SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 ------------

                                   FORM 8-K
             CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                 ------------


                      January 23, 2004 (January 23, 2004)
    -----------------------------------------------------------------------
               Date of Report (Date of earliest event reported)


                     American Lawyer Media Holdings, Inc.
    -----------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)


       Delaware                333-50119                   13-3980412
  --------------------    ------------------------    ---------------------
    (State or Other       (Commission File No.)       (I.R.S. Employer
    Jurisdiction of                                   Identification No.)
    Incorporation)


           345 Park Avenue South
           New York, New York                             10010
     -----------------------------------          ------------------------
         (Address of Principal                          (Zip Code)
         Executive Offices)


                                (212) 779-9200
    -----------------------------------------------------------------------
             (Registrant's telephone number, including area code)


                                     None
    -----------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


Item 5.  Other Events and Regulation FD Disclosure

         Except as expressly indicated or unless the context otherwise
requires, the "American Lawyer Media Holdings, Inc.", "we", "our", or "us"
means American Lawyer Media Holdings, Inc., a Delaware corporation, and its
subsidiaries.

         On January 23, 2004, we commenced a solicitation of consents from
holders of our outstanding 12 1/4% Senior Discount Notes Due 2008 (CUSIP No.
02712K AD 2) ("Discount Notes") to proposed amendments to the related
Indenture dated as of December 22, 1997, by and between us and The Bank of New
York, as trustee, pursuant to which the Discount Notes were issued.
Additionally, on January 23, 2004, our wholly owned subsidiary American Lawyer
Media, Inc., a Delaware corporation ("ALM"), commenced a solicitation of
consents from holders of its outstanding 9 3/4% Senior Notes Due 2007 (CUSIP
No. 027 126 AC 5) ("Senior Notes") to proposed amendments to the related
Indenture dated as of December 22, 1997, by and between ALM and The Bank of
New York, as trustee, pursuant to which the Senior Notes were issued.

         Each consent solicitation is being made upon the terms and subject to
the conditions set forth in the Consent Solicitation Statement dated January
23, 2004 and the related consent form (as it may be supplemented from time to
time, the "Statement") and will expire at 5:00 p.m. New York City time, on
January 30, 2004, unless extended (such date, as the same may be extended, the
"Expiration Date"). Subject to the terms and conditions set forth in the
Statement, ALM will pay a consent payment of $5.00 for each $1,000 aggregate
principal amount at maturity of Senior Notes in respect of which a consent has
been validly delivered and not revoked prior to or on the Expiration Date.
Holders of Discount Notes will not receive any payment for delivery consents
with respect to Discount Notes.


Item 7.  Financial Statements and Exhibits

Exhibit No.        Description
-----------        -----------

Exhibit 20.1       Consent Solicitation Statement, dated January 23, 2004


<PAGE>


                                   SIGNATURE

         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 hereunto duly authorized.

                                           AMERICAN LAWYER MEDIA HOLDINGS, INC.


                                           By: /s/ Eric Lundberg
                                               -----------------------------
                                           Eric Lundberg
                                           Chief Financial Officer

Date: January 23, 2004

<PAGE>



                                 EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

Exhibit 20.1      Consent Solicitation Statement, dated January 23, 2004



<PAGE>

                                                                  Exhibit 20.1


                        CONSENT SOLICITATION STATEMENT

                     AMERICAN LAWYER MEDIA HOLDINGS, INC.

                           Solicitation of Consents
          With Respect to its 12-1/4% Senior Discount Notes Due 2008
                           (CUSIP No. 02712K AD 2)

                                      and

                          AMERICAN LAWYER MEDIA, INC.

                           Solicitation of Consents
   With Respect to its 9-3/4% Senior Notes Due 2007 (CUSIP No. 027 126 AC 5)

------------------------------------------------------------------------------

EACH CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
JANUARY 30, 2004, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE
"EXPIRATION DATE"). IN ORDER TO RECEIVE THE CONSENT PAYMENT (AS DEFINED
BELOW), HOLDERS OF SENIOR NOTES (AS DEFINED BELOW) MUST PROVIDE THEIR CONSENTS
TO THE PROPOSED AMENDMENTS AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE. EACH COMPANY INTENDS TO EXECUTE A SUPPLEMENTAL INDENTURE
CONTAINING THE PROPOSED AMENDMENTS PROMPTLY FOLLOWING THE EXPIRATION DATE.
CONSENTS MAY BE REVOKED AT OR AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE, BUT NOT THEREAFTER.
------------------------------------------------------------------------------

                               ________________

American Lawyer Media Holdings, Inc., a Delaware corporation ("Holdings"), is
soliciting consents (the "Discount Consents") with respect to its outstanding
12 1/4% Senior Discount Notes Due 2008 (CUSIP No. 02712K AD 2) (the "Discount
Notes") to proposed amendments of the related Indenture dated as of December
22, 1997 (the "Discount Indenture"), by and between Holdings and The Bank of
New York, as trustee (the "Discount Trustee"), pursuant to which the Discount
Notes were issued. American Lawyer Media, Inc., a Delaware corporation ("ALM"
and together with Holdings, the "Companies"), is soliciting consents (the
"Senior Consents" and together with the Discount Consents, the "Consents")
with respect to its outstanding 9 3/4% Senior Notes Due 2007 (CUSIP No. 027
126 AC 5) (the "Senior Notes" and together with the Discount Notes, the
"Notes") to proposed amendments of the related Indenture dated as of December
22, 1997 (the "Senior Indenture" and together with the Discount Indenture, the
"Indentures"), by and between ALM and The Bank of New York, as trustee (the
"Senior Trustee" and together with the Discount Trustee, the "Trustees"),
pursuant to which the Senior Notes were issued. Each consent solicitation is
being made upon the terms and subject to the conditions set forth in this
Consent Solicitation Statement (as it may be supplemented from time to time,
this "Statement") and in the accompanying Consent Form (the "Consent Form"
and, together with the Statement, the "Solicitation"). ALM will pay to each
Holder (as defined below) of Senior Notes who has validly delivered and not
revoked a Senior Consent on or prior to the Expiration Date a consent payment
in the amount of $5.00 for each $1,000 aggregate principal amount at maturity
of Senior Notes in respect of which a Senior Consent has been validly
delivered (the "Consent Payment"). No payment will be made to Holders of the
Discount Notes for delivery of a Discount Consent.

