1

                                  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, 2001

                                       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 1-11588

                            Saga Communications, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                            38-3042953
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)


       73 Kercheval Avenue
    Grosse Pointe Farms, Michigan                                48236
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)


                                 (313) 886-7070
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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   .
                                        ---    ---

The number of shares of the registrant's Class A Common Stock, $.01 par value,
and Class B Common Stock, $.01 par value, outstanding as of April 30, 2001 was
14,628,599 and 1,888,296, respectively.

   2
                                      INDEX

                                                                           PAGE

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)

          Condensed consolidated balance sheets--March 31, 2001 and
          December 31, 2000                                                  3

          Condensed consolidated statements of income--Three months
          ended March 31, 2001 and 2000                                      5

          Condensed consolidated statements of cash flows--Three
          months ended March 31, 2001 and 2000                               6

          Notes to unaudited condensed consolidated financial
          statements                                                         7

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         13

PART II   OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                                  23

Signatures                                                                  24




                                  2
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                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                            Saga Communications, Inc.
                      Condensed Consolidated Balance Sheets
                             (dollars in thousands)


                                                MARCH 31,  DECEMBER 31,
                                                  2001         2000
                                              -----------  ------------
                                              (UNAUDITED)
ASSETS
Current assets:
    Cash and cash equivalents                  $   5,578    $   8,670
    Accounts receivable, net                      19,229       19,747
    Prepaid expenses                               1,245        1,531
    Other current assets                           1,778        1,414
                                               ---------    ---------
Total current assets                              27,830       31,362

Property and equipment                           101,285       97,015
    Less accumulated depreciation                (50,714)     (49,343)
                                               ---------    ---------
Net property and equipment                        50,571       47,672

Other assets:
    Broadcast licenses, net                       83,740       73,256
    Excess of cost over fair value of assets
       acquired, net                              19,608       19,788
    Other intangibles, deferred costs and
       investments, net                           10,882        7,828
                                               ---------    ---------
Total other assets                               114,230      100,872
                                               ---------    ---------
                                               $ 192,631    $ 179,906
                                               =========    =========



See notes to unaudited condensed consolidated financial statements.



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                            Saga Communications, Inc.
                      Condensed Consolidated Balance Sheets
                             (dollars in thousands)


                                                 MARCH 31,   DECEMBER 31,
                                                    2001         2000
                                                -----------  ------------
                                                (UNAUDITED)

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts payable                             $   1,023    $     933
    Other current liabilities                        9,189        9,246
    Current portion of long-term debt                  390          390
                                                 ---------    ---------
Total current liabilities                           10,602       10,569

Deferred income taxes                                8,431        8,569
Long-term debt                                     105,398       94,251
Other                                                1,145          899

STOCKHOLDERS' EQUITY:
    Common stock                                       165          165
    Additional paid-in capital                      42,763       42,325
    Note receivable from principal stockholder        (344)        (335)
    Retained earnings                               26,452       25,918
    Treasury stock                                  (1,853)      (2,307)
    Unearned compensation on restricted stock         (128)        (148)
                                                 ---------    ---------
Total stockholders' equity                          67,055       65,618
                                                 ---------    ---------
                                                 $ 192,631    $ 179,906
                                                 =========    =========


Note: The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.

See notes to unaudited condensed consolidated financial statements.


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                            Saga Communications, Inc.
                   Condensed Consolidated Statements of Income
                      (in thousands except per share data)
                                    Unaudited

                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                           2001      2000
                                                          -------   -------

Net operating revenue                                     $22,793   $22,042
Station operating expense:
    Programming and technical                               6,060     5,598
    Selling                                                 5,902     5,741
    Station general and administrative                      3,976     3,980
                                                          -------   -------
       Total station operating expense                     15,938    15,319
                                                          -------   -------
    Station operating income before corporate general
      and administrative, depreciation and amortization     6,855     6,723
Corporate general and administrative                        1,356     1,211
Depreciation and amortization                               2,376     2,198
                                                          -------   -------
    Operating profit                                        3,123     3,314
Other expenses:
    Interest expense                                        1,803     1,570
    Other                                                     358       425
                                                          -------   -------
Income before income tax                                      962     1,319
Income tax provision                                          428       599
                                                          -------   -------
Net income                                                $   534   $   720
                                                          =======   =======
Earnings per share (basic and diluted)                    $   .03   $   .04
                                                          =======   =======
Weighted average common shares                             16,354    16,479
                                                          =======   =======
Weighted average common and common equivalent shares       16,655    16,861
                                                          =======   =======


See notes to unaudited condensed consolidated financial statements.



