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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 March 31, 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                                                       |  | 23-2722964                          
|(State or other jurisdiction of
incorporation or organization) |  | (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.

YES x       NO o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

YES o       NO x

As of May 15, 2002, there were 1,100,000 total shares of common stock, $1.00
par value outstanding, all of which is owned by our corporate parent,
Susquehanna Pfaltzgraff Co.





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TABLE OF CONTENTS



|                                             |                                                                                               |                                                      |  |  |  |  |  | 
|-------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION              
|                                             | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                             |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                                             |                                                                                               | CONDENSED CONSOLIDATED INCOME STATEMENTS            
|                                             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                             |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                             | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                             | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                             | ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES                                                   
|PART II  OTHER INFORMATION                 
|                                             | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|                                             | SIGNATURE                                                                                    
|EX-99.1 SECTION 906 CERTIFICATION OF THE CEO
|EX-99.2 SECTION 906 CERTIFICATION OF THE CFO



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##### Table of Contents



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 Income Statements             |    |    | 3 | 
|                               |                                                                                               | Condensed Consolidated Statements of Cash Flows      |    |    | 4 | 
|                               |                                                                                               | Notes to Condensed Consolidated Financial Statements |    |    | 5 | 
|                               | Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                      |    | 8  |  
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                      |    | 11 |  
|                               | Item 4. Disclosure Controls and Procedures                                                    |                                                      |    | 11 |  
|PART II  OTHER INFORMATION    |                                                                                               |                                                      |    |   
|                               | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                      |    | 12 |  
|SIGNATURES                     |                                                                                               |                                                      | 13 |   





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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)

|                                     |                                                                                                                             |   |                            |        |             |        |              |        |  |        | 
|------------------------------------ | --------------------------------------------------------------------------------------------------------------------------- | - | -------------------------- | ------ | ----------- | ------ | ------------ | ------ |  | ------ | 
|                                     |                                                                                                                             |   |                            |        | March 31,   |        | December 31,
|                                     |                                                                                                                             |   |                            |        | 2003        |        | 2002        
|                                     |                                                                                                                             |   |                            |        |             |        |             
|                                     |                                                                                                                             |   |                            |        | (Unaudited) |        |              |        | 
|ASSETS                               |                                                                                                                             |   |                            |        |             |        |              |       
|Current Assets                       |                                                                                                                             |   |                            |        |             |        |              |       
|                                     | Accounts receivable, net                                                                                                    |   | $                          | 37,711 |             |        | $            | 49,678 | 
|                                     | Interest receivable from Parent                                                                                             |   |                            | 1,723  |             |        |              |       | 
|                                     | Deferred income taxes                                                                                                       |   |                            | 6,191  |             |        |              | 6,889  | 
|                                     | Current portion of note receivable from Parent                                                                              |   |                            | 4,422  |             |        |              | 4,422  | 
|                                     | Other current assets                                                                                                        |   |                            | 7,091  |             |        |              | 5,212  | 
|                                     |                                                                                                                             |   |                            |        |             |        |              |       
|                                     |                                                                                                                             |   | Total Current Assets       |        |             | 57,138 |              |        |  | 66,201 | 
|Property, Plant and Equipment, net   |                                                                                                                             |   | 155,662                    |        |             |        | 153,644      |       
|Intangible Assets, net               |                                                                                                                             |   | 387,463                    |        |             |        | 387,883      |       
|Note Receivable from Parent          |                                                                                                                             |   | 109,641                    |        |             |        | 109,641      |       
|Investments and Other Assets         |                                                                                                                             |   | 30,553                     |        |             |        | 29,158       |       
|                                     |                                                                                                                             |   |                            |        |             |        |              |       
|                                     |                                                                                                                             | $ | 740,457                    |        |             | $      | 746,527      |       
|                                     |                                                                                                                             |   |                            |        |             |        |              |       
|LIABILITIES AND STOCKHOLDERS EQUITY |                                                                                                                             |   |                            |        |             |        |              |       
|Current Liabilities                  |                                                                                                                             |   |                            |        |             |        |              |       
|                                     | Cash overdrafts                                                                                                             |   | $                          | 961    |             |        | $            | 849    | 
|                                     | Accounts payable                                                                                                            |   |                            | 10,231 |             |        |              | 13,035 | 
|                                     | Current portion of long-term debt                                                                                           |   |                            | 18,032 |             |        |              | 17,032 | 
|                                     | Accrued interest                                                                                                            |   |                            | 5,549  |             |        |              | 2,484  | 
|                                     | Accrued income taxes                                                                                                        |   |                            | 6,761  |             |        |              | 9,761  | 
|                                     | Deferred income                                                                                                             |   |                            | 1,338  |             |        |              | 1,022  | 
|                                     | Accrued employee-related costs                                                                                              |   |                            | 12,865 |             |        |              | 12,757 | 
|                                     | Accrued franchise and licensing fees                                                                                        |   |                            | 2,622  |             |        |              | 3,676  | 
|                                     | Contract fee payable                                                                                                        |   |                            | 10,000 |             |        |              | 10,000 | 
|                                     | Other accrued expenses                                                                                                      |   |                            | 6,718  |             |        |              | 6,536  | 
|                                     |                                                                                                                             |   |                            |        |             |        |              |       
|                                     |                                                                                                                             |   | Total Current Liabilities  |        |             | 75,077 |              |        |  | 77,152 | 
|                                     |                                                                                                                             |   |                            |        |             |        |              |       
|Long-term Debt                       |                                                                                                                             |   | 494,147                    |        |             |        | 504,105      |       
|                                     |                                                                                                                             |   |                            |        |             |        |              |       
|Other Liabilities                    |                                                                                                                             |   | 15,953                     |        |             |        | 17,172       |       
|                                     |                                                                                                                             |   |                            |        |             |        |              |       
|Deferred Income Taxes                |                                                                                                                             |   | 58,103                     |        |             |        | 57,152       |       
|                                     |                                                                                                                             |   |                            |        |             |        |              |       
|Minority Interests                   |                                                                                                                             |   | 67,801                     |        |             |        | 66,887       |       
|                                     |                                                                                                                             |   |                            |        |             |        |              |       
|Stockholders Equity                 |                                                                                                                             |   |                            |        |             |        |              |       
|                                     | Preferred stock  voting, 7% cumulative with par value of $100,
authorized 110,000 shares, 70,499.21 issued
and outstanding |   |                            | 7,050  |             |        |              | 7,050  | 
|                                     | Common stock  voting, $1 par value,
authorized 1,100,000 shares,
1,100,000 shares issued and outstanding                   |   |                            | 1,100  |             |        |              | 1,100  | 
|                                     | Retained earnings                                                                                                           |   |                            | 21,226 |             |        |              | 15,909 | 
|                                     |                                                                                                                             |   |                            |        |             |        |              |       
|                                     |                                                                                                                             |   | Total Stockholders Equity |        |             | 29,376 |              |        |  | 24,059 | 
|                                     |                                                                                                                             |   |                            |        |             |        |              |       
|                                     |                                                                                                                             | $ | 740,457                    |        |             | $      | 746,527      |       
|                                     |                                                                                                                             |   |                            |        |             |        |              |       