Each Company is soliciting Consents to the proposed amendments (the "Proposed
Amendments") to the applicable Indenture, which would, in each case, modify
(i) the definition of Permitted Indebtedness to increase the allowable amount
of indebtedness pursuant to a credit agreement up to an aggregate principal
amount outstanding at any time from $40 million to $65 million and (ii) the
definition of Permitted Lien to increase the allowable amount of liens
securing obligations under a credit agreement from $40 million to $65 million.
The Proposed Amendments will have the effect of allowing additional secured
indebtedness to be incurred under each Indenture.

Holders (as defined below) are requested to read and to consider carefully the
information contained herein and to give their Consent to the Proposed
Amendments by properly completing and executing the accompanying Consent Form
and delivering it to The Bank of New York, as depositary (the "Depositary"),
as soon as possible and no later than 5:00 p.m., New York City time, on the
Expiration Date, at its address or number listed on the back cover page of
this Statement. In order for the Proposed Amendments to the Discount Indenture
to be approved, duly executed Discount Consents representing not less than a
majority of the aggregate principal amount at maturity of the outstanding
Discount Notes, including any Discount Notes owned by Holdings or any of its
affiliates (the "Discount Requisite Consents") must be received (and not
subsequently revoked) on or prior to the Expiration Date. In order for the
Proposed Amendments to the Senior Indenture to be approved, duly executed
Senior Consents representing not less than a majority of the aggregate
principal amount at maturity of the outstanding Senior Notes, including any
Senior Notes owned by ALM or any of its affiliates (the "Senior Requisite
Consents" and together with the Discount Requisite Consents, the "Requisite
Consents") must be received (and not subsequently revoked) on or prior to the
Expiration Date.

If the Proposed Amendments become effective, each Holder, irrespective of
whether such Holder delivered a Consent Form, will be bound by the Proposed
Amendments.

CONSENT FORMS SHOULD BE SENT TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE
BACK COVER PAGE OF THIS STATEMENT AND ON THE CONSENT FORM IN ACCORDANCE WITH
THE INSTRUCTIONS SET FORTH THEREIN. CONSENT FORMS SHOULD NOT BE DELIVERED TO
EITHER COMPANY OR THE TRUSTEES. HOWEVER, EACH COMPANY RESERVES THE RIGHT TO
ACCEPT ANY CONSENT RECEIVED BY EITHER OF THEM OR THE TRUSTEES.

UNDER NO CIRCUMSTANCES SHOULD ANY HOLDER TENDER OR DELIVER NOTES.

                               January 23, 2004

<PAGE>



Each Company is soliciting Consents of the Holders of its Notes to the
Proposed Amendments. Consents may be validly revoked at or at any time prior
to 5:00 p.m., New York City time, on the Expiration Date, but not thereafter.
See "Consent Solicitation--Revocation of Consents." If the Requisite Consents
are obtained, each Holder of Senior Notes who validly delivered (and did not
revoke) Senior Consents on or prior to 5:00 p.m., New York City time, on the
Expiration Date will receive the Consent Payment. If Senior Consents relating
to any Senior Notes either are not properly delivered or are revoked and not
properly redelivered on or prior to 5:00 p.m., New York City time, on the
Expiration Date, Holders of such Senior Notes will not receive the Consent
Payment even though the Proposed Amendments relating to such Senior Notes will
be effective as to all Holders of Senior Notes. In the event that the
Solicitation is withdrawn or otherwise not completed, the Consent Payment will
not be paid or become payable to Holders of Senior Notes who have validly
delivered Senior Consents. If the Consent Payment has not been made within
seven business days after the Expiration Date, the Proposed Amendments will
not become effective. No payment will be made to Holders for delivery of a
Discount Consent.

The Proposed Amendments will be effected through the execution of a
supplemental indenture to the Discount Indenture (the "Discount Supplemental
Indenture") and the execution of a supplemental indenture to the Senior
Indenture (the "Senior Supplemental Indenture" and together with the Discount
Supplemental Indenture, the "Supplemental Indentures"). Promptly after receipt
of the Requisite Consents, the Discount Supplemental Indenture will be
executed by Holdings and the Discount Trustee and the Senior Supplemental
Indenture will be executed by ALM and the Senior Trustee.

The Proposed Amendments will not become operative unless each Supplemental
Indenture has been executed and the Consent Payment has been made to Holders
of Senior Notes who have validly delivered Senior Consents.

Subject to applicable law and the terms of the applicable Indenture, each
Company expressly reserves the right, in its sole discretion and regardless of
whether the Depositary has received the Requisite Consents, at any time prior
to the Expiration Date to (1) terminate the Solicitation for any reason, (2)
extend the Expiration Date or (3) otherwise amend the terms of the
Solicitation in any respect.

Only Holders are eligible to Consent to the Proposed Amendments. "Holders"
means (1) those persons in whose name the respective Notes were registered
("Registered Holders") as of the close of business on January 20, 2004 (the
"Record Date") and (2) any other person who has been authorized by proxy or in
any other manner acceptable to Holdings or ALM, as the case may be, (or any
other person claiming title by or through such person) to vote the applicable
Notes on behalf of such a Registered Holder. Each Company reserves the right
to establish at any time and from time to time by press release or written
notice any new date as the Record Date for purposes of this Solicitation.

Any beneficial owner of Notes who is not a Registered Holder of such Notes
wishing to consent to the Proposed Amendments must either:

     (1)    arrange with the person who is the Holder or such Holder's
            assignee or nominee to execute and deliver a Consent Form on
            behalf of such beneficial owner; or

     (2)    obtain an irrevocable proxy from the Holder or such Holder's
            assignee or nominee, properly execute that proxy and attach the
            proxy to a completed Consent Form, and deliver the Consent Form
            with the executed proxy to the Depositary at the address set forth
            on the back cover page of this Statement.

The transfer of a Note after the Record Date will not, on its own, have the
effect of revoking any Consent that had previously been validly executed,
completed and delivered by a person who was a Holder of the Note as of the
Record Date. Each Consent granted pursuant to a properly completed and
executed Consent Form of a Holder is a continuing consent by such Holder and
will be counted, notwithstanding any transfer of the Notes to which such
Consent Form relates, unless the Holder has revoked the Consent in accordance
with the procedure for revoking consents described herein and in the Consent
Form. Only a Holder on the Record Date may consent or revoke any Consent
previously granted by such Holder. Any person or entity that becomes a holder
of the Notes after the Record Date will not have the authority to grant a
Consent to the Proposed Amendments or to revoke any Consent previously granted
by a Holder relating to the Notes held by the subsequent holder.