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                            Saga Communications, Inc.
                 Condensed Consolidated Statements of Cash Flows
                             (dollars in thousands)
                                   Unaudited


                                                       THREE MONTHS ENDED
                                                           MARCH 31,
                                                        2001        2000
                                                      --------    --------

CASH FLOWS FROM OPERATING ACTIVITIES:
    Cash provided by operating activities             $  3,560    $  5,683

CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of property and equipment               (1,769)     (1,151)
    Proceeds from sale of assets                             3         259
    Increase in intangibles and other assets            (3,639)     (3,755)
    Acquisition of stations                            (12,207)     (6,144)
                                                      --------    --------
Net cash used in investing activities                  (17,612)    (10,791)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term debt                        11,250          --
    Payments on long-term debt                            (103)       (126)
    Net proceeds from exercise of stock options            304          --
    Purchase of shares held in treasury                   (491)         --
                                                      --------    --------
Net cash provided by (used in) financing activities     10,960        (126)
Net decrease in cash and cash equivalents               (3,092)     (5,234)
Cash and cash equivalents, beginning of period           8,670      11,342
                                                      --------    --------
Cash and cash equivalents, end of period              $  5,578    $  6,108
                                                      ========    ========


See notes to unaudited condensed consolidated financial statements.



                                       6
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                            Saga Communications, Inc.
              Notes to Condensed Consolidated Financial Statements
                                   Unaudited

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for annual
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 2001 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Saga Communications,
Inc. Annual Report (Form 10-K) for the year ended December 31, 2000.

2. INCOME TAXES

The Company's effective tax rate is higher than the federal statutory rate as a
result of certain non-deductible depreciation and amortization expenses and the
inclusion of state taxes in the income tax amount.

3. LONG TERM DEBT

On March 28, 2001, the Company amended and refinanced its Credit Agreement with
a group of banks. Under the amended Credit Agreement the Company has three
financing facilities (the "Facilities"): a $105,000,000 senior secured term loan
(the "Term Loan"), a $75,000,000 senior secured acquisition loan facility (the
"Acquisition Facility"), and a $20,000,000 senior secured revolving credit
facility (the "Revolving Facility"). The Facilities mature September 30, 2008.
The Company's indebtedness under the Facilities is secured by a first priority
lien on substantially all the assets of the Company and its subsidiaries, by a
pledge of its subsidiaries' stock and by a guarantee of its subsidiaries.



                                       7
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                            Saga Communications, Inc.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                   Unaudited

3. LONG TERM DEBT (CONTINUED)

The Term Loan was used to refinance the Company's existing credit agreement,
fund permitted acquisitions and pay related transaction expenses. The
Acquisition Facility may be used for permitted acquisitions and to pay related
transaction expenses. The Revolving Facility may be used for general corporate
purposes, including working capital, capital expenditures, permitted
acquisitions (to the extent that the Acquisition Facility has been fully
utilized and limited to $10,000,000) and permitted stock buybacks. On March 28,
2003, the Acquisition Facility will convert to a five and a half year term loan.
The outstanding amount of the Term Loan is required to be reduced quarterly in
amounts ranging from 3.125% to 7.5% of the initial commitment commencing on
March 31, 2003. The outstanding amount of the Acquisition Facility is required
to be reduced quarterly in amounts ranging from 3.125% to 7.5% commencing on
March 31, 2003. Any outstanding amount under the Revolving Facility will be due
on the maturity date of September 30, 2008. In addition, the Facilities may be
further reduced by specified percentages of Excess Cash Flow (as defined in the
Credit Agreement) based on leverage ratios.

Interest rates under the Facilities are payable, at the Company's option, at
alternatives equal to LIBOR plus 1.25% to 2.0% or the Agent bank's base rate
plus .25% to 1.0%. The spread over LIBOR and the base rate vary from time to
time, depending upon the Company's financial leverage. The Company also pays
quarterly commitment fees of 0.375% to 0.625% per annum on the aggregate unused
portion of the Acquisition and Revolving Facilities.

The amended Credit Agreement contains a number of financial covenants which,
among other things, require the Company to maintain specified financial ratios
and impose certain limitations on the Company with respect to investments,
additional indebtedness, dividends, distributions, guarantees, liens and
encumbrances.

In March 2001, the Company amended all three of its interest rate cap agreements
to terminate them effective March 30, 2001.



                                       8
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                           Saga Communications, Inc.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                   Unaudited

4. ACQUISITIONS

On February 1, 2001, the Company acquired two FM and two AM radio stations
(WCVQ-FM, WZZP-FM, WDXN-AM and WJMR-AM) serving the Clarksville, Tennessee /
Hopkinsville, Kentucky market for approximately $6,700,000.

