
number and value of stock options granted and outstanding was not material.

Financial Accounting Standards Board Interpretation No. 45, Guarantors
Accounting and Requirements for Guarantees, Including Guarantees of
Indebtedness of Others (FIN 45), requires a guarantor to disclose its
obligations under certain guarantees that it has issued in interim and annual
financial statements for guarantees issued or modified after December 31, 2002.
For certain guarantees, a guarantor may be required to recognize a liability
for the fair value of the obligation at its inception. FIN 45 does not specify
an approach for subsequently measuring and recording the change in fair value
of the obligation. The interpretations disclosure provisions applied to
interim or annual financial statements for periods ending after December 15,
2002. Media adopted this pronouncement as of January 1, 2003 without material
impact.

In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51 (FIN 46). FIN 46 addresses the consolidation
by business enterprises of variable interest entities as defined in the
interpretation. FIN 46 applies immediately to variable interests in variable
interest entities created after January 31, 2003, and to variable interests in
variable interest entities obtained after January 31, 2003. For enterprises,
such as the Company, with a variable interest in a variable interest entity
created before February 1, 2003, FIN 46 is applied to the enterprise no later
than the end

6



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##### 



of the first interim or annual reporting period beginning after June 15, 2003.
The application of FIN 46 is not expected to have a material effect on Medias
financial position or results of operations.

In April 2003, the FASB issued Statement of Financial Accounting Standard
No. 149 Amendment of Statement 133 on Derivative Instruments and Hedging
Activities (SFAS 149). SFAS 149 amends and clarifies accounting for
derivative instruments, including certain derivative instruments embedded in
other contracts entered into or modified after June 30, 2003, for hedging
activities designated after that same date and for certain existing contracts.
Media has not entered into or modified any subject contracts since June 30,
2003.

In May 2003, the FASB issued Statement of Financial Accounting Standard
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity (SFAS 150). SFAS 150 requires certain financial
instruments previously classified as equity to be classified as liabilities, or
possibly assets, if they have certain characteristics. SFAS 150 is effective
for financial instruments entered into or modified after May 31, 2003. Since
the Companys common stock is not publicly held, it is unclear
when SFAS 150 must be implemented.

Contingency

WHMA-FM was moved from Anniston, Alabama to serve the Atlanta, Georgia
metropolitan area based upon a Federal Communications Commission (FCC) Report
and Order. The original purchase agreement provided that if a Final Order was
received by May 2003, Media would pay the sellers an additional $10 million.
Management believed that it was probable that a timely Final Order would be
issued and accordingly recorded a contract fee payable for the $10 million at
December 31, 2002. Since a Final Order was not issued in the time required,
management and counsel believe that payment is not due. As of September 30,
2003, the contract fee payable and the corresponding intangible
assets were reversed. The reversal has been
treated as a noncash transaction for disclosures related to the condensed
consolidated statement of cash flows for the nine months ended September 30,
2003.

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 Internet
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.

7



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Segment information follows (in thousands of dollars):

|                                                         |  |       |         |       |  |       |         |       |  |              |         |   |  |   |         | 
|-------------------------------------------------------- |  | ----- | ------- | ----- |  | ----- | ------- | ----- |  | ------------ | ------- | - |  | - | ------- | 
|                                                         |  |       |         |       |  |       |         |       |  | Internet and |         |   |  |  
|                                                         |  | Radio |         | Cable |  | Other |         | Total
|                                                         |  |       |         |       |  |       |         |      
|For the Three Months Ended September 30, 2003            |  |       |         |       |  |       |         |       |  |              |         |   |  |   |         | 
|Operating income                                         |  | $     | 17,361  |       |  | $     | 7,046   |       |  | $            | 67      |   |  | $ | 24,474  | 
|Interest expense, net                                    |  |       | 1,876   |       |  |       | 2,814   |       |  |              | 3,349   |   |  |   | 8,039   | 
|Depreciation and amortization                            |  |       | 1,453   |       |  |       | 5,949   |       |  |              | 313     |   |  |   | 7,715   | 
|Income (loss) before income taxes                        |  |       | 15,458  |       |  |       | 4,231   |       |  |              | (1,582  | ) |  |   | 18,107  | 
|Identifiable assets                                      |  |       | 427,036 |       |  |       | 231,260 |       |  |              | 136,450 |   |  |   | 794,746 | 
|Capital expenditures                                     |  |       | 1,471   |       |  |       | 4,258   |       |  |              | 312     |   |  |   | 6,041   | 
|For the Three Months Ended September 30, 2002 (Restated) |  |       |         |       |  |       |         |       |  |              |         |   |  |   |         | 
|Operating income (loss)                                  |  | $     | 16,967  |       |  | $     | 5,632   |       |  | $            | (342    | ) |  | $ | 22,257  | 
|Interest expense, net                                    |  |       | 1,457   |       |  |       | 2,717   |       |  |              | 2,958   |   |  |   | 7,132   | 
|Depreciation and amortization                            |  |       | 1,431   |       |  |       | 6,427   |       |  |              | 49      |   |  |   | 7,907   | 
|Income (loss) before income taxes                        |  |       | 15,332  |       |  |       | 2,915   |       |  |              | (1,921  | ) |  |   | 16,326  | 
|Identifiable assets                                      |  |       | 396,920 |       |  |       | 214,973 |       |  |              | 136,434 |   |  |   | 748,327 | 
|Capital expenditures                                     |  |       | 618     |       |  |       | 4,470   |       |  |              | 20      |   |  |   | 5,108   | 