                                      i

<PAGE>

For purposes of the Solicitation, The Depository Trust Company ("DTC"), as
nominee holder of Notes, will execute an omnibus proxy to authorize DTC
participants ("DTC Participants") set forth in the position listing of DTC as
of the Record Date to execute Consent Forms as if they were the Holders of the
Notes held of record in the name of DTC or the name of its nominee.
Accordingly, for purposes of the Solicitation, the term "Holder" shall be
deemed to include the DTC Participants.

NEITHER COMPANY MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD
CONSENT TO THE PROPOSED AMENDMENTS.

THIS STATEMENT AND THE CONSENT FORM CONTAIN IMPORTANT INFORMATION WHICH SHOULD
BE READ BEFORE A DECISION IS MADE WITH RESPECT TO THE SOLICITATION.

No person has been authorized to give any information or make any
representations other than those contained in this Statement or in the Consent
Form and, if given or made, such information or representations must not be
relied upon as having been authorized by either Company, the Depositary or the
Trustees. The Solicitation is not being made to, and no Consents are being
solicited from, Holders in any jurisdiction in which it is unlawful to make
such Solicitation or grant such Consents. The delivery of this Statement and
the related documents does not, under any circumstances, create any
implication that the information contained herein is correct as of any time
subsequent to its date or that there has been no change in the information set
forth herein or in any attachments hereto or in the affairs of either Company
or any of subsidiaries or affiliates of either Company since the date hereof.


                                      ii

<PAGE>


                               TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

AVAILABLE INFORMATION AND INCORPORATION OF DOCUMENTS BY REFERENCE.........iv

FORWARD-LOOKING STATEMENTS.................................................v

SUMMARY....................................................................1

THE COMPANIES..............................................................3

THE PROPOSED AMENDMENTS....................................................4

THE CONSENT SOLICITATION...................................................5

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.....................10

ANNEX A....................................................................1


                                     iii

<PAGE>


                    AVAILABLE INFORMATION AND INCORPORATION
                           OF DOCUMENTS BY REFERENCE

Each Company is subject to the reporting requirements under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files annual, quarterly and
other reports and furnishes other information to the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the Public Reference Section of the Commission located
at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549
and on the Commission's Internet website at http://www.sec.gov. To obtain
information on the operation of the Public Reference Section of the
Commission, you may call the Commission at (800) SEC-0330. Copies of such
materials can be obtained from the Public Reference Section of the Commission
at prescribed rates.

The documents filed by Holdings with the Commission listed below are
incorporated herein by reference and constitute an important part of this
Statement:

o    annual report on Form 10-K for the fiscal year ended December 31, 2002;
     and

o    quarterly reports on Form 10-Q for the quarters ended March 31, 2003,
     June 30, 2003 and September 30, 2003.

Holdings will provide without charge to each Holder of Discount Notes upon
request of such person, a copy of the Discount Indenture and of any or all
information filed by Holdings with the Commission. Holders of Discount Notes
may request a copy of these filings (other than an exhibit to a filing unless
that exhibit is specifically incorporated by reference into that filing) at no
cost, by writing or telephoning Holdings at the following address and
telephone number:

                     American Lawyer Media Holdings, Inc.
                             345 Park Avenue South
                           New York, New York 10010
                          Attention: General Counsel
                           Telephone: (212) 545-6148


                                      iv
<PAGE>

The documents filed by ALM with the Commission listed below are incorporated
herein by reference and constitute an important part of this Statement:

o    annual report on Form 10-K for the fiscal year ended December 31, 2002;
     and

o    quarterly reports on Form 10-Q for the quarters ended March 31, 2003,
     June 30, 2003 and September 30, 2003.

ALM will provide without charge to each Holder of Senior Notes upon request of
such person, a copy of the Senior Indenture and of any or all information
filed by ALM with the Commission. Holders of Senior Notes may request a copy
of these filings (other than an exhibit to a filing unless that exhibit is
specifically incorporated by reference into that filing) at no cost, by
writing or telephoning Holdings at the following address and telephone number:

                          American Lawyer Media, Inc.
                             345 Park Avenue South
                           New York, New York 10010
                          Attention: General Counsel
                           Telephone: (212) 545-6148


                                      iv

<PAGE>


                          FORWARD-LOOKING STATEMENTS

This Statement contains "forward-looking statements". Such statements are
based upon the beliefs and assumptions of, and on information available to,
the management of each Company at the time such statements are made. The
following are or may constitute forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995: (i) statements
preceded by, followed by or that include the words "may," "will," "could,"
"should," "believe," "expect," "future," "potential," "anticipate," "intend,"
"plan," "estimate" or "continue" or the negative or other variations thereof
and (ii) statements regarding matters that are not historical facts. Such
forward-looking statements are subject to various risks and uncertainties,
including, without limitation, (i) general economic conditions and
developments in the legal services industry or the publishing industry, (ii)
product demand and pricing, (iii) the success of new initiatives, (iv)
increased competition with respect to services provided by ALM and for
advertising and subscription revenue and (v) sufficiency of cash flow to fund
the operations of each Company.

Each Company disclaims any obligation to publicly update the plans, or
disclose any difference between their actual results and those reflected in
the plans. The information constitutes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.

Although each Company believes that statements regarding its expectations
contained in this Statement are reasonable, there can be no assurance that
these expectations will be achieved. You are cautioned that any
forward-looking statements, including statements regarding our intent, belief
or current expectations, are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ significantly from
those in the forward-looking statements.

The forward-looking statements in this Statement are accurate only as of its
date. If expectations change, or if new events, conditions or circumstances
arise, there is no requirement to, and neither Company may, update or revise
any forward-looking statement in this Statement.

                                      v

<PAGE>



                                    SUMMARY

The following summary is provided solely for the convenience of the Holders of
Notes. This summary is not intended to be complete and is qualified in its
entirety by reference to the full text and more specific details contained in
this Statement. Holders are urged to read the more detailed information set
forth elsewhere in this Statement and the accompanying Consent Form. Each of
the capitalized terms used in this summary and not defined herein has the
meaning set forth elsewhere in this Statement.


The Companies..............................    American Lawyer Media Holdings,
                                               Inc. and American Lawyer Media,
                                               Inc., each a Delaware
                                               corporation.

The Notes..................................    Holdings' 12-1/4% Senior
                                               Discount Notes Due 2008 (CUSIP
                                               No. 02712K AD 2) and ALM's
                                               9-3/4% Senior Notes Due 2007
                                               (CUSIP No. 027 126 AC 5).