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

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

|                                                  |                                     |                          |        |                      |        |      |        |            |        | 
|------------------------------------------------- | ----------------------------------- | ------------------------ | ------ | -------------------- | ------ | ---- | ------ | ---------- | ------ | 
|                                                  |                                     |                          |        | For the Three Months
|                                                  |                                     |                          |        | Ended March 31,     
|                                                  |                                     |                          |        |                     
|                                                  |                                     |                          |        | 2003                 |        | 2002
|                                                  |                                     |                          |        |                      |        |     
|                                                  |                                     |                          |        |                      |        |      |        | (Restated)
|Revenues                                          |                                     |                          |        |                      |        |      |        |           
|                                                  | Radio                               |                          | $      | 44,917               |        |      | $      | 40,738     |       
|                                                  | Cable                               |                          |        | 32,990               |        |      |        | 28,210     |       
|                                                  | Internet and Other                  |                          |        | 2,554                |        |      |        | 2,761      |       
|                                                  |                                     |                          |        |                      |        |      |        |           
|                                                  |                                     | Total revenues           |        |                      | 80,461 |      |        |            | 71,709 | 
|                                                  |                                     |                          |        |                      |        |      |        |           
|Operating Expenses                                |                                     |                          |        |                      |        |      |        |           
|                                                  | Operating and programming           |                          |        | 31,085               |        |      |        | 28,691     |       
|                                                  | Selling                             |                          |        | 9,183                |        |      |        | 9,022      |       
|                                                  | General and administrative          |                          |        | 17,164               |        |      |        | 14,849     |       
|                                                  | Depreciation and amortization       |                          |        | 7,906                |        |      |        | 6,294      |       
|                                                  |                                     |                          |        |                      |        |      |        |           
|                                                  |                                     | Total operating expenses |        |                      | 65,338 |      |        |            | 58,856 | 
|                                                  |                                     |                          |        |                      |        |      |        |           
|Operating Income                                  |                                     |                          | 15,123 |                      |        |      | 12,853 |           
|Other Income (Expense)                            |                                     |                          |        |                      |        |      |        |           
|                                                  | Interest expense                    |                          |        | (6,525               | )      |      |        | (7,251     | )     
|                                                  | Interest income from loan to Parent |                          |        | 1,704                |        |      |        | 1,766      |       
|                                                  | Other                               |                          |        | (195                 | )      |      |        | (297       | )     
|                                                  |                                     |                          |        |                      |        |      |        |           
|Income Before Income Taxes and Minority Interests |                                     |                          | 10,107 |                      |        |      | 7,071  |           
|Provision for Income Taxes                        |                                     |                          | 3,728  |                      |        |      | 2,671  |           
|                                                  |                                     |                          |        |                      |        |      |        |           
|Income Before Minority Interests                  |                                     |                          | 6,379  |                      |        |      | 4,400  |           
|Minority Interests                                |                                     |                          | (939   | )                    |        |      | (756   | )         
|                                                  |                                     |                          |        |                      |        |      |        |           
|Net Income                                        |                                     |                          | 5,440  |                      |        |      | 3,644  |           
|Preferred Dividends Declared                      |                                     |                          | (123   | )                    |        |      | (123   | )         
|                                                  |                                     |                          |        |                      |        |      |        |           
|Net Income Available for Common Shares            |                                     | $                        | 5,317  |                      |        | $    | 3,521  |           
|                                                  |                                     |                          |        |                      |        |      |        |            |       

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 Three Months
|                                          |                                                             |                                                     |                                           |        | Ended March 31,     
|                                          |                                                             |                                                     |                                           |        |                     
|                                          |                                                             |                                                     |                                           |        | 2003                 |        | 2002
|                                          |                                                             |                                                     |                                           |        |                      |        |     
|                                          |                                                             |                                                     |                                           |        |                      |        |      |         | (Restated)
|Cash Flows from Operating Activities      |                                                             |                                                     |                                           |        |                      |        |      |        
|                                          | Net income                                                  |                                                     | $                                         | 5,440  |                      |        | $    | 3,644   |           
|                                          | Adjustments to reconcile net income to net cash:            |                                                     |                                           |        |                      |        |      |         |           
|                                          |                                                             | Depreciation and amortization                       |                                           |        | 7,906                |        |      |         | 6,294      |       