On February 1, 2001, the Company acquired an FM radio station (WVVR-FM) serving
the Clarksville, Tennessee / Hopkinsville, Kentucky market for approximately
$7,000,000, including approximately $1,000,000 of the Company's Class A Common
Stock. The radio station was owned by a company in which a member of our Board
of Directors had a 35% beneficial ownership interest. The purchase price was
determined on an arm's length basis. We also obtained an opinion from an
independent appraiser that the purchase price was fair from a financial point of
view.

On August 30, 2000, the Company acquired an AM and FM radio station (WHMP-AM and
WLZX-FM) serving the Northampton, Massachusetts market for approximately
$12,000,000.

On July 17, 2000, the Company acquired an FM radio station (WKIO-FM) serving the
Champaign-Urbana, Illinois market for approximately $6,800,000.

On January 1, 2000, the Company acquired two FM and one AM radio station
(KICD-AM/FM and KLLT-FM) serving the Spencer, Iowa market for approximately
$6,400,000.

The acquisitions were accounted for as purchases and, accordingly, the total
costs were allocated to the acquired assets and assumed liabilities based on
their estimated fair values as of the acquisition date. The excess of
consideration paid over the estimated fair value of the net assets acquired has
been recorded as broadcast licenses.

The following unaudited pro forma results of operations of the Company for the
three months ended March 31, 2001 and 2000 assume the 2000 and 2001 acquisitions
occurred as of January 1, 2000. The pro forma results give effect to certain
adjustments, including depreciation, amortization of intangible assets,
increased interest expense on acquisition debt and related income tax effects.
The pro forma results have been prepared for comparative purposes only and do
not purport to indicate the results of operations which would actually have
occurred had the combinations been in effect on the dates indicated, or which
may occur in the future.



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                            Saga Communications, Inc.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                    Unaudited

4. ACQUISITIONS (CONTINUED)

PRO FORMA RESULTS OF OPERATIONS FOR ACQUISITIONS:      THREE MONTHS ENDED
    (In thousands except per share data)                   MARCH 31,
                                                       2001         2000
                                                      -------      -------
    Net operating revenue                             $23,012      $23,676
    Net income                                        $   503      $   508
    Earnings per share (basic and diluted)            $   .03      $   .03


5. SEGMENT INFORMATION

The Company's operations are aligned into two business segments: Radio and
Television. These business segments are consistent with the Company's management
of these businesses and its financial reporting structure.

The Radio segment includes all 53 of the Company's radio stations and three
radio information networks. The Television segment consists of 6 television
stations. The Radio and Television segments derive their revenue from the sale
of commercial broadcast inventory.

The category "Corporate and Other" represents the income and expense not
allocated to reportable segments.

The Company evaluates performance of its operating entities based on station
operating income before corporate general and administrative, depreciation and
amortization ("station operating income"). Management believes that station
operating income is useful because it provides a meaningful comparison of
operating performance between companies in the broadcasting industry and serves
as an indicator of the market value of a group of stations. Station operating
income is generally recognized by the broadcasting industry as a measure of
performance and is used by analysts who report on the performance of
broadcasting groups. Station operating income is not necessarily indicative of
amounts that may be available to the Company for debt service requirements,
other commitments, reinvestment in the Company or other discretionary uses.
Station operating income is not a measure of liquidity or of performance in
accordance with generally accepted accounting principles, and should be viewed
as a supplement to and not a substitute for the results of operations presented
on the basis of generally accepted accounting principles.



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                            Saga Communications, Inc.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                    Unaudited

5. SEGMENT INFORMATION (CONTINUED)

THREE MONTHS ENDED MARCH 31,                            CORPORATE
  2001:                          RADIO     TELEVISION   AND OTHER   CONSOLIDATED
                                --------   ----------   ---------   ------------
Net operating revenue           $ 20,323    $  2,470          --     $ 22,793
Station operating expense         13,873       2,065          --       15,938
                                --------    --------    --------     --------
Station operating income           6,450         405          --        6,855
Corporate general and
  administrative                      --          --    $  1,356        1,356
Depreciation and amortization      1,781         501          94        2,376
                                --------    --------    --------     --------
Operating profit (loss)         $  4,669    $    (96)   $ (1,450)    $  3,123
                                ========    ========    ========     ========

Total assets                    $151,416    $ 26,210    $ 15,005     $192,631
                                ========    ========    ========     ========


THREE MONTHS ENDED MARCH 31,                            CORPORATE
  2000:                            RADIO    TELEVISION  AND OTHER   CONSOLIDATED
                                 --------   ----------  ---------   ------------
Net operating revenue            $ 19,244    $  2,798          --     $ 22,042
Station operating expense          13,128       2,191          --       15,319
                                 --------    --------    --------     --------
Station operating income            6,116         607          --        6,723
Corporate general and
  administrative                       --          --    $  1,211        1,211
Depreciation and amortization       1,612         493          93        2,198
                                 --------    --------    --------     --------
Operating profit (loss)          $  4,504    $    114    $ (1,304)    $  3,314
                                 ========    ========    ========     ========