The Solicitation...........................    Each Company is soliciting
                                               Consents to the Proposed
                                               Amendments to the applicable
                                               Indenture from Holders of its
                                               Notes as of the close of
                                               business on January 20, 2004.

Expiration Date............................    The Expiration Date of the
                                               Solicitation will be 5:00 P.M.
                                               New York City Time, on January
                                               30, 2004, unless extended.

Consent Payment............................    ALM will pay, within five
                                               business days after the
                                               Expiration Date, a Consent
                                               Payment of $5.00 for each
                                               $1,000 aggregate principal
                                               amount at maturity of Senior
                                               Notes in respect of which a
                                               Senior Consent has been validly
                                               delivered and not revoked,
                                               prior to or on the Expiration
                                               Date. The Consent Payment will
                                               not be made if the Requisite
                                               Consents are not received, if
                                               the Solicitation is terminated
                                               or if either Supplemental
                                               Indenture is not executed or
                                               does not otherwise become
                                               effective for any reason. No
                                               payment will be made to Holders
                                               of Discount Notes for delivery
                                               of a Discount Consent.

The Proposed Amendments....................    The Proposed Amendments would,
                                               in each case, modify (i) the
                                               definition of Permitted
                                               Indebtedness to increase the
                                               allowable amount of
                                               indebtedness pursuant to a
                                               credit agreement up to an
                                               aggregate principal amount
                                               outstanding at any time from
                                               $40 million to $65 million and
                                               (ii) the definition of
                                               Permitted Lien to increase the
                                               allowable amount of liens
                                               securing obligations under a
                                               credit agreement from $40
                                               million to $65 million. See
                                               "The Proposed Amendments."

Purpose of the Solicitation................    The purpose of the Solicitation
                                               is to approve the Proposed
                                               Amendments, which will permit
                                               the incurrence of additional
                                               secured indebtedness under each
                                               Indenture. Each Company intends
                                               to use the proceeds of such
                                               additional indebtedness for
                                               general corporate purposes, the
                                               acquisition of other businesses
                                               in the publishing industry and
                                               other strategic expansion
                                               opportunities. We have ongoing
                                               discussions with various
                                               potential acquisition targets
                                               but currently have no
                                               agreements or commitment with
                                               respect to any potential
                                               acquisitions.

Payment Date...............................    The payment of the Consent
                                               Payment will promptly follow
                                               the execution of the
                                               Supplemental Indentures.



                                      1
<PAGE>

Procedures to Deliver Consents.............    See "Consent
                                               Solicitation--Procedures for
                                               Delivering Consents." For
                                               further information, call the
                                               Depositary at the telephone
                                               number set forth on the back
                                               cover of this Statement or
                                               consult your broker, dealer,
                                               commercial bank or trust
                                               company for assistance.

Revocation of Consents.....................    Consents may be revoked at or
                                               at any time prior to 5:00 p.m.,
                                               New York City time, on the
                                               Expiration Date, but not
                                               thereafter. See "Consent
                                               Solicitation--Revocation of
                                               Consents."

Effect on Non-Consenting Holders...........    If the Proposed Amendments
                                               becomes effective, each Holder,
                                               irrespective of whether such
                                               Holder delivered a Consent
                                               Form, will be bound by the
                                               Proposed Amendments.

Depositary.................................    The Bank of New York is serving
                                               as the Depositary in connection
                                               with the Solicitation.

United States Federal Income
Tax Consequences...........................    For a discussion of certain
                                               United States federal income
                                               tax consequences relating to
                                               the Solicitation, see "Certain
                                               United States Federal Income
                                               Tax Consequences."

Further Information........................    Additional copies of this
                                               Statement and the Consent Form
                                               may be obtained by contacting
                                               the Depositary at the address
                                               and telephone number set forth
                                               on the back cover of this
                                               Statement.


                                      2
<PAGE>



                                 THE COMPANIES

Unless the context otherwise requires: (i) "we," "us," "our" or "Holdings"
refers to American Lawyer Media Holdings, Inc., which is the parent company of
American Lawyer Media, Inc. and its subsidiaries; and (ii) "ALM" refers to
American Lawyer Media, Inc. and its subsidiaries.

We publish approximately 25 periodicals, including several leading national
periodicals and regional publications serving four of the five largest state
legal markets. Our nationally-recognized periodicals include The American
Lawyer, a monthly magazine containing articles and features targeted to
attorneys practicing in large law firms, and The National Law Journal, the
nation's largest selling weekly legal newspaper, which covers the law, lawyers
and litigation. Our regional publications are led by the New York Law Journal,
a daily publication with one of the largest paid circulations of regional
legal newspapers in the United States. In addition, we publish six other daily
newspapers serving Atlanta, Philadelphia, Northern California, Miami, Fort
Lauderdale and Palm Beach, as well as six weekly regional newspapers serving
New Jersey, Delaware, Texas, Washington, D.C., Connecticut and Pennsylvania.

In addition to the periodicals referred to above, we publish Corporate
Counsel, a leading magazine for corporate in-house attorneys, Law Technology
News and AmLaw Tech, two leading legal technology magazines, as well as IP Law
& Business, a leading specialty magazine focusing on intellectual property.

We also create and package information for attorneys and business
professionals. This business includes a portfolio of publications covering a
variety of specialized legal interests and practice areas, including 28
newsletters and over 150 treatises on topics of national and regional
interest. We also publish various directories used by legal professionals.

Under our LegalTech trademark, we are a leading producer of trade shows and
conferences relating to law practice technology. In addition, we organize and
sponsor numerous professional seminars, both live and on-line, that cover
issues of current legal interest.

Our litigation services division is dedicated to providing the legal community
with high-quality, timely news and information about litigation. It includes
The National Law Journal, a series of weekly and monthly verdict and
settlement newsletters, and the NLJ Expert Witness and Consultants Network, a
group of eight regional and one national expert witness directories. The
division also operates three web sites, verdictsearch.com, nljexperts.com and
nlj.com, which provide users with access to a vast database of verdict and
settlement reports, the nation's premier online expert witness directory and a
variety of news and information resources. The network's telephone research
service fields more than 15,000 requests annually for verdict, settlement and
expert witness research.

In addition, we operate an on-line business through Law.com, Inc., a Delaware
corporation ("Law.com"), which delivers legal news and information and
includes an on-line training program which allows attorneys to receive
continuing legal education ("CLE") credit. We also recently began a research
business which provides law firms, vendors and other customers with reports
and surveys on specified legal topics.