|                                          |                                                             | Deferred income taxes                               |                                           |        | 1,357                |        |      |         | 1,499      |       
|                                          |                                                             | Minority interests                                  |                                           |        | 939                  |        |      |         | 756        |       
|                                          |                                                             | Equity in earnings of investees                     |                                           |        | 182                  |        |      |         | 283        |       
|                                          |                                                             | Deferred financing amortization                     |                                           |        | 271                  |        |      |         | 292        |       
|                                          | Changes in assets and liabilities:                          |                                                     |                                           |        |                      |        |      |         |           
|                                          |                                                             | Decrease in accounts receivable, net                |                                           |        | 11,967               |        |      |         | 9,114      |       
|                                          |                                                             | Increase in other current assets                    |                                           |        | (1,879               | )      |      |         | (3,330     | )     
|                                          |                                                             | Increase in interest receivable from parent         |                                           |        | (1,723               | )      |      |         | (1,786     | )     
|                                          |                                                             | Increase (decrease) in accounts payable             |                                           |        | (2,804               | )      |      |         | 3,202      |       
|                                          |                                                             | Increase in accrued interest                        |                                           |        | 3,065                |        |      |         | 1,524      |       
|                                          |                                                             | Increase (decrease) in prepaid/accrued income taxes |                                           |        | (2,708               | )      |      |         | 1,916      |       
|                                          |                                                             | Increase (decrease) in other accrued expenses       |                                           |        | (448                 | )      |      |         | 1,486      |       
|                                          |                                                             | Decrease in other liabilities                       |                                           |        | (1,219               | )      |      |         | (39        | )     
|                                          |                                                             |                                                     |                                           |        |                      |        |      |        
|                                          |                                                             |                                                     | Net cash provided by operating activities |        |                      | 20,346 |      |         |            | 24,855 | 
|                                          |                                                             |                                                     |                                           |        |                      |        |      |        
|Cash Flows from Investing Activities      |                                                             |                                                     |                                           |        |                      |        |      |        
|                                          | Purchase of property, plant and equipment, net              |                                                     |                                           | (9,504 | )                    |        |      | (3,048  | )         
|                                          | Increase in investments, other assets and intangible assets |                                                     |                                           | (1,856 | )                    |        |      | (377    | )         
|                                          |                                                             |                                                     |                                           |        |                      |        |      |        
|                                          |                                                             | Net cash used by investing activities               |                                           |        | (11,360              | )      |      |         | (3,425     | )     
|                                          |                                                             |                                                     |                                           |        |                      |        |      |        
|Cash Flows from Financing Activities      |                                                             |                                                     |                                           |        |                      |        |      |        
|                                          | Decrease in revolving credit facility                       |                                                     |                                           | (4,700 | )                    |        |      | (20,600 | )         
|                                          | Repayment of term loans                                     |                                                     |                                           | (4,250 | )                    |        |      |        |           
|                                          | Increase (decrease) in cash overdraft                       |                                                     |                                           | 112    |                      |        |      | (690    | )         
|                                          | Payments of preferred dividends                             |                                                     |                                           | (123   | )                    |        |      | (123    | )         
|                                          | Non-voting subsidiary common stock transactions             |                                                     |                                           | (25    | )                    |        |      | (17     | )         
|                                          |                                                             |                                                     |                                           |        |                      |        |      |        
|                                          |                                                             | Net cash used by financing activities               |                                           |        | (8,986               | )      |      |         | (21,430    | )     
|                                          |                                                             |                                                     |                                           |        |                      |        |      |        
|Net Increase in Cash and Cash Equivalents |                                                             |                                                     |                                          |        |                      |        |     |        
|                                          | Cash and Cash Equivalents, beginning                        |                                                     |                                           |       |                      |        |      |        |           
|                                          |                                                             |                                                     |                                           |        |                      |        |      |         |           
|                                          | Cash and Cash Equivalents, ending                           |                                                     | $                                         |       |                      |        | $    |        |           
|                                          |                                                             |                                                     |                                           |        |                      |        |      |         |           