|                                                        |  |       |         |       |  |       |         |       |  |              |         |   |  |   |         | 
|------------------------------------------------------- |  | ----- | ------- | ----- |  | ----- | ------- | ----- |  | ------------ | ------- | - |  | - | ------- | 
|                                                        |  |       |         |       |  |       |         |       |  | Internet and |         |   |  |  
|                                                        |  | Radio |         | Cable |  | Other |         | Total
|                                                        |  |       |         |       |  |       |         |      
|For the Nine Months Ended September 30, 2003            |  |       |         |       |  |       |         |       |  |              |         |   |  |   |         | 
|Operating income (loss)                                 |  | $     | 43,624  |       |  | $     | 23,429  |       |  | $            | (361    | ) |  | $ | 66,692  | 
|Interest expense, net                                   |  |       | 5,140   |       |  |       | 7,719   |       |  |              | 9,690   |   |  |   | 22,549  | 
|Depreciation and amortization                           |  |       | 4,499   |       |  |       | 17,636  |       |  |              | 438     |   |  |   | 22,573  | 
|Income (loss) before income taxes                       |  |       | 38,327  |       |  |       | 15,710  |       |  |              | (5,319  | ) |  |   | 48,718  | 
|Identifiable assets                                     |  |       | 427,036 |       |  |       | 231,260 |       |  |              | 136,450 |   |  |   | 794,746 | 
|Capital expenditures                                    |  |       | 4,358   |       |  |       | 17,461  |       |  |              | 1,676   |   |  |   | 23,495  | 
|For the Nine Months Ended September 30, 2002 (Restated) |  |       |         |       |  |       |         |       |  |              |         |   |  |   |         | 
|Operating income (loss)                                 |  | $     | 23,403  |       |  | $     | 15,673  |       |  | $            | (2,116  | ) |  | $ | 36,960  | 
|Interest expense, net                                   |  |       | 4,609   |       |  |       | 8,307   |       |  |              | 9,076   |   |  |   | 21,992  | 
|Depreciation and amortization                           |  |       | 4,027   |       |  |       | 17,037  |       |  |              | 100     |   |  |   | 21,164  | 
|Income (loss) before income taxes                       |  |       | 18,251  |       |  |       | 7,366   |       |  |              | (6,343  | ) |  |   | 19,274  | 
|Identifiable assets                                     |  |       | 396,920 |       |  |       | 214,973 |       |  |              | 136,434 |   |  |   | 748,327 | 
|Capital expenditures                                    |  |       | 1,560   |       |  |       | 13,331  |       |  |              | 410     |   |  |   | 15,301  | 

8



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

Cautionary Note Regarding Forward-Looking Statements

This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including, without limitation, statements
containing the words believes, anticipates, expects, estimates,
intends, plans, projection, will continue and words of similar import.
We have based these forward-looking statements on our current expectations and
projections about future events and trends affecting the financial condition of
our business that may prove to be incorrect. These forward-looking statements
relate to future events, our future financial performance, and involve known
and unknown risks, uncertainties and other factors which may cause our actual
results, performance, achievements or industry results to be materially
different from any future results, performance or achievements expressed or
implied by such forward looking statements. You should specifically consider
the various factors identified in this report and in any other documents filed
by us with the SEC that could cause actual results to differ materially from
our forward-looking statements.

All statements other than of historical facts included herein or therein,
including those regarding market trends, our 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 our actual
results or performance to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. Many, but not all of the factors that may impact actual results
are discussed in the Risk Factors section of the Companys Form 10-K for the
year ended December 31, 2002. You should read these Risk Factors carefully.
Such factors include, but are not limited to:



| |  |  | general economic and business conditions, both nationally and in our markets;                                                                                                                              
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | interest rate movements;                                                                                                                                                                                   
|
| |  |  | terrorists acts or adverse reactions to United States anti-terrorism activities;                                                                                                                          
|
| |  |  | expectations and estimates concerning future financial performance;                                                                                                                                        
|
| |  |  | the amounts and timing of payments required under the
Radio Employee Stock Plan and the Cable Performance Share Plan;                                                                                      
|
| |  |  | acquisition opportunities and our ability to
successfully integrate acquired businesses, properties or other
assets and realize anticipated benefits of such acquisitions;                                 
|
| |  |  | our ability to successfully enter new lines of business, from time to time, such as telephony;                                                                                                             
|
| |  |  | financing plans and access to adequate capital on favorable terms;                                                                                                                                         
|
| |  |  | our ability to service our outstanding indebtedness and
the impact such indebtedness may have on the way we operate our
businesses;                                                                        
|
| |  |  | the impact of competition from other radio stations,
media forms and communication service providers;                                                                                                      
|
| |  |  | the impact of existing and future regulations affecting
our businesses, including radio licensing and ownership rules and
cable television regulations;                                                    
|
| |  |  | changes in generally accepted accounting principles and
standards, as well as SEC rules and regulations;                                                                                                   
|
| |  |  | the possible non-renewal of cable franchises;                                                                                                                                                              
|
| |  |  | increases in programming costs;                                                                                                                                                                            
|
| |  |  | the accuracy of anticipated trends in our businesses,
including those discussed in Managements Discussion and
Analysis of Financial Condition and Results of Operations herein
and in other SEC filings;
|
| |  |  | advances in technology and our ability to adapt to and capitalize on such advances;                                                                                                                        
|
| |  |  | decreases in our customers advertising and entertainment expenditures; and                                                                                                                                
|
| |  |  | other factors over which we may have little or no control.                                                                                                                                                 

All forward-looking statements attributable to us or to persons acting on
our behalf are expressly qualified in their entirety by this cautionary
statement. Any forward-looking statement speaks only as of the date it was
made, and, except for our ongoing obligations to disclose material information
as required by the federal securities laws,

9



---



##### 



we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks and uncertainties, the forward-looking events and
circumstances discussed in this report might not transpire.

Results of Operations

The following table summarizes Medias consolidated historical results
of operations and consolidated historical results of operations as a
percentage of revenues for the three and nine-month periods ended September
30, 2003 and 2002. Dollars are in millions.

|                           |                                     |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |      |   
|-------------------------- | ----------------------------------- | - | ------------------------------------- | ---- | ----- |  | ------------------ | ---- | ----- | - | ---- | ---- |  |  | ----- | ---- | - | - | --- | --- |  |  | ----- | ---- | - | - | ---- | ---- | - |  | ----- | ---- | --
|                           |                                     |   | Three months ended September 30, 2003
|                           |                                     |   |                                      
|                           |                                     |   | Radio                                 |      | Cable |  | Internet and Other |      | Total
|                           |                                     |   |                                       |      |       |  |                    |      |      
|Revenues                   |                                     | $ | 61.7                                  |      |       |  | 100.0              | %    |       | $ | 34.8 |      |  |  | 100.0 | %    |   | $ | 2.5 |     |  |  | 100.0 | %    |   | $ | 99.0 |      |   |  | 100.0 | %   
|Operating expenses:        |                                     |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|                           | Operating and programming,          |   |                                       | 20.5 |       |  |                    | 33.2 | %     |   |      | 15.8 |  |  |       | 45.4 | % |   |     | 1.5 |  |  |       | 60.0 | % |   |      | 37.8 |   |  |       | 38.2 | % 
|                           | Selling                             |   |                                       | 9.3  |       |  |                    | 15.1 | %     |   |      | .9   |  |  |       | 2.6  | % |   |     | .4  |  |  |       | 16.0 | % |   |      | 10.6 |   |  |       | 10.7 | % 
|                           | General and administrative          |   |                                       | 13.1 |       |  |                    | 21.2 | %     |   |      | 5.1  |  |  |       | 14.7 | % |   |     | .2  |  |  |       | 8.0  | % |   |      | 18.4 |   |  |       | 18.6 | % 
|                           | Depreciation and amortization       |   |                                       | 1.5  |       |  |                    | 2.4  | %     |   |      | 6.0  |  |  |       | 17.2 | % |   |     | .2  |  |  |       | 8.0  | % |   |      | 7.7  |   |  |       | 7.8  | % 
|                           |                                     |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|Total operating expenses   |                                     |   | 44.4                                  |      |       |  | 71.9               | %    |       |   | 27.8 |      |  |  | 79.8  | %    |   |   | 2.3 |     |  |  | 92.0  | %    |   |   | 74.5 |      |   |  | 75.3  | %   
|                           |                                     |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|Operating income (loss)    |                                     | $ | 17.3                                  |      |       |  | 28.1               | %    |       | $ | 7.0  |      |  |  | 20.1  | %    |   | $ | .2  |     |  |  | 8.0   | %    |   |   | 24.5 |      |   |  | 24.7  | %   
|                           |                                     |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|Other income (expense)     |                                     |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|                           | Interest expense                    |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      | (8.1 | ) |  |       | (8.2 | )%
|                           | Interest income from loan to parent |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      | 1.8  |   |  |       | 1.8  | % 
|                           | Other expense                       |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |     |   |  |       |     |   
|Provision for income taxes |                                     |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   | (6.8 | )    |   |  | (6.8  | )%  
|Minority interests         |                                     |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   | (1.2 | )    |   |  | (1.2  | )%  
|                           |                                     |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|Net income                 |                                     |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   | $ | 10.2 |      |   |  | 10.3  | %   
|                           |                                     |   |                                       |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     