We derive our revenues principally from advertising and subscriptions, with
additional revenues generated from ancillary products and services, which
include our newsletters, books, trade shows and seminars division. For the
twelve months ended December 31, 2002, approximately 58% of our revenues were
from advertising, 18% were from subscriptions and 24% were from ancillary
products and services.


                                      3
<PAGE>

                            THE PROPOSED AMENDMENTS

This section sets forth a brief description of the Proposed Amendments to the
Indentures governing the Notes for which Consents are being sought pursuant to
the Solicitation. The description of the Indentures and the Proposed
Amendments set forth below is only a summary and is qualified in its entirety
by reference to (i) the terms of each Indenture as currently in effect, which
are incorporated herein by reference, and (ii) the relevant provisions of each
Indenture as proposed to be amended by the Proposed Amendments. Capitalized
terms appearing below but not defined in this Statement have the meanings
assigned to such terms in each Indenture. A copy of the proposed form of
Supplemental Indenture to be entered into among the Trustees and the Company
to effect the Proposed Amendments to each Indenture is attached hereto as
Annex A. Holders of Notes should read the Supplemental Indenture carefully.
Holders may obtain copies of either of the Indentures without charge by
contacting the Depositary at the telephone number set forth on the back cover
of this Statement.

The Proposed Amendments would, in each case, modify (i) the definition of
Permitted Indebtedness to increase the allowable amount of indebtedness
pursuant to a credit agreement up to an aggregate principal amount outstanding
at any time from $40 million to $65 million and (ii) the definition of
Permitted Lien to increase the allowable amount of liens securing obligations
under a credit agreement from $40 million to $65 million. As of January 23,
2004, we had $30.4 million outstanding under our $40 million credit facility.
If the Proposed Amendments are approved we will be able to incur up to $65
million of secured indebtedness under this facility.

The purpose of the Solicitation is to approve the Proposed Amendments, which
will permit the incurrence of additional secured indebtedness under each
Indenture. Each Company intends to use the proceeds of such additional
indebtedness for the acquisition of businesses in the publishing industry and
other strategic expansion opportunities and for general corporate purposes.
Each of the Companies has ongoing discussions with various potential
acquisition targets but currently have no agreements or commitment with
respect to any potential acquisitions. Any acquisitions in excess of $0.5
million that we do undertake are required to be approved by the Board of
Directors of the applicable Company and the lenders under our credit facility.

The Proposed Amendments will be effected through the execution of each
Supplemental Indenture. Promptly after receipt of the Requisite Consents, the
Discount Supplemental Indenture will be executed by Holdings and the Discount
Trustee and the Senior Supplemental Indenture will be executed by ALM and the
Senior Trustee.

If the Proposed Amendments becomes effective, each Holder of Notes,
irrespective of whether such Holder delivered a Consent Form, will be bound by
the Proposed Amendments.

In order for the Proposed Amendments to each Indenture to be approved, the
Requisite Consents must be received (and not subsequently revoked) on or prior
to the Expiration Date. If the Requisite Consents are not received, neither
Supplemental Indenture will be executed.


                                      4
<PAGE>

                           THE CONSENT SOLICITATION

General

Upon the terms and subject to the conditions set forth in this Statement and
in the accompanying Consent Form (including, if the Solicitation is extended
or amended, the terms of any such extension or amendment), each Company is
soliciting Consents of the Holders of its Notes to the Proposed Amendments.

Consents may be validly revoked at or at any time prior to 5:00 p.m., New York
City time, on the Expiration Date, but not thereafter. If the Requisite
Consents are obtained, each Holder of Senior Notes who validly delivered (and
did not revoke) Senior Consents on or prior to 5:00 p.m., New York City time,
on the Expiration Date will receive the Consent Payment. If Senior Consents
either are not properly delivered or are revoked and not properly redelivered
on or prior to 5:00 p.m., New York City time, on the Expiration Date, Holders
of such Senior Notes will not receive the Consent Payment even though the
Proposed Amendments relating to such Senior Notes will be effective as to all
Holders of Senior Notes. In the event that the Solicitation is withdrawn or
otherwise not completed, the Consent Payment will not be paid or become
payable to Holders of Senior Notes who have validly delivered Senior Consents.
If the Consent Payment has not been made within seven business days after the
Expiration Date, the Proposed Amendments will not become effective. No payment
will be made to Holders for delivery of a Discount Consent.

The Proposed Amendments will be effected through the execution of each
Supplemental Indenture. Promptly after receipt of the Requisite Consents, the
Discount Supplemental Indenture will be executed by Holdings and the Discount
Trustee and the Senior Supplemental Indenture will be executed by ALM and the
Senior Trustee.

The Proposed Amendments will not become operative unless each Supplemental
Indenture has been executed and the Consent Payment has been made to the
Holders of Senior Notes who have validly delivered Senior Consents.

Subject to applicable law and the terms of the applicable Indenture, each
Company expressly reserves the right, in its sole discretion and regardless of
whether the Depositary has received the Requisite Consents, at any time prior
to the Expiration Date to (1) terminate the Solicitation for any reason, (2)
extend the Expiration Date or (3) otherwise amend the terms of the
Solicitation in any respect. Any waiver or amendment to the Solicitation will
apply to all Consents delivered, regardless of when or in what order such
Consents are delivered. Each Company expressly reserves the right, in its sole
discretion, to terminate the Solicitation for any reason. In the event that
the Solicitation is terminated or otherwise not completed, the Consent Payment
will not be paid or become payable to Holders of Senior Notes who have validly
delivered Senior Consents.

Requisite Consents

Holders of Discount Notes must deliver (and not subsequently revoke) Discount
Consents representing a majority of the aggregate principal amount at maturity
of the outstanding Discount Notes (including any Discount Notes owned by
Holdings or any of its affiliates) in order to approve the Proposed Amendments
to the Discount Indenture. Holders of Senior Notes must deliver (and not
subsequently revoke) Senior Consents representing a majority of the aggregate
principal amount at maturity of the outstanding Senior Notes (including any
Senior Notes owned by ALM or any of its affiliates) in order to approve the
Proposed Amendments to the Senior Indenture. Consents may be validly revoked
at or at any time prior to 5:00 p.m., New York City time, on the Expiration
Date, but not thereafter.