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 generally accepted accounting principles 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 December 31, 2002 Annual
Report on Form 10-K filed with the Securities and Exchange
Commission. The condensed consolidated income statement and the
condensed consolidated statement of cash flows for the three months
ended March 31, 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 March 31, 2003 and the results of its operations for the
three months ended March 31, 2003 and 2002 and its cash flows for the three
months ended March 31, 2003 and 2002.

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

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

2.  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 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. As of
March 31, 2003, the number and value of stock options granted and outstanding
was immaterial.

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. The impact of
FIN 45s adoption will be determined by the nature and terms of guarantees that
Media enters into or modifies in the future.

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In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51. This
Interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation 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, the Interpretation is applied to the enterprise no later than the end of
the first interim or annual reporting period beginning after June 15, 2003. The
application of this Interpretation 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 is assessing the statements impact on its financial position and results
of operations.

3.  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
approximately $148.5 million net proceeds were immediately used to pay down our existing
revolving credit facility. On May 2, 2003, Media filed a Form S-4 Registration
Statement for an offer to exchange the Notes for Senior Subordinated Exchange
Notes with the same terms and maturity.

4.  Interest Rate Swap

At March 31, 2003, Media was party to an interest rate swap agreement, which
effectively changes $20.0 million of variable rate debt to fixed rate debt. The
effective interest rate on the $20.0 million was 3.11% at March 31, 2003. The
interest rate swap was recorded at its fair value as of March 31, 2003.
Accordingly, interest expense was increased $0.1 million for the three months
ended March 31, 2003 and an increase in the current liability was recorded.
Although Media has not elected hedge accounting for this swap contract, hedge
accounting may be elected for future contracts.

5.  Commitments and Relocations

On April 3, 2003, Media signed a purchase agreement with Galaxy Cable, Inc. to
purchase approximately 2,900 basic cable subscribers and related assets serving
Canton, Mississippi for $5.0 million cash. Media expects a second quarter
closing utilizing existing credit facilities.

On February 11, 2003, Media signed a purchase agreement with Lancaster-York
Broadcasting, LLC to acquire WSOX-FM, a radio station licensed to Red Lion,
Pennsylvania, for $23.0 million cash. Media anticipates a late second quarter
closing utilizing existing credit facilities.