|                           |                                     |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |      |   
|-------------------------- | ----------------------------------- | - | ------------------------------------------------ | ---- | ----- |  | ------------------ | ---- | ----- | - | ---- | ---- |  |  | ----- | ---- | - | - | --- | --- |  |  | ----- | ---- | - | - | ---- | ---- | - |  | ----- | ---- | --
|                           |                                     |   | Three months ended September 30, 2002 (Restated)
|                           |                                     |   |                                                 
|                           |                                     |   | Radio                                            |      | Cable |  | Internet and Other |      | Total
|                           |                                     |   |                                                  |      |       |  |                    |      |      
|Revenues                   |                                     | $ | 59.5                                             |      |       |  | 100.0              | %    |       | $ | 31.3 |      |  |  | 100.0 | %    |   | $ | 2.3 |     |  |  | 100.0 | %    |   | $ | 93.1 |      |   |  | 100.0 | %   
|Operating expenses:        |                                     |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|                           | Operating and programming,          |   |                                                  | 20.1 |       |  |                    | 33.8 | %     |   |      | 14.3 |  |  |       | 45.7 | % |   |     | 1.4 |  |  |       | 60.9 | % |   |      | 35.8 |   |  |       | 38.5 | % 
|                           | Selling                             |   |                                                  | 9.1  |       |  |                    | 15.3 | %     |   |      | 1.1  |  |  |       | 3.5  | % |   |     | .5  |  |  |       | 21.7 | % |   |      | 10.7 |   |  |       | 11.5 | % 
|                           | General and administrative          |   |                                                  | 12.0 |       |  |                    | 20.2 | %     |   |      | 3.9  |  |  |       | 12.5 | % |   |     | .6  |  |  |       | 26.1 | % |   |      | 16.5 |   |  |       | 17.7 | % 
|                           | Depreciation and amortization       |   |                                                  | 1.4  |       |  |                    | 2.4  | %     |   |      | 6.4  |  |  |       | 20.4 | % |   |     |    |  |  |       |     | % |   |      | 7.8  |   |  |       | 8.4  | % 
|                           |                                     |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|Total operating expenses   |                                     |   | 42.6                                             |      |       |  | 71.7               | %    |       |   | 25.7 |      |  |  | 82.1  | %    |   |   | 2.5 |     |  |  | 108.7 | %    |   |   | 70.8 |      |   |  | 76.1  | %   
|                           |                                     |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|Operating income           |                                     | $ | 16.9                                             |      |       |  | 28.3               | %    |       | $ | 5.6  |      |  |  | 17.9  | %    |   | $ | (.2 | )   |  |  | (8.7  | )%   |   |   | 22.3 |      |   |  | 23.9  | %   
|                           |                                     |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|Other income (expense)     |                                     |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|                           | Interest expense                    |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      | (7.1 | ) |  |       | (7.6 | )%
|                           | Interest income from loan to parent |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      | 1.9  |   |  |       | 2.0  | % 
|                           | Other expense                       |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      | (.7  | ) |  |       | (0.8 | )%
|Provision for income taxes |                                     |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   | (6.2 | )    |   |  | (6.7  | )%  
|Minority interests         |                                     |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   | (.7  | )    |   |  | (0.8  | )%  
|                           |                                     |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     
|Net income                 |                                     |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   | $ | 9.5  |      |   |  | 10.2  | %   
|                           |                                     |   |                                                  |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |     