Total assets                     $119,606    $ 27,266    $ 16,528     $163,400
                                 ========    ========    ========     ========



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                            Saga Communications, Inc.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                    Unaudited

6. COMMITMENTS

On December 15, 2000, the Company entered into an agreement to acquire an AM and
FM radio station (WHAI-AM/FM) serving the Greenfield, Massachusetts market for
approximately $2,200,000. The Company closed this transaction on April 1, 2001
however, the purchase price was funded in escrow in March 2001, and included in
"Other intangibles, deferred costs and investments, net" in the Company's
Balance Sheet at March 31, 2001.

On December 22, 2000 the Company entered into an agreement to acquire two FM
radio stations (KMIT-FM and KGGK-FM) serving the Mitchell, South Dakota market
for approximately $4,050,000. The acquisition, which is subject to the approval
of the Federal Communications Commission, is expected to close during the third
quarter of 2001.

7. ADOPTION OF ACCOUNTING POLICY

The Company uses interest rate swap agreements to reduce the risk of rising
interest rates. Statement of Financial Accounting Standards No. 133 (SFAS No.
133), Accounting for Derivative Instruments and Hedging Activities, was adopted
by the Company effective January 1, 2001. SFAS No. 133 requires that all
derivatives be recognized on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If the derivative
is a hedge, depending on the nature of the hedge, changes in the fair value of
the derivative will either be offset against the change in fair value of the
hedged assets, liabilities, or firm commitments through earnings or recognized
in other comprehensive income until the hedged item is recognized in earnings.
The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings.

Upon adoption, the Company recorded a loss from the cumulative effect of an
accounting change of approximately $93,000, net of an applicable tax benefit of
approximately $50,000 in the statement of income.

Through March 30, 2001, the interest rate swap agreements contained cap
agreements which disqualified their treatment as a hedge. Accordingly, the
change in the fair value of the swaps were recognized through income and
amounted to $262,000 for the period from January 1, 2001 to March 30, 2001.

Effective March 30, 2001, the cap agreements were terminated and a hedging memo
was put in place which qualified the swap agreements as a cash flow hedge.
Changes in the fair value were recognized in other comprehensive income. There
was no significant change in fair value of the swap agreements between March 30,
2001 and March 31, 2001.

The Company has recorded a liability on the balance sheet to record the fair
value of the swap agreements at March 31, 2001.



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


RESULTS OF OPERATIONS

      The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto of Saga
Communications, Inc. and its subsidiaries contained elsewhere herein.

GENERAL

      Our financial results are dependent on a number of factors, the most
significant of which is the ability to generate advertising revenue through
rates charged to advertisers. The rates a station is able to charge are, in
large part, based on a station's ability to attract audiences in the demographic
groups targeted by its advertisers, as measured principally by periodic reports
by independent national rating services. Various factors affect the rate a
station can charge, including the general strength of the local and national
economies, population growth, ability to provide popular programming, local
market competition, relative efficiency of radio and/or broadcasting compared to
other advertising media, signal strength and government regulation and policies.
The primary operating expenses involved in owning and operating radio stations
are employee salaries, depreciation and amortization, programming expenses,
solicitation of advertising, and promotion expenses. In addition to these
expenses, owning and operating television stations involves the cost of
acquiring certain syndicated programming.

      During the years ended December 31, 2000 and 1999, and the three month
periods ended March 31, 2001 and 2000 our Columbus, Ohio and Milwaukee,
Wisconsin stations were the only operating locations representing more than 15%
of our station operating income (i.e., net operating revenue less station
operating expense). For the years ended December 31, 2000 and 1999, Columbus
accounted for an aggregate of 16% and 15%, respectively, and Milwaukee accounted
for an aggregate of 22% of station operating income. For the three months ended
March 31, 2001 and 2000, Columbus accounted for an aggregate of 15% and
Milwaukee accounted for an aggregate of 24% of station operating income. While
radio revenues in each of the Columbus and Milwaukee markets have remained
relatively stable historically, an adverse change in these radio markets or in
the relative market position of these locations could have a significant impact
on our operating results as a whole.

      Because audience ratings in the local market are crucial to a station's
financial success, we endeavor to develop strong listener/viewer loyalty. We
believe that the diversification of formats on our radio stations helps to
insulate us from the effects of changes in musical tastes of the public on any
particular format.