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 relocated their offices to an York, Pennsylvania complex developed
by a related party. The offices are located in a Keystone Opportunity Zone.
Through March 31, 2003, related capital expenditures totaled $3.6 million of an
expected $5.0 million total cost. Media will receive Keystone Opportunity Zone
benefits including certain Pennsylvania and local tax abatements through 2010.

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##### Table of Contents



6. 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.

Segment information (in thousands of dollars) follows:

|                                                     |  |       |         |       |  |           |         |       |  |          |         |   |  |   |         | 
|---------------------------------------------------- |  | ----- | ------- | ----- |  | --------- | ------- | ----- |  | -------- | ------- | - |  | - | ------- | 
|                                                     |  |       |         |       |  |           |         |       |  | Internet |         |   |  |  
|                                                     |  | Radio |         | Cable |  | and Other |         | Total
|                                                     |  |       |         |       |  |           |         |      
|For the Three Months Ended March 31, 2003            |  |       |         |       |  |           |         |       |  |          |         |   |  |   |         | 
|Operating income (loss)                              |  | $     | 7,948   |       |  | $         | 7,841   |       |  | $        | (666    | ) |  | $ | 15,123  | 
|Interest expense, net                                |  |       | 1,484   |       |  |           | 2,254   |       |  |          | 2,787   |   |  |   | 6,525   | 
|Depreciation and amortization                        |  |       | 1,646   |       |  |           | 6,209   |       |  |          | 51      |   |  |   | 7,906   | 
|Income (loss) before income taxes                    |  |       | 6,450   |       |  |           | 5,587   |       |  |          | (1,930  | ) |  |   | 10,107  | 
|Provision (benefit) for income taxes                 |  |       | 2,391   |       |  |           | 2,061   |       |  |          | (724    | ) |  |   | 3,728   | 
|Identifiable assets                                  |  |       | 394,495 |       |  |           | 215,214 |       |  |          | 130,748 |   |  |   | 740,457 | 
|Capital expenditures                                 |  |       | 1,565   |       |  |           | 7,119   |       |  |          | 820     |   |  |   | 9,504   | 
|For the Three Months Ended March 31, 2002
(Restated) |  |       |         |       |  |           |         |       |  |          |         |   |  |   |         | 
|Operating income                                     |  | $     | 6,931   |       |  | $         | 5,766   |       |  | $        | 156     |   |  | $ | 12,853  | 
|Interest expense, net                                |  |       | 1,630   |       |  |           | 2,739   |       |  |          | 2,882   |   |  |   | 7,251   | 
|Depreciation and amortization                        |  |       | 1,317   |       |  |           | 4,840   |       |  |          | 137     |   |  |   | 6,294   | 
|Income (loss) before income taxes                    |  |       | 5,287   |       |  |           | 3,028   |       |  |          | (1,244  | ) |  |   | 7,071   | 
|Provision (benefit) for income taxes                 |  |       | 1,948   |       |  |           | 1,339   |       |  |          | (616    | ) |  |   | 2,671   | 
|Identifiable assets                                  |  |       | 334,725 |       |  |           | 186,603 |       |  |          | 138,442 |   |  |   | 659,770 | 
|Capital expenditures                                 |  |       | 338     |       |  |           | 2,413   |       |  |          | 297     |   |  |   | 3,048   | 

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##### Table of Contents






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
which 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 our
actual results are discussed in the Risk Factors section
of our Form 10-K for the year ended December 31, 2002. You
should read these Risk Factors. 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;        
| 
| |  | 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;
| 
| |  | 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, 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.

8



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##### Table of Contents



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 months ended March 31, 2003 and 2002.
Dollars are in millions.