As of the date of this Statement, (1) $80,260,705 aggregate principal amount
at maturity of Discount Notes were issued and outstanding and $39,263,537
aggregate principal amount at maturity of such Discount Notes were held by
Bruce Wasserstein, chairman of the Board of Directors of Holdings and ALM, and
certain of his affiliates, and (2) $175,000,000 aggregate principal amount at
maturity of Senior Notes were issued and outstanding and $7,340,000 aggregate
principal amount at maturity of such Senior Notes were held by Mr. Wasserstein
and certain of his affiliates.

Holdings has entered into agreements ("Consent Agreements") with all of the
Holders of its Discount Notes pursuant to which such Holders have agreed to
provide the Discount Consents. Additionally, ALM has entered into Consent
Agreements with certain Holders of its Senior Notes pursuant to which such
Holders have agreed to provide Senior Consents representing $64,444,500 of the
aggregate principal amount at maturity, or approximately 36.8%,



                                      5
<PAGE>

of the outstanding Senior Notes. Consequently, in order for the Senior
Requisite Consents to be obtained, ALM must receive Senior Consents from
Holders of an additional $23,056,500 aggregate principal amount at maturity,
or approximately 13.2%, of the outstanding Senior Notes.

Record Date

The Record Date for the purpose of this Statement is the close of business on
January 20, 2004. Each Company reserves the right to establish, from time to
time, by press release or written notice, any new date as such Record Date,
and thereupon any such new date will be the Record Date for purposes of the
Solicitation.

Expiration Date; Extensions; Amendment

The term "Expiration Date" with respect to the Solicitation means 5:00 P.M.
New York City Time, on January 30, 2004, unless either Company, in its sole
discretion, extends the period during which the Solicitation is open, in which
case the term "Expiration Date" means the latest date and time to which the
Solicitation is so extended. Any extension, amendment or termination will be
followed as promptly as practicable by public announcement thereof. Without
limiting the manner in which any public announcement may be made, neither
Company shall have any obligation to publish, advertise, or otherwise
communicate any such public announcement other than by issuing a release to
the Dow Jones News Service or as otherwise required by law. Either Company may
extend the Solicitation, from time to time, for a specified period, or on a
daily basis, as it may determine in its sole discretion.

If the Solicitation is amended or modified in any manner determined by either
Company to be materially adverse to Holders of its Notes, such Company will
promptly disclose such amendment in a written notice to such Holders and
extend the Solicitation for a period deemed by such Company to be adequate to
permit such Holders to determine whether to deliver Consents to the amended
Solicitation.

Procedures for Delivering Consents

All Consent Forms that are valid and properly executed and delivered to the
Depositary prior to the Expiration Date and not timely and properly revoked
will be given effect in accordance with the specifications therein.

Holders of Discount Notes who desire to Consent to the Proposed Amendments to
the Discount Indenture should so indicate by marking the appropriate box in,
and signing and dating, the Consent Form included herewith. If none of the
boxes relating to the Discount Notes in the Consent Form is checked, but the
Consent Form is otherwise completed and signed, the Holder will be deemed to
have consented to the Proposed Amendments to the Discount Indenture. Holders
of Senior Notes who desire to Consent to the Proposed Amendments to the Senior
Indenture should so indicate by marking the appropriate box in, and signing
and dating, the Consent Form included herewith. If none of the boxes relating
to the Senior Notes in the Consent Form is checked, but the Consent Form is
otherwise completed and signed, the Holder will be deemed to have consented to
the Proposed Amendments to the Senior Indenture.

Any beneficial owner of Notes who is not a Registered Holder of such Notes
(for example, beneficial owners whose Notes are held in "street" name with a
broker, dealer, commercial bank, trust company or other nominee institution)
wishing to consent to the Proposed Amendments must either:

         (1)   arrange with the person who is the Holder or such Holder's
               assignee or nominee to execute and deliver a Consent Form on
               behalf of such beneficial owner; or

         (2)   obtain an irrevocable proxy from the Holder or such Holder's
               assignee or nominee, properly execute that proxy and attach the
               proxy to a completed Consent Form, and deliver the Consent Form
               with the executed proxy to the Depositary at the address set
               forth on the back cover page of this Statement.

Each Holder must complete, sign and date the Consent Form (or a facsimile
thereof) and deliver such Consent Form to the Depositary by mail, first-class
postage prepaid, hand delivery, overnight courier or facsimile transmission
(with an original to be delivered subsequently) at the address or facsimile
number of the Depositary set forth on the back cover page hereof. Delivery of
Consent Forms should be made sufficiently in advance of the Expiration Date to
assure that the Consent Forms are received prior to the Expiration Date.

                                      6
<PAGE>

Consent Forms of Registered Holders should be executed in the same manner as
their names appear on the Notes. An authorized DTC Participant should execute
the Consent Form exactly as its name appears on DTC's position listing. If
Notes are held of record by two or more joint Holders, all of the joint
Holders should sign the Consent Form. If a signature is by a trustee, partner,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other Registered Holder acting in a fiduciary or representative capacity,
such person should so indicate when signing and must submit proper evidence
satisfactory to the applicable Company of such person's authority to so act.
If Notes are registered in different names, separate Consent Forms must be
executed covering each form of registration. If a Consent Form is executed by
a person other than the Registered Holder, then such other person must have
been authorized by proxy or in some other manner acceptable to the applicable
Company to validly vote the applicable Notes on behalf of the Registered
Holder.

For purposes of the Solicitation, DTC, as nominee holder of Notes, will
execute an omnibus proxy to authorize DTC Participants set forth in the
position listing of DTC as of the Record Date to execute Consent Forms as if
they were the Holders of the Notes held of record in the name of DTC or the
name of its nominee.

If a Consent Form relates to a principal amount of Notes which is less than
the principal amount of Notes held of record as of the Record Date by the
Holder providing such Consent, the Holder must indicate on the Consent Form
the aggregate dollar amount of the Notes to which the Consent relates. If the
Holder fails to so indicate, the Consent will be deemed to relate to the full
principal amount of the Notes held by such Holder.

Under no circumstances should any person tender or deliver certificates
evidencing Notes.

Each Company reserves the right to receive Consent Forms by any other
reasonable means or in any form that reasonably evidences the giving of
Consent.