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     The number of advertisements that can be broadcast without jeopardizing
listening/viewing levels (and the resulting ratings) is limited in part by the
format of a particular radio station and, in the case of television stations, by
restrictions imposed by the terms of certain network affiliation and syndication
agreements. Our stations strive to maximize revenue by constantly managing the
number of commercials available for sale and adjusting prices based upon local
market conditions. In the broadcasting industry, stations often utilize trade
(or barter) agreements to generate advertising time sales in exchange for goods
or services used or useful in the operation of the stations, instead of for
cash. We minimize our use of trade agreements and historically have sold over
95% of our advertising time for cash.

     Most advertising contracts are short-term, and generally run only for a few
weeks. Most of our revenue is generated from local advertising, which is sold
primarily by each station's sales staff. For the three months ended March 31,
2001 and 2000, approximately 82% and 81%, respectively, of our gross revenue was
from local advertising. To generate national advertising sales, we engage
independent advertising sales representatives that specialize in national sales
for each of our stations.

     Our revenue varies throughout the year. Advertising expenditures, our
primary source of revenue, generally have been lowest during the winter months,
which comprise the first quarter.

     As of March 31, 2000 we owned and/or operated forty-five radio stations,
four TV stations, two LPTV stations and three radio information networks. As a
result of acquisitions, as of March 31, 2001 we owned and/or operated
fifty-three radio stations, four TV stations, two LPTV stations, and three radio
information networks.

     Since January 1, 2000, we have acquired the following stations serving the
markets indicated:

     -    January 1, 2000: two FM and one AM radio stations (KICD-AM/FM and
          KLLT-FM), serving the Spencer, Iowa market for approximately
          $6,400,000.

     -    July 17, 2000: an FM radio station (WKIO-FM) serving the
          Champaign-Urbana, Illinois market for approximately $6,800,000.

     -    August 30, 2000: an AM and FM radio station (WHMP-AM and WLZX-FM)
          serving the Northampton, Massachusetts market for approximately
          $12,000,000.

     -    February 1, 2001: two FM and two AM radio stations (WCVQ-FM, WZZP-FM,
          WABD-AM, and WJMR-AM) serving the Clarksville, Tennessee /
          Hopkinsville, Kentucky market for approximately $6,700,000.



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     -    February 1, 2001: one FM radio station (WVVR-FM) serving the
          Clarksville, Tennessee / Hopkinsville, Kentucky market for
          approximately $7,000,000, including approximately $1,000,000 of the
          Company's Class A Common Stock.

     -    April 1, 2001: an AM and FM radio station (WHAI-AM/FM) serving the
          Greenfield, Massachusetts market for approximately $2,200,000.

     In addition, in December 2000 we entered into an agreement to acquire two
FM radio stations (KMIT-FM and KGGK-FM) serving the Mitchell, South Dakota
market for approximately $4,050,000. This acquisition is subject to the approval
of the Federal Communications Commission and is expected to close during the
third quarter of 2001.

     For additional information with respect to these acquisitions, see
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources.

     We actively seek and explore opportunities for expansion through the
acquisition of additional broadcast properties. We review acquisition
opportunities on an ongoing basis.



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     The following tables summarize our results of operations for the three
months ended March 31, 2001 and 2000. The as-reported percentages reflect our
historical financial results and include the results of operations for stations
that we did not own for the entire comparable period. The same station
percentages reflect the results of operations for stations that we owned for the
entire comparable period.

CONSOLIDATED RESULTS OF OPERATIONS
(In thousands of dollars)



                                           Three Months Ended      As-Reported   Same Station
                                                March 31,          % Increase     % Increase
                                            2001        2000       (Decrease)     (Decrease)
                                          --------    --------     -----------   ------------
                                                                        
Net Operating Revenue                     $ 22,793    $ 22,042        3.41%         (1.07)%
Station Operating Expense *                 15,938      15,319        4.04%         (2.47)%
                                          --------    --------
Station Operating Income                     6,855       6,723        1.96%          2.11%
Corporate G&A                                1,356       1,211       11.97%           N/A
Depreciation and amortization                2,376       2,198        8.10%         (3.61)%
                                          --------    --------
Operating profit                             3,123       3,314       (5.76)%         4.72%
Interest expense                             1,803       1,570       14.84)%
Other expense                                  358         425      (15.76)%
Income taxes                                   428         599      (28.55)%
                                          --------    --------
Net income                                $    534    $    720      (25.83)%
                                          ========    ========
Earnings per share (basic and diluted)    $    .03    $    .04       (0.25)%
                                          ========    ========



RADIO BROADCASTING SEGMENT
(In thousands of dollars)