|                           |                                     |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |      |      |   |  |       |      |   
|-------------------------- | ----------------------------------- | - | --------------------------------- | ---- | ----- |  | ------------------ | ---- | ----- | - | ---- | ---- |  |  | ----- | ---- | - | - | ---- | --- |  |  | ----- | ---- | - | - | ---- | ---- | - |  | ----- | ---- | --
|                           |                                     |   | Three months ended March 31, 2003
|                           |                                     |   |                                  
|                           |                                     |   | Radio                             |      | Cable |  | Internet and Other |      | Total
|                           |                                     |   |                                   |      |       |  |                    |      |      
|Revenues                   |                                     | $ | 44.9                              |      |       |  | 100.0              | %    |       | $ | 33.0 |      |  |  | 100.0 | %    |   | $ | 2.6  |     |  |  | 100.0 | %    |   | $ | 80.5 |      |   |  | 100.0 | %   
|Operating expenses:        |                                     |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |      |      |   |  |       |     
|                           | Operating and programming,          |   |                                   | 15.4 |       |  |                    | 34.3 | %     |   |      | 14.0 |  |  |       | 42.4 | % |   |      | 1.6 |  |  |       | 61.5 | % |   |      | 31.0 |   |  |       | 38.5 | % 
|                           | Selling                             |   |                                   | 8.1  |       |  |                    | 18.0 | %     |   |      | .7   |  |  |       | 2.1  | % |   |      | .4  |  |  |       | 15.4 | % |   |      | 9.2  |   |  |       | 11.5 | % 
|                           | General and administrative          |   |                                   | 11.9 |       |  |                    | 26.5 | %     |   |      | 4.3  |  |  |       | 13.0 | % |   |      | 1.1 |  |  |       | 42.3 | % |   |      | 17.3 |   |  |       | 21.5 | % 
|                           | Depreciation and amortization       |   |                                   | 1.6  |       |  |                    | 3.6  | %     |   |      | 6.2  |  |  |       | 18.8 | % |   |      | .1  |  |  |       | 3.9  | % |   |      | 7.9  |   |  |       | 9.8  | % 
|                           |                                     |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |      |      |   |  |       |     
|Total operating expenses   |                                     |   | 37.0                              |      |       |  | 82.4               | %    |       |   | 25.2 |      |  |  | 76.4  | %    |   |   | 3.2  |     |  |  | 123.1 | %    |   |   | 65.4 |      |   |  | 81.3  | %   
|                           |                                     |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |      |      |   |  |       |     
|Operating income (loss)    |                                     | $ | 7.9                               |      |       |  | 17.6               | %    |       | $ | 7.8  |      |  |  | 23.6  | %    |   | $ | (0.6 | )   |  |  | (23.1 | )%   |   |   | 15.1 |      |   |  | 18.7  | %   
|                           |                                     |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |      |      |   |  |       |     
|Other income (expense)     |                                     |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |      |      |   |  |       |     
|                           | Interest
expense                    |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |      | (6.5 | ) |  |       | (8.1 | )%
|                           | Interest income from loan to parent |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |      | 1.7  |   |  |       | 2.1  | % 
|                           | Other expense                       |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |      | (.2  | ) |  |       | (0.3 | )%
|Provision for income taxes |                                     |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   | (3.7 | )    |   |  | (4.6  | )%  
|Minority interests         |                                     |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   | (.9  | )    |   |  | (1.1  | )%  
|                           |                                     |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |      |      |   |  |       |     
|Net income                 |                                     |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   | $ | 5.4  |      |   |  | 6.7   | %   
|                           |                                     |   |                                   |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |      |     |  |  |       |      |   |   |      |      |   |  |       |     