Subject to applicable law and the terms of the applicable Indenture, all
questions as to the validity, form, eligibility (including time of receipt)
and acceptance of Consents will be resolved by each Company, as applicable, in
its sole discretion, which determination will be final and binding. Each
Company reserves the absolute right to reject any or all applicable Consents
that are not in proper form or the acceptance of which could, in the opinion
of such Company or its counsel, be unlawful. Subject to applicable law and the
terms of the applicable Indenture, each Company also reserves the right to
waive any defects, irregularities or conditions of the Solicitation. Subject
to applicable law and the terms of the applicable Indenture, the
interpretation of the terms and conditions of the Solicitation (including the
Consent Form and the instructions thereto) by each Company shall be final and
binding on all applicable parties. Unless validly waived, all defects or
irregularities in connection with deliveries must be cured within such time as
the applicable Company determines. None of the Companies, the Trustees, the
Depositary or any other person shall have any duty to give notification of any
such defects, irregularities or waiver, nor shall any of them incur any
liability for failure to give such notification. Deliveries of Consent Forms
will not be deemed to have been made until such irregularities have been cured
or validly waived.

Revocation of Consents

All properly completed and executed Consent Forms of Holders that are received
by the Depositary prior to the Expiration Date will be counted,
notwithstanding any transfer of the Notes to which such Consent Forms relate,
except for any Consent Forms for which the Depositary receives from the Holder
who provided such Consent Form a valid written notice of revocation or a
changed Consent Form bearing a date later than the date of the prior Consent
Form on or at any time prior to the Expiration Date. Receipt of the Requisite
Consents by the Depositary will not obligate either Company to execute a
Supplemental Indenture. No notice will be given of the time that Consents will
become irrevocable.

A Consent to the Proposed Amendments by a Holder of a Note shall continue to
bind the Holder (and every subsequent holder of that Note or portion of that
Note that evidences the same debt as the consenting Holder's Note), even if
notation of the Consent is not made on any Note. However, a Holder may revoke
the Consent to the Proposed Amendments if the Depositary receives a valid
written notice of such revocation on or at any time prior to the Expiration
Date. Only a Holder on the Record Date may grant a Consent or revoke any
Consent previously granted by such Holder. Any person or entity that becomes a
holder of the Notes after the Record Date will not have the authority to grant
a Consent to the Proposed Amendments or to revoke any Consent previously
granted by a Holder relating to the Notes held by the subsequent holder.

                                      7
<PAGE>

To be effective, a notice of revocation must (1) be in writing, (2) be in the
form of a written revocation or a new Consent Form, (3) indicate the aggregate
principal amount at maturity represented by the Notes to which it relates and
(4) (a) be signed in the same manner as the original Consent Form or (b) be
accompanied by a proxy or other authorization (in form satisfactory to the
applicable Company). Revocations of Consent Forms must be sent to the
Depositary at its address set forth on the back cover page of this Statement.
Delivery of a revocation to any other address shall not constitute a valid
delivery of such revocation. Revocations of Consent Forms will be effective
only upon receipt by the Depositary. A revocation that is not received by the
Depositary in a timely fashion and accepted by the applicable Company as a
valid revocation will not be effective to revoke a Consent previously given.

Each Company reserves the right to contest the validity of any applicable
revocation, and, subject to applicable law and the terms of the applicable
Indenture, all questions as to validity (including time of receipt) of any
revocation will be determined by the applicable Company in its sole
discretion, which determination will be final and binding. Each Company
reserves the absolute right to reject any or all applicable revocations that
are not in proper form or the acceptance of which could, in the opinion of
such Company or its counsel, be unlawful. Unless validly waived, all defects
or irregularities in connection with revocations must be cured within such
time as the applicable Company determines. None of the Companies, the Trustee,
the Depositary or any other person shall have any duty to give notification of
any such defects, irregularities or waiver, nor shall any of them incur any
liability for failure to give such notification. Deliveries of notices of
revocation will not be deemed to have been made until such irregularities have
been cured or waived.

Conditions of Execution of the Supplemental Indentures and Making of the
Consent Payment

The execution of each Supplemental Indenture and the making of the Consent
Payment are conditioned on (1) the Requisite Consents being validly delivered
(and not subsequently revoked) on or at any time prior to the Expiration Date
and (2) the absence of any law or regulation which would, and the absence of
any injunction or action or other proceeding (pending or threatened) which (in
the case of any action or proceeding, if adversely determined) would, make
unlawful or invalid or enjoin the implementation of the Proposed Amendments,
the entering into of either Supplemental Indenture or the making of any
Consent Payment or question the legality or validity thereof.

The Proposed Amendments will be effected through the execution of each
Supplemental Indenture. Promptly after receipt of the Requisite Consents, the
Discount Supplemental Indenture will be executed by Holdings and the Discount
Trustee and the Senior Supplemental Indenture will be executed by ALM and the
Senior Trustee.

Although each Supplemental Indenture will become effective upon execution
thereof by the applicable parties, the Proposed Amendments will only become
operative concurrently with the making of the Consent Payment. Each Indenture
will remain in effect, without giving effect to the Proposed Amendments until
the Consent Payment is made. If the Consent Payment has not been made within
seven business days after the Expiration Date, the Proposed Amendments will
not become effective.

The Solicitation may be abandoned or terminated by either Company at any time
prior to the Expiration Date, for any reason, in which case all Consents will
be voided and the Consent Payment will not be made. Each of the conditions to
the Solicitation, the execution of each Supplemental Indenture and the making
of the Consent Payment set forth in this Statement are for the sole benefit of
the Companies and may be waived by either Company at any time.

The Depositary

The Bank of New York has been appointed as Depositary for the Solicitation.
The Consent Form and all correspondence in connection with the Solicitation
should be sent or delivered by each Holder or a beneficial owner's broker,
dealer, commercial bank, trust company or other nominee to the Depositary at
the address set forth on the back cover page of this Statement.

Fees and Expenses

The Companies will pay the Depositary reasonable and customary fees for their
services and will reimburse them for their reasonable out-of-pocket expenses
in connection therewith. The Companies will pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding


                                      8
<PAGE>


copies of this Statement and related documents to the beneficial owners of
Notes. The Companies will not pay any fees or commissions to any broker,
dealer or other person for soliciting Consents pursuant to the Solicitation.

Miscellaneous

Neither Company is aware of any jurisdiction in which the making of the
Solicitation is not in compliance with applicable law. If either Company
becomes aware of any jurisdiction in which the making of the Solicitation
would not be in compliance with applicable law, each Company will make a good
faith effort to comply with any such law. If, after such good faith effort,
either Company cannot comply with any such law, the Solicitation will not be
made to (nor will Consents be accepted from or on behalf of) the owners of
Notes residing in such jurisdiction.