                                   Three Months Ended     As-Reported    Same Station
                                        March 31,         % Increase     % Increase
                                   2001         2000      (Decrease)     (Decrease)
                                  -------      -------    -----------    ------------
                                                                
Net Operating Revenue             $20,323      $19,244       5.61%          0.48%
Station Operating Expense *        13,873       13,128       5.67%         (1.92)%
                                  -------      -------
Station Operating Income            6,450        6,116       5.46%          5.62%
Depreciation and amortization       1,781        1,612      10.48%         (5.21)%
                                  -------      -------
Operating profit                    4,669        4,504       3.66%          9.50%



TELEVISION BROADCASTING SEGMENT
(In thousands of dollars)
                               Three Months Ended     As-Reported   Same Station
                                    March 31,         % Increase     % Increase
                                2001        2000     (Decrease)     (Decrease)
                               ------      ------    ------------   ------------
Net Operating Revenue          $2,470      $2,798      (11.72)%       (11.72)%
Station Operating Expense *     2,065       2,191       (5.75)%        (5.75)%
                               ------      ------
Station Operating Income          405         607      (33.28)%       (33.28)%
Depreciation and amortization     501         493        1.62%          1.62%
                               ------      ------
Operating profit (loss)        $  (96)     $  114     (184.21)%      (184.21)%

-----------
*    Programming, technical, selling and station general and administrative
     expenses.



                                       16
   17

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

      For the three months ended March 31, 2001, net operating revenue was
$22,793,000 compared with $22,042,000 for the three months ended March 31, 1999,
an increase of $751,000 or 3%. Approximately $987,000 or 131% of the increase
was attributable to revenue generated by stations that we did not own or operate
for the comparable period in 2000. Net operating revenue generated by stations
that we owned and operated for the entire comparable period ("same station")
decreased by approximately 1% ($236,000). This decrease was primarily the result
of a general slowdown in the economy which primarily impacted our television
segment.

      Station operating expense, (i.e., programming, technical, selling and
station general and administrative expenses) increased by $619,000 or 4% to
$15,938,000 for the three months ended March 31, 2001, compared with $15,319,000
for the three months ended March 31, 2000. Of the total increase, approximately
$996,000 or 161% was the result of the impact of the operation of stations that
we did not own or operate for the comparable period in 2000. Station operating
expense decreased by approximately $377,000 or 3% on a same station basis.

      Operating profit decreased by $191,000 or 6% to $3,123,000 for the three
months ended March 31, 2001, compared with $3,314,000 for the three months ended
March 31, 2000. The decrease was primarily the result of the $751,000 increase
in net operating revenue, offset by the $619,000 increase in station operating
expense, a $178,000 or 8% increase in depreciation and amortization that was
principally the result of the recent acquisitions, and a $145,000 increase in
corporate general and administrative charges.

      We generated net income in the amount of approximately $534,000 ($0.03 per
share on a diluted basis) during the three months ended March 31, 2001, compared
with net income of $720,000 ($0.04 per share on a diluted basis) for the three
months ended March 31, 2000, a decrease of approximately $186,000. The decrease
in net income was principally the result of the $191,000 decrease in operating
profit and a $233,000 increase in interest expense, offset by a $67,000 decrease
in other expense and a $171,000 decrease in income taxes. The increase in
interest expense was principally the result of the Company's additional
borrowings to finance acquisitions and a marginally higher interest rate over
the prior period. Other expense of $358,000 in 2001 was primarily attributable
to marking to market our swap agreements. Other expense in 2000 included a
$125,000 loss on the sale of a building in one of our markets and a $300,000
loss related to our equity in the operating results of an investment in
Reykjavik, Iceland, which we sold in June 2000.



                                       17
   18

OUTLOOK

      The following statements are forward-looking statements and should be read
in conjunction with "Forward-Looking Statements" below.

      Based on the economic and market conditions as of April 26, 2001, for the
quarter ending June 30, 2001 we anticipate net operating revenue of
approximately $27,500,000, station operating expense of approximately
$15,600,000, station operating income of approximately $11,400,000, operating
profit of approximately $7,700,000, and net income of approximately $3,200,000
or $.19 per share on a fully diluted basis.

      Based on the economic and market conditions as of April 26, 2001, for the
year ending December 31, 2001 we anticipate net operating revenue of
approximately $106,600,000, station operating expense of approximately
$65,500,000, station operating income of approximately $41,100,000, operating
profit of approximately $26,100,000, and net income of approximately $10,100,000
or $.61 per share on a fully diluted basis.