10



---



##### 



|                           |                                     |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |      |   
|-------------------------- | ----------------------------------- | - | ------------------------------------ | ---- | ----- |  | ------------------ | ---- | ----- | - | ----- | ---- |  |  | ----- | ---- | - | - | ---- | --- |  |  | ----- | ---- | - | - | ----- | ----- | - |  | ----- | ---- | --
|                           |                                     |   | Nine months ended September 30, 2003
|                           |                                     |   |                                     
|                           |                                     |   | Radio                                |      | Cable |  | Internet and Other |      | Total
|                           |                                     |   |                                      |      |       |  |                    |      |      
|Revenues                   |                                     | $ | 169.2                                |      |       |  | 100.0              | %    |       | $ | 101.8 |      |  |  | 100.0 | %    |   | $ | 7.6  |     |  |  | 100.0 | %    |   | $ | 278.6 |       |   |  | 100.0 | %   
|Operating expenses:        |                                     |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|                           | Operating and programming           |   |                                      | 57.0 |       |  |                    | 33.7 | %     |   |       | 44.9 |  |  |       | 44.1 | % |   |      | 4.7 |  |  |       | 61.8 | % |   |       | 106.6 |   |  |       | 38.3 | % 
|                           | Selling                             |   |                                      | 26.9 |       |  |                    | 15.9 | %     |   |       | 2.3  |  |  |       | 2.3  | % |   |      | 1.1 |  |  |       | 14.5 | % |   |       | 30.3  |   |  |       | 10.9 | % 
|                           | General and administrative          |   |                                      | 37.2 |       |  |                    | 22.0 | %     |   |       | 13.5 |  |  |       | 13.2 | % |   |      | 1.7 |  |  |       | 22.4 | % |   |       | 52.4  |   |  |       | 18.8 | % 
|                           | Depreciation and amortization       |   |                                      | 4.5  |       |  |                    | 2.6  | %     |   |       | 17.7 |  |  |       | 17.4 | % |   |      | .4  |  |  |       | 5.2  | % |   |       | 22.6  |   |  |       | 8.1  | % 
|                           |                                     |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|Total operating expenses   |                                     |   | 125.6                                |      |       |  | 74.2               | %    |       |   | 78.4  |      |  |  | 77.0  | %    |   |   | 7.9  |     |  |  | 103.9 | %    |   |   | 211.9 |       |   |  | 76.1  | %   
|                           |                                     |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|Operating income (loss)    |                                     | $ | 43.6                                 |      |       |  | 25.8               | %    |       | $ | 23.4  |      |  |  | 23.0  | %    |   | $ | (0.3 | )   |  |  | (3.9  | )%   |   |   | 66.7  |       |   |  | 23.9  | %   
|                           |                                     |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|Other income (expense)     |                                     |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|                           | Interest expense                    |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       | (22.6 | ) |  |       | (8.1 | )%
|                           | Interest income from loan to parent |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       | 5.2   |   |  |       | 1.9  | % 
|                           | Other expense                       |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       | (.6   | ) |  |       | (0.2 | )%
|Provision for income taxes |                                     |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   | (18.4 | )     |   |  | (6.6  | )%  
|Minority interests         |                                     |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   | (5.2  | )     |   |  | (1.9  | )%  
|                           |                                     |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|Net income                 |                                     |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   | $ | 25.1  |       |   |  | 9.0   | %   
|                           |                                     |   |                                      |      |       |  |                    |      |       |   |       |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     

|                           |                                     |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |      |   
|-------------------------- | ----------------------------------- | - | ----------------------------------------------- | ---- | ----- |  | ------------------ | ---- | ----- | - | ---- | ---- |  |  | ----- | ---- | - | - | ---- | --- |  |  | ----- | ---- | - | - | ----- | ----- | - |  | ----- | ---- | --
|                           |                                     |   | Nine months ended September 30, 2002 (Restated)
|                           |                                     |   |                                                
|                           |                                     |   | Radio                                           |      | Cable |  | Internet and Other |      | Total
|                           |                                     |   |                                                 |      |       |  |                    |      |      
|Revenues                   |                                     | $ | 157.4                                           |      |       |  | 100.0              | %    |       | $ | 90.8 |      |  |  | 100.0 | %    |   | $ | 7.2  |     |  |  | 100.0 | %    |   | $ | 255.4 |       |   |  | 100.0 | %   
|Operating expenses:        |                                     |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|                           | Operating and programming,          |   |                                                 | 52.4 |       |  |                    | 33.3 | %     |   |      | 41.3 |  |  |       | 45.5 | % |   |      | 4.7 |  |  |       | 65.3 | % |   |       | 98.4  |   |  |       | 38.5 | % 
|                           | Selling                             |   |                                                 | 25.8 |       |  |                    | 16.4 | %     |   |      | 2.7  |  |  |       | 3.0  | % |   |      | 1.4 |  |  |       | 19.4 | % |   |       | 29.9  |   |  |       | 11.7 | % 
|                           | General and administrative          |   |                                                 | 34.7 |       |  |                    | 22.2 | %     |   |      | 14.1 |  |  |       | 15.5 | % |   |      | 3.1 |  |  |       | 43.1 | % |   |       | 51.9  |   |  |       | 20.3 | % 
|                           | Radio Stock Plan                    |   |                                                 | 17.1 |       |  |                    | 10.9 | %     |   |      |     |  |  |       |     |   |   |      |    |  |  |       |     |   |   |       | 17.1  |   |  |       | 6.7  | % 
|                           | Depreciation and amortization       |   |                                                 | 4.0  |       |  |                    | 2.4  | %     |   |      | 17.0 |  |  |       | 18.7 | % |   |      | .1  |  |  |       | 1.4  | % |   |       | 21.1  |   |  |       | 8.3  | % 
|                           |                                     |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|Total operating expenses   |                                     |   | 134.0                                           |      |       |  | 85.0               | %    |       |   | 75.1 |      |  |  | 82.7  | %    |   |   | 9.3  |     |  |  | 129.2 | %    |   |   | 218.4 |       |   |  | 85.5  | %   
|                           |                                     |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|Operating income (loss)    |                                     | $ | 23.4                                            |      |       |  | 15.0               | %    |       | $ | 15.7 |      |  |  | 17.3  | %    |   | $ | (2.1 | )   |  |  | (29.2 | )%   |   |   | 37.0  |       |   |  | 14.5  | %   
|                           |                                     |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|Other income (expense)     |                                     |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|                           | Interest expense                    |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       | (22.0 | ) |  |       | (8.6 | )%
|                           | Interest income from loan to parent |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       | 5.4   |   |  |       | 2.1  | % 
|                           | Other expense                       |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       | (1.1  | ) |  |       | (0.4 | )%
|Provision for income taxes |                                     |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   | (13.8 | )     |   |  | (5.4  | )%  
|Minority interests         |                                     |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   | (2.3  | )     |   |  | (0.9  | )%  
|                           |                                     |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     
|Net income                 |                                     |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   | $ | 3.2   |       |   |  | 1.3   | %   
|                           |                                     |   |                                                 |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |       |       |   |  |       |     

In certain places in Managements Discussion and Analysis, the 2002 impact
of the Radio Employee Stock Plan and Cable Performance Share Plan revaluations
has been excluded. The Companys management uses measurements excluding the
revaluations to evaluate the operations of the Company and to more accurately
reflect comparative periods. Management believes this presentation is
appropriate and enables investors to compare more accurately the companys
ongoing financial performance over the periods presented. Reconciling amounts
to
GAAP measurements are contained in Managements Discussion and Analysis.

11



---



##### 



Three Months Ended September 30, 2003 Compared to the Three Months Ended September 30, 2002

Revenues. Consolidated revenues increased $5.9 million or 6% from 2002 to
2003. Radio revenues increased $2.2 million or 4% from 2002 to 2003. Results
on a same stations basis exclude: WYGY-FM (Cincinnati) and WSOX-FM (York).
Same stations revenues were $60.5 million, an increase of $1.4 million or 2%
over last year. Radios revenue growth was primarily in the Dallas and San
Francisco markets. Cable revenues increased $3.5 million or 11% from 2002 to
2003. Cables revenue growth was the result of increasing penetration of cable
modem and digital services, basic service rate increases implemented in the
first quarter and the Canton, Mississippi acquisition in July 2003. Internet
and Other revenues, from Internet access and web design activities, increased
$0.2 million or 9% from 2002 to 2003.

Operating and programming expenses.Operating and programming
expenses increased $2.0 million or 6% from 2002 to 2003. Radio operating
and programming expenses increased $0.4 million or 2% from 2002 to 2003.
Radio operating and programming expenses increased at a lesser rate than
the growth in revenues due to the favorable impact of an adjustment of $0.8
million to music license fees caused by the finalization of an
industry-wide agreement between Broadcast Music, Inc. and the Radio Music
License Committee. Cable operating and programming expenses increased $1.5
million or 10% from 2002 to 2003 mirroring the growth in revenues.

General and administrative expenses.General and administrative
expenses increased $1.9 million or 12% from 2002 to 2003. The increase was
caused by the Parents change in the 2003 ESOP expense allocation formula
from 85% based on eligible compensation and 15% on business unit
performance to 50% based on eligible compensation and 50% on business unit
performance. The change in allocation formula increased ESOP expense by
approximately $1.2 million; $1.0 million in the Radio segment and $0.2
million in the Cable segment. The remaining change in general and
administrative expenses was primarily due to acquisition related expenses.

Operating income.Operating income increased $2.2 million or 10% from
2002 to 2003. Higher Cable revenues from cable modem and digital services were
largely responsible for the increase in operating income. Internet and Others
$0.2 million operating income for 2003 was an improvement of $0.4 million from
a third quarter 2002 operating loss of $0.2 million.

Net income.Net income increased $0.7 million or 7% from 2002 to 2003.
The net income improvement was due to increased operating income. The
effective income tax rate did not change significantly between 2002 and 2003.

Interest expense. Interest expense increased $1.0 million or 14% from
2002 to 2003. The effective interest rate increase on total borrowings
resulted from Media issuing $150.0 million of 7.375% Senior Subordinated Notes.
Other factors affecting interest expense were the WSOX-FM, WYGY-FM and Canton,
Mississippi acquisitions as well as the $10.0 million purchase deposit on the
Carmel, NY cable system.

Nine Months Ended September 30, 2003 Compared to the Nine Months Ended September 30, 2002

Revenues. Consolidated revenues increased $23.2 million or 9% from
2002 to 2003. Radio revenues increased $11.8 million or 8% from 2002 to
2003. Results on a same stations basis exclude: WHMA-AM (Anniston);
WYGY-FM (Cincinnati); and WSOX-FM. Same stations revenues were $166.5
million, an increase of $9.5 million or 6% over last year. Cable revenues
increased $11.0 million or 12% from 2002 to 2003. Results on a same
systems basis exclude the Lawrenceburg, Indiana cable system acquired in
April 2002 and the Canton, Mississippi cable acquisition. Same system
revenues were $97.2 million, an increase of $9.0 million or 10% from 2002
to 2003. Cables revenue growth for the nine months was driven by
increasing penetration of cable modem and digital services, and basic
service rate increases implemented in the first quarter of 2003. Internet
and Other segment revenues, from Internet access and web design activities,
increased $0.4 million or 6% from 2002 to 2003.

Operating and programming expenses.Operating and programming
expenses increased $8.2 million or 8%, increasing less than the percentage
growth in revenues due to a favorable adjustment of $0.8 million caused by
the finalization of the industry-wide music license agreement between
Broadcast Music, Inc and the Radio Music License Committee.

12



---



##### 



General and administrative expenses.General and administrative
expenses increased $0.5 million or 1% from 2002 to 2003. Although a change
in allocation formula increased ESOP expense by $1.2 million, total 2003
expenses were partially offset by a $0.4 negative compensation expense
related to a decrease in the value of the Cable Performance Share Plan.
This compares favorably to $4.1 million of compensation expense for the
Cable Performance Share Plan that was recognized in 2002, $2.6 million in
the Cable segment and $1.5 million in the Internet and Other segment. Of
the $1.2 million of additional ESOP expense recognized in third quarter
2003, $1.0 million was recognized by the Radio segment and $0.2 million by
the Cable segment.

Radio Stock Plan.Non-cash compensation expense of $17.1 million was
recognized in second quarter 2002 for the final year of changing the
valuation of the Radio Employee Stock Plan (Plan) from a formula value to
fair value as determined during the annual ESOP valuation. The change in
Plan stock price for 2003 was recognized as a component of Minority
Interests.

Operating income.Operating income increased $29.7 million or 80% from
2002 to 2003. Excluding the charges for revaluation of the Radio Employee
Stock Plan and the Cable Performance Share Plan, operating income increased
$8.5 million or 15% from 2002 to 2003. Radio operating income for the nine
months was $43.6 million, a $20.2 million increase from the same period in
2002. Excluding the non-cash compensation charges in 2002 for the revaluation
of the Radio Stock Plan, operating income increased $3.1 million or 8% from
2002 to 2003. Same stations operating income was $44.0 million, a $3.3 million
or 8% increase from 2002 (excluding the charges related to the Radio Stock
Plan). Cable operating income for the nine-month period was $23.4 million, a
$7.7 million increase over 2002. Excluding the effect of compensation charges
related to the Cable Performance Share Plan, Cables operating income increased
$5.1 million or 28% from 2002 to 2003. Higher Cable revenues from cable modem
and digital services were largely responsible for the increase in operating
income. Internet and Others $0.3 million operating loss for 2003 was less
than the operating loss of $2.1 million in 2002. The reduction in Internet and
Others operating loss was primarily due to the 2002 recognition of a $1.5
million compensation expense related to the Cable Performance Share Plan.

Net income.Net income increased $21.9 million or 684% from 2002 to 2003.
The increase in net income resulted from increased operating income.

Interest expense. Interest expense increased $0.6 million or 3% from 2002
to 2003. The increased interest expense was due to a higher effective
interest rate from issuing $150.0 million of 7.375% Senior Subordinated Notes.

Liquidity and Capital Resources

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

Net cash provided by operating activities was $69.3 million for the
nine months ended September 30, 2003. The Companys net cash provided by
operating activities was generated by normal operations.

Net cash used by investing activities was $63.2 million for the nine
months ended September 30, 2003. Capital expenditures, excluding
acquisitions, were $23.4 million and $15.3 million for the nine months
ended September 30, 2003 and 2002, respectively. Capital expenditures were
used to upgrade and maintain our cable systems and to acquire and outfit
new offices for the Media, Radio and Cable management groups. The Company
expects to make capital expenditures of $13.0 million during the remainder
of 2003, primarily for cable systems upgrades. We expect to use existing
credit facilities and operating cash flow to fund the cable systems
upgrades.

Net cash used by financing activities was $4.5 million for the nine
months ended September 30, 2003. The revolving credit facility, which had
$154.2 million available at September 30, 2003, was decreased by $134.0
million during the nine months ended September 30, 2003, primarily by proceeds
from the 7.375% Senior Subordinated Notes.

Media repurchased approximately $6.5 million of Class B Radio
nonvoting shares in May 2003 from employees. Existing credit facilities
were utilized to fund the repurchases.

13



---



##### 



The following tables reflect our contractual cash obligations as of
September 30, 2003 in the respective periods in which they are due (in
thousands).

|                 |  |               |         |      |  |      |       |      |  |      |        |      |  |            |        |  |  |   |        |  |  |   |        |  |  |   |         | 
|---------------- |  | ------------- | ------- | ---- |  | ---- | ----- | ---- |  | ---- | ------ | ---- |  | ---------- | ------ |  |  | - | ------ |  |  | - | ------ |  |  | - | ------- | 
|Contractual Cash |  | Total Amounts |         |      |  |      |       |      |  |      |        |      |  |            |        |  |  |   |        |  |  |   |        |  |  |  
|Obligations      |  | Committed     |         | 2003 |  | 2004 |       | 2005 |  | 2006 |        | 2007 |  | Thereafter
|                 |  |               |         |      |  |      |       |      |  |      |        |      |  |           
|Long-term debt   |  | $             | 524,364 |      |  | $    | 4,259 |      |  | $    | 21,034 |      |  | $          | 21,037 |  |  | $ | 40,740 |  |  | $ | 89,919 |  |  | $ | 347,375 | 
|Broadcast rights |  |               | 17,475  |      |  |      | 2,325 |      |  |      | 8,900  |      |  |            | 3,050  |  |  |   | 3,200  |  |  |   |       |  |  |   |        | 
|Operating leases |  |               | 32,690  |      |  |      | 1,210 |      |  |      | 4,910  |      |  |            | 4,756  |  |  |   | 4,432  |  |  |   | 3,645  |  |  |   | 13,737  | 
|                 |  |               |         |      |  |      |       |      |  |      |        |      |  |            |        |  |  |   |        |  |  |   |        |  |  |   |         | 
|Total            |  | $             | 574,529 |      |  | $    | 7,794 |      |  | $    | 34,844 |      |  | $          | 28,843 |  |  | $ | 48,372 |  |  | $ | 93,564 |  |  | $ | 361,112 | 
|                 |  |               |         |      |  |      |       |      |  |      |        |      |  |            |        |  |  |   |        |  |  |   |        |  |  |   |         | 

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

Media was in compliance with its loan covenants, as each is defined under
the credit facility, as of September 30, 2003. A summary of the most
restrictive covenants, along with the corresponding actual value for these
covenants follows:

|                                                               |  |          |      |              |  |  |      | 
|-------------------------------------------------------------- |  | -------- | ---- | ------------ |  |  | ---- | 
|Covenant Test                                                  |  | Covenant |      | Actual Value
|Fixed charge coverage ratio must be at least 1.05              |  |          | 1.05 |              |  |  | 1.51 | 
|Maximum consolidated senior leverage ratio may not exceed 4.00 |  |          | 4.00 |              |  |  | 1.69 | 
|Debt service coverage ratio must be at least 1.20              |  |          | 1.20 |              |  |  | 2.61 | 

The credit facilitys maximum borrowing is scheduled to decrease $10.0
million on December 31, 2003.

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 through
September 30, 2003, there have been no material developments affecting market
risk since the filing of Medias December 31, 2002 Annual Report on Form 10-K
filed with the SEC.

ITEM 4. CONTROLS AND PROCEDURES

Pursuant to Rule 15d-15(b) under the Securities Exchange Act of 1934,
Media carried out an evaluation, with the participation of Medias management,
including Medias Chairman, Chief Executive Officer, and Chief Financial
Officer, of the effectiveness of Medias disclosure controls and procedures (as
defined under Rule 15d-15(e) under the Securities Exchange Act of 1934) as of
the end of the period covered by this report. Based upon that evaluation,
Medias Chairman, Chief Executive Officer, and Chief Financial Officer
concluded that Medias disclosure controls and procedures are effective in
timely alerting them to material information relating to Media (including its
consolidated subsidiaries) required to be included in Medias periodic SEC
filings. There has been
no change in Medias internal control over financial reporting during the
quarter ended September 30, 2003 that has materially affected, or is reasonably
likely to materially affect, Medias internal control over financial
reporting.

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##### 



PART II  OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits Filed Herewith:

|     |  |                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------
|31.1 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Peter P. Brubaker.
|     |  |                                                                                              
|31.2 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by John L. Finlayson.
|     |  |                                                                                              
|32.1 |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Peter P. Brubaker.
|     |  |                                                                                              
|32.2 |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by John L. Finlayson.

(b)  Reports on Form 8-K



| | (i)   |  | The Company filed a Form 8-K on July 11, 2003 under Item 5, Other
Events, to report its agreement to purchase assets from RCN
Corporation.                                                                                                    
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | The Company furnished a Form 8-K on August 14, 2003 under Item 12,
Results of Operations and Financial Condition, providing notification
of a conference call to discuss second quarter 2003 results and to
report selected operating results.
|
| | (iii) |  | The Company furnished a Form 8-K on September 18, 2003 under Item
9, Regulation FD Disclosure concerning the content of a presentation
made by Peter P. Brubaker, President and CEO.                                                          

15



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##### 



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.

|                  |  |                       |  |                                         
|----------------- |  | --------------------- |  | ----------------------------------------
|November 12, 2003 |  | SUSQUEHANNA MEDIA CO.
|                  |  |                       |  |                                         
|                  |  | By:                   |  | /s/ John L. Finlayson                   
|                  |  |                       |  |                                         
|                  |  |                       |  | John L. Finlayson
Vice President and CFO

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