                                      9
<PAGE>

             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain United States federal income tax
consequences of the adoption of the Proposed Amendments to each Company and to
beneficial holders of the Notes and is intended for general informational
purposes only. This summary is based upon current law, which is subject to
change, possibly with retroactive effect. This discussion does not address all
aspects of United States federal income taxation that may be relevant to
particular holders in light of their individual circumstances or to certain
types of holders subject to special tax rules (e.g., non-U.S. holders,
financial institutions, insurance companies, broker-dealers, tax-exempt
organizations and foreign persons) or to persons that hold the Notes as part
of a straddle, hedge, conversion, synthetic security or constructive sale
transaction for United States federal income tax purposes or that have a
functional currency other than the U.S. dollar, all of whom may be subject to
tax rules that differ from those summarized below. In addition, this summary
does not discuss any foreign, state or local tax considerations. This summary
assumes that holders have held and will hold their Notes as "capital assets"
(generally, property held for investment) within the meaning of the Internal
Revenue Code. Holders should consult their tax advisors regarding the United
States federal, state, local and foreign income and other tax consequences of
the adoption of the Proposed Amendments.

Consequences to each Company

Under applicable Treasury regulations, the modification of a debt instrument
will generally result in a deemed exchange of the "old" (unmodified) debt
instrument for a "new" (modified) debt instrument for United States federal
income tax purposes if such modification is "significant." The regulations
generally provide that a modification is significant only if the legal rights
or obligations that are altered and the degree to which they are altered are
economically significant. In addition, the regulations set forth various rules
addressing specific modifications.

The regulations provide that a change in the yield of a debt instrument is a
significant modification if the yield on the modified instrument varies from
the annual yield on the unmodified instrument (determined as of the date of
the modification) by more than the greater of 1/4 of one percent (25 basis
points) or five percent of the annual yield of the unmodified instrument. For
purposes of determining the yield on the modified instrument, any payments
made to the holder as consideration for the modification (such as the Consent
Payment), as well as any prior consent payments or other modifications that
affected the yield of the notes) within the preceding five-year period are
taken into account. ALM has determined that the Consent Payment, combined with
any prior consent payments or other modifications, will not increase the
annual yield on the Senior Notes by an amount that is sufficient to cause a
significant modification of the notes. As a result, the Consent Payment should
not cause a significant modification of the Senior Notes.

The regulations also provide that the addition, deletion or alteration of
customary accounting or financial covenants relating to a debt instrument does
not result in a significant modification of the instrument. Although there is
no authority directly on point, each Company believes that the adoption of the
Proposed Amendments should not be treated as a significant modification of the
Notes and therefore should not result in a deemed exchange of Notes for "new"
Notes for United States federal income tax purposes. Accordingly, the each
Company believes the adoption of the Proposed Amendments should have no United
States federal income tax consequences to either Company.

There can be no assurance that the Internal Revenue Service (the "IRS") will
not successfully challenge this position. If the adoption of the Proposed
Amendments resulted in a deemed exchange of the Notes for "new" Notes for
United States federal income tax purposes, each Company would be treated as
having satisfied its obligations under its Notes with "new" Notes. Under this
view, each Company could recognize cancellation of indebtedness ("COI") income
equal to the difference, if any, between the adjusted issue price of its Notes
and the issue price of the "new" Notes received in the deemed exchange. For
this purpose, the issue price of the "new" Notes would generally equal their
fair market value (i.e., their trading price) if the Notes or such "new" Notes
were "traded on an established market" within the meaning of applicable
Treasury regulations or their principal amount if neither the Notes nor the
"new" Notes were so traded.

Consequences to Holders

ALM intends to treat the Consent Payment as a separate fee for consenting to
the Proposed Amendments that constitutes ordinary income to holders for United
States federal income tax purposes.

                                      10
<PAGE>

As discussed above, each Company believes that the adoption of the Proposed
Amendments should not result in a deemed exchange of Notes for "new" Notes for
United States federal income tax purposes. Under this position, the adoption
of the Proposed Amendments would have no United States federal income tax
consequences to a holder and such holder would have the same adjusted tax
basis and holding period in the Notes as it had immediately before the
adoption of the Proposed Amendments.

As discussed above, however, there can be no assurance that the IRS will not
successfully challenge this position. If the adoption of the Proposed
Amendments resulted in a deemed exchange of the Notes for "new" Notes for
United States federal income tax purposes, such exchange would qualify as a
recapitalization if the "new" Notes were properly characterized as
"securities" for United States federal income tax purposes. In such event, a
holder would not recognize gain or loss as a result of such deemed exchange
(except to the extent that the "new" Notes received were attributable to
accrued but unpaid interest on the Notes, which amount would be taxable as
ordinary interest income in accordance with such holder's method of accounting
for United States federal income tax purposes) and would generally have the
same adjusted tax basis and holding period in the "new" Notes as it had in the
Notes immediately before the adoption of the Proposed Amendments. The manner
in which "new" Notes would be allocated between accrued but unpaid interest
and principal on the Notes is unclear under present law, and holders should
consult their tax advisors regarding the potential tax consequences of such
allocation. If a holder acquired its Notes at a "market discount" (i.e., at a
purchase price that was less than the Notes' principal amount by more than a
statutory de minimis amount) and did not elect to include such market discount
in income on a current basis, any accrued market discount on the "old" Notes
would carry over to the "new" Notes received in the deemed exchange. As
discussed above, ALM intends to take the position, and this discussion
assumes, that the Consent Payment should be treated as a separate fee that
constitutes ordinary income to the holder.

If the adoption of the Proposed Amendments resulted in a deemed exchange and
the "new" Notes were not treated as "securities" for United States federal
income tax purposes, a holder would recognize capital gain or loss on the
deemed exchange equal to the difference between the issue price of the "new"
Notes (i.e., their trading price or principal amount, as described above) and
such holder's adjusted tax basis in the Notes, except to the extent that the
"new" Notes received were attributable to accrued but unpaid interest on the
Notes, which would be taxable as ordinary interest income in accordance with
such holder's method of accounting for United States federal income tax
purposes. In addition, any gain on such exchange that is attributable to
accrued but unrecognized market discount would be taxable as ordinary interest
income. Holders should consult their tax advisors regarding the potential tax
consequences of allocating "new" Notes between accrued interest and principal
on the Notes in the event there is a deemed exchange of the Notes for "new"
Notes.

If the adoption of the Proposed Amendments resulted in