FORWARD-LOOKING STATEMENTS

      Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. In addition, words such
as "believes", "anticipates", "estimates", "expects", and similar expressions
are intended to identify forward-looking statements. These statements are made
as of the date of this report based on current expectations. We undertake no
obligation to update this information. A number of important factors could cause
our actual results for 2001 and beyond to differ materially from those expressed
in any forward-looking statements made by or on our behalf. Forward looking
statements involve a number of risks and uncertainties including, but not
limited to, our financial leverage and debt service requirements, dependence on
key personnel, dependence on key stations, U.S. and local economic conditions,
the successful integration of acquired stations, and regulatory matters. We
cannot be sure that we will be able to anticipate or respond timely to changes
in any of these factors, which could adversely affect the operating results in
one or more fiscal quarters. Results of operations in any past period should not
be considered, in and of itself, indicative of the results to be expected for
future periods. Fluctuations in operating results may also result in
fluctuations in the price of our stock.

      For a more complete description of the prominent risks and uncertainties
inherent in our business, see "Business - Forward Looking Statements; Risk
Factors" in our Form 10-K for the year ended December 31, 2000.



                                       18
   19

LIQUIDITY AND CAPITAL RESOURCES

      As of March 31, 2001, we had $105,788,000 of long-term debt (including the
current portion thereof) outstanding and approximately $95,000,000 of unused
borrowing capacity under our Credit Agreement.

      On March 28, 2001, we amended and refinanced our Credit Agreement. Under
the amended Credit Agreement we have three financing facilities (the
"Facilities"): a $105,000,000 senior secured term loan (the "Term Loan"), a
$75,000,000 senior secured acquisition loan facility (the "Acquisition
Facility"), and a $20,000,000 senior secured revolving credit facility (the
"Revolving Facility"). The Facilities mature September 30, 2008. Our
indebtedness under the Facilities is secured by a first priority lien on
substantially all of our assets and the assets of our subsidiaries, by a pledge
of our subsidiaries' stock and by a guarantee of our subsidiaries.

      The Term Loan was used to refinance our existing credit agreement, fund
permitted acquisitions and pay related transaction expenses. The Acquisition
Facility may be used for permitted acquisitions and to pay related transaction
expenses. The Revolving Facility may be used for general corporate purposes,
including working capital, capital expenditures, permitted acquisitions (to the
extent that the Acquisition Facility has been fully utilized and limited to
$10,000,000) and permitted stock buybacks. On March 28, 2003, the Acquisition
Facility will convert to a five and a half year term loan. The outstanding
amount of the Term Loan is required to be reduced quarterly in amounts ranging
from 3.125% to 7.5% of the initial commitment commencing on March 31, 2003. The
outstanding amount of the Acquisition Facility is required to be reduced
quarterly in amounts ranging from 3.125% to 7.5% commencing on March 31, 2003.
Any outstanding amount under the Revolving Facility will be due on the maturity
date of September 30, 2008. In addition, the Facilities may be further reduced
by specified percentages of Excess Cash Flow (as defined in the Credit
Agreement) based on leverage ratios.

      Interest rates under the Facilities are payable, at our option, at
alternatives equal to LIBOR plus 1.25% to 2.0% or the Agent bank's base rate
plus .25% to 1.0%. The spread over LIBOR and the base rate vary from time to
time, depending upon our financial leverage. We also pay quarterly commitment
fees of 0.375% to 0.625% per annum on the aggregate unused portion of the
Acquisition and Revolving Facilities.

      Our Credit Agreement contains a number of financial covenants which, among
other things, require us to maintain specified financial ratios and impose
certain limitations on us with respect to investments, additional indebtedness,
dividends, distributions, guarantees, liens and encumbrances.



                                       19
   20

     At March 31, 2001, we had three interest rate swap agreements under the
following terms:

     -    Notional amount of $24,500,000. We pay 6.875% calculated on the
          notional amount. We receive LIBOR (4.9025% at March 31, 2001)
          calculated on the notional amount of $24,500,000.

     -    Notional amount of $12,250,000. We pay 5.685% calculated on the
          notional amount. We receive LIBOR (4.9025% at March 31, 2001)
          calculated on the notional amount of $12,250,000.

     -    Notional amount of $12,250,000. We pay 5.685% calculated on the
          notional amount. We receive LIBOR (4.9025% at March 31, 2001)
          calculated on the notional amount of $12,250,000.

     The swap agreements will be used to convert the variable Eurodollar
interest rate of a portion of our bank borrowings to a fixed interest rate. The
swap agreements were entered into to reduce our risk of rising interest rates.
Net receipts or payments under the agreements are recognized as an adjustment to
interest expense. The swap agreements expire in September 2001.

     Approximately $9,000 in additional interest expense was recognized as a
result of the interest rate swap agreements for the three months ended March 31,
2001. An aggregate decrease in interest expense of approximately $45,000 has
been recognized since the inception of the agreements.