|                           |                                     |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |       |   
|-------------------------- | ----------------------------------- | - | -------------------------------------------- | ---- | ----- |  | ------------------ | ---- | ----- | - | ---- | ---- |  |  | ----- | ---- | - | - | --- | --- |  |  | ----- | ---- | - | - | ---- | ---- | - |  | ----- | ----- | --
|                           |                                     |   | Three months ended March 31, 2002 (Restated)
|                           |                                     |   |                                             
|                           |                                     |   | Radio                                        |      | Cable |  | Internet and Other |      | Total
|                           |                                     |   |                                              |      |       |  |                    |      |      
|Revenues                   |                                     | $ | 40.7                                         |      |       |  | 100.0              | %    |       | $ | 28.2 |      |  |  | 100.0 | %    |   | $ | 2.8 |     |  |  | 100.0 | %    |   | $ | 71.7 |      |   |  | 100.0 | %    
|Operating expenses:        |                                     |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |      
|                           | Operating and programming,          |   |                                              | 13.9 |       |  |                    | 34.2 | %     |   |      | 13.2 |  |  |       | 46.8 | % |   |     | 1.6 |  |  |       | 57.1 | % |   |      | 28.7 |   |  |       | 40.0  | % 
|                           | Selling                             |   |                                              | 7.9  |       |  |                    | 19.4 | %     |   |      | .7   |  |  |       | 2.5  | % |   |     | .4  |  |  |       | 14.3 | % |   |      | 9.0  |   |  |       | 12.6  | % 
|                           | General and administrative          |   |                                              | 10.7 |       |  |                    | 26.3 | %     |   |      | 3.6  |  |  |       | 12.8 | % |   |     | .5  |  |  |       | 17.9 | % |   |      | 14.8 |   |  |       | 20.6  | % 
|                           | Depreciation and amortization       |   |                                              | 1.3  |       |  |                    | 3.2  | %     |   |      | 4.9  |  |  |       | 17.3 | % |   |     | 1   |  |  |       | 3.6  | % |   |      | 6.3  |   |  |       | 8.8   | % 
|                           |                                     |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |      
|Total operating expenses   |                                     |   | 33.8                                         |      |       |  | 83.1               | %    |       |   | 22.4 |      |  |  | 79.4  | %    |   |   | 2.6 |     |  |  | 92.9  | %    |   |   | 58.8 |      |   |  | 82.0  | %    
|                           |                                     |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |      
|Operating income           |                                     | $ | 6.9                                          |      |       |  | 16.9               | %    |       | $ | 5.8  |      |  |  | 20.6  | %    |   | $ | 0.2 |     |  |  | 7.1   | %    |   |   | 12.9 |      |   |  | 18.0  | %    
|                           |                                     |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |      
|Other income (expense)     |                                     |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |      
|                           | Interest expense                    |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      | (7.3 | ) |  |       | (10.2 | )%
|                           | Interest income from loan to parent |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      | 1.8  |   |  |       | 2.5   | % 
|                           | Other expense                       |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      | (.3  | ) |  |       | (0.4  | )%
|Provision for income taxes |                                     |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   | (2.7 | )    |   |  | (3.8  | )%   
|Minority interests         |                                     |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   | (.8  | )    |   |  | (1.1  | )%   
|                           |                                     |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |      
|Net income                 |                                     |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   | $ | 3.6  |      |   |  | 5.0   | %    
|                           |                                     |   |                                              |      |       |  |                    |      |       |   |      |      |  |  |       |      |   |   |     |     |  |  |       |      |   |   |      |      |   |  |       |      

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Three Months Ended March 31, 2003 Compared to the Three Months Ended March 31,
2002

Revenues. Consolidated revenues increased $8.8 million or 12% from
2002 to 2003. Radio revenues increased $4.2 million or 10% from 2002 to
2003. Results on a same stations basis exclude WHMA-AM (Anniston) divested
in June 2002 and WYGY-FM (Cincinnati) acquired in August 2002. Same
stations revenues were $44.3 million, an increase of $3.6 million or 9%
over last year. Radios revenue growth was primarily in the Dallas market.
Cable revenues increased $4.8 million or 17% from 2002 to 2003. Results on
a same system basis exclude Lawrenceburg, Indiana acquired April 2002.
Same system revenues were $31.5 million, an increase of $3.3 million or 12%
from 2002 to 2003. Cables revenue growth was the result of increasing
penetration of cable modem and digital services and basic service rate
increases implemented in the first quarter. Internet and Other revenues,
from Internet access and web design activities, decreased $0.2 million or
7% from 2002 to 2003.

Operating and programming expenses.Operating and programming
expenses increased $2.3 million or 8% from 2002 to 2003. Radio operating
and programming expenses increased ratably with the increase in revenues.
Cable operating and programming expenses increased $0.8 million or 6% from
2002 to 2003. Cable operating and programming expenses were reduced by a
$0.9 million adjustment for programming credits related to expired
contracts. Excluding the impact of the programming credits on expired
contracts, Cables operating and programming expenses increased $1.7
million or 13% from 2002 to 2003. Cable operating and programming expenses
increased at a lesser rate than revenues due to growth of cable modem and
digital services.

General and administrative expenses.General and administrative
expenses increased $2.5 million or 17% from 2002 to 2003. Radios and
Cables general and administrative expenses grew ratably with revenue
increases. Internet and Others general and administrative expenses
increased approximately $0.6 million from 2002 to 2003.

Depreciation and amortization.Depreciation and amortization increased
$1.6 million or 25% from 2002 to 2003. The increase was concentrated in Cable
and related to the Lawrenceburg acquisition and to capital expenditures for
plant rebuilds and for infrastructure to support our growing cable modem and
digital video service revenues.

Operating income.Operating income increased $2.2 million or 17% from
2002 to 2003. Radio operating income for the quarter was $7.9 million, a $1.0
million or 14% increase from first quarter 2002. Same stations operating
income was $8.3 million, a $1.3 million or 19% increase from 2002. Cable
operating income for the first quarter was $7.8 million, a $2.0 million or 34%
increase over the first quarter of 2002. Cables operating income was
favorably impacted by the $0.9 million adjustment for programming credits
related to expired contracts. Higher Cable revenues from cable modem and
digital services were largely responsible for the remaining $1.1 million
increase in operating income. Internet and Others $0.6 million operating loss
for 2003 was due to higher general and administrative expenses.