     In March 2001, we terminated all three of our interest rate cap agreements
effective March 30, 2001.

     During the three months ended March 31, 2001 and 2000, we had net cash
flows from operating activities of $3,560,000 and $5,683,000, respectively. We
believe that cash flow from operations will be sufficient to meet our quarterly
debt service requirements for interest and scheduled payments of principal under
the Credit Agreement. If such cash flow is not sufficient we may be required to
sell additional equity securities, refinance our obligations or dispose of one
or more of our properties in order to make such scheduled payments. There can be
no assurance that we would be able to effect any such transactions on favorable
terms.

     The following acquisitions in 2001 were financed through funds generated
from operations, additional borrowings of $7,500,000 under the Credit Agreement,
and the issuance of approximately $1,000,000 of our Class A Common Stock:

     -    February 1, 2001: two FM and two AM radio stations (WCVQ-FM, WZZP-FM,
          WABD-AM, and WJMR-AM) serving the Clarksville, Tennessee /
          Hopkinsville, Kentucky market for approximately $6,700,000.



                                       20
   21

     -    February 1, 2001: an FM radio station (WVVR-FM) serving the
          Clarksville, Tennessee / Hopkinsville, Kentucky market for
          approximately $7,000,000, including approximately $1,000,000 of the
          Company's Class A Common Stock. The radio station was owned by a
          company in which a member of our Board of Directors had a 35%
          beneficial ownership interest. The purchase price was determined on an
          arm's length basis. We also obtained an opinion from an independent
          appraiser that the purchase price was fair from a financial point of
          view.

     On April 1, 2001 we acquired an AM and FM radio station (WHAI-AM/FM)
serving the Greenfield, Massachusetts market for approximately $2,200,000.

     In December 2000 we entered into an agreement to acquire two FM radio
stations (KMIT-FM and KGGK-FM) serving the Mitchell, South Dakota market for
approximately $4,050,000. This acquisition is subject to the approval of the
Federal Communications Commission and is expected to close during the third
quarter of 2001.

     We continue to actively seek and explore opportunities for expansion
through the acquisition of additional broadcast properties.

     In September 2000, we modified our Stock Buy-Back Program so that we may
purchase up to $6,000,000 of our Class A Common Stock. Since inception of the
Stock Buy-Back program in 1998 through March 31, 2001 we have repurchased
approximately $4,319,000 of our Class A Common Stock.

     We anticipate that any future acquisitions of radio and television stations
and purchases of Class A Common Stock under the Stock Buy-Back program will be
financed through funds generated from operations, borrowings under the Credit
Agreement, additional debt or equity financing, or a combination thereof.
However, there can be no assurances that any such financing will be available.

     Our capital expenditures for the year the three months ended March 31, 2001
were approximately $1,769,000 ($1,151,000 in the comparable period in 2000). We
anticipate our capital expenditures in 2001 to be approximately $6,000,000,
which we expect to finance through funds generated from operations and/or
additional borrowings under the Credit Agreement.



                                       21
   22

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has proposed new accounting for
business combinations, that among other things, would change the accounting for
goodwill and other intangibles recorded in business acquisitions as of the date
of the new Statement. An important part of the proposed Statement is that
amortization of goodwill and certain other intangibles with indefinite lives
would cease for both assets acquired prior to the effective date of the
Statement and for any new goodwill and other intangibles acquired after the
effective date of the Statement. Rather than amortizing these assets, goodwill
and other intangibles would be reviewed for impairment using a "market value"
approach. The proposed Statement is expected to be finalized in June 2001. We
currently record a significant amount of amortization of goodwill and certain
other intangibles as a non-cash expense. As a result, if this proposed Statement
is finalized in its current form, it will have a material impact on our
financial statements. However, we feel that it is not appropriate to forecast
the amount of the impact until the proposed Statement is finalized.

INFLATION

      The impact of inflation on the Company's operations has not been
significant to date. There can be no assurance that a high rate of inflation in
the future would not have an adverse effect on the Company's operations.



                                       22
   23

                           PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

   (a)    Exhibits

          None

   (b)    Reports on Form 8-K

          None



                                       23
   24

                                   SIGNATURES

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

                                     SAGA COMMUNICATIONS, INC.


Date:  May 11, 2001                   /s/ Samuel D. Bush
                                      -----------------------------------------
                                      Samuel D. Bush
                                      Vice President, Chief Financial
                                      Officer, and Treasurer
                                      (Principal Financial Officer)



Date:  May 11, 2001                   /s/ Catherine A. Bobinski
                                      -----------------------------------------
                                      Catherine A. Bobinski
                                      Vice President, Corporate Controller and
                                      Chief Accounting Officer
                                      (Principal Accounting Officer)



                                       24