Interest expense. Interest expense decreased $0.8 million or 11% from
2002 to 2003. Increased debt was offset by a reduction in interest rates on
our revolving credit facility.

Net income.Net income increased $1.8 million or 50% from 2002 to 2003.
The increase in net income is the result of increased operating income and
reduced interest expense. The effective rate for income taxes did not change
significantly between 2003 and 2002.

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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 may also access capital markets from time to
time, as market conditions permit, with debt or equity financings. 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 $20.3 million for the
three months ended March 31, 2003. The Companys net cash provided by
operating activities was generated by normal operations.

Net cash used by investing activities was $11.4 million for the three
months ended March 31, 2003. Capital expenditures, excluding acquisitions,
were $9.5 million and $3.0 million for the three months ended March 31,
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 $25.0 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 $9.0 million for the three
months ended March 31, 2003. The revolving credit facility, which had $44.9
million available at March 31, 2003, was reduced by $8.9 million during first
quarter 2003. At March 31, 2003, the revolving credit facility
and term loans had an average effective interest rate of 3.1%.

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
approximately $148.5 million net proceeds were immediately used to pay down our existing
revolving credit facility. On May 2, 2003, we filed a Form S-4 Registration
Statement for an offer to exchange the Notes for Senior Subordinated Exchange
Notes with the same terms and maturity.

Media expects to repurchase approximately $6.6 million of Class B
Radio nonvoting shares in May 2003 from employees. Existing credit
facilities will be utilized to fund the repurchases.

Media
believes that funds generated from operations and the borrowing availability under 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.




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 March
31, 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. On April 23, 2003, we issued $150.0 million of 7.375% Senior
Subordinated Notes due in 2013 at par.




ITEM 4. CONTROLS AND PROCEDURES

Within the 90 days prior to the filing date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Companys management, including the Companys principal executive officer
and principal financial officer, of the effectiveness of the design and
operation of the Companys disclosure controls and procedures pursuant to Rule
13a-14 under the Securities Exchange Act of 1934. Based upon that evaluation,
the Companys principal executive officer and principal financial officer
concluded that the Companys disclosure controls and procedures are effective
in timely alerting them to material information relating to the Company
(including its consolidated subsidiaries) required to be included in the
Companys periodic SEC filings.

Since the date of the evaluation, there have been no significant changes
in the Companys internal controls or in other factors that could significantly
affect these controls.

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PART II  OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits Filed Herewith:

| |  |  |      |  |  |                                                                                                                                             
| |  |  | ---- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | 99.1 |  |  | Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 by Peter P. Brubaker.
| |  |  |      |  |  |                                                                                                                                             
| |  |  | 99.2 |  |  | Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 by John L. Finlayson.

(b)  The Company filed a Form 8-K on February 25, 2003 under Item 5, Other
Events indicating its intention to restate previously issued financial
statements.

(c)  The Company filed a Form 8-K on March 10, 2003 under Item 5, Other Events
concerning restatement issues and timing for filing 2002 financial statements.

12



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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.

|             |  |                       |  |                                                              
|------------ |  | --------------------- |  | -------------------------------------------------------------
|May 15, 2003 |  | SUSQUEHANNA MEDIA CO.
|             |  |                       |  |                                                              
|             |  | By:                   |  | /s/ John L. Finlayson                                        
|             |  |                       |  |                                                              
|             |  |                       |  | John L. Finlayson                                            
|             |  |                       |  | Vice President and Principal
Financial and Accounting Officer





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##### Table of Contents



Certification

I, Peter P. Brubaker, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Susquehanna
Media Co., the registrant;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.     The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing
the equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

|                |  |                                      
|--------------- |  | -------------------------------------
|Date: 5/15/2003 |  | /s/ Peter P. Brubaker                
|                |  |                                      
|                |  | Peter P. Brubaker                    
|                |  | President and Chief Executive Officer





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##### Table of Contents



Certification

I, John L. Finlayson, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Susquehanna
Media Co., the registrant;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.     The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing
the equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

|                |  |                        
|--------------- |  | -----------------------
|Date: 5/15/2003 |  | /s/ John L. Finlayson  
|                |  |                        
|                |  | John L. Finlayson      
|                |  | Vice President and     
|                |  | Chief Financial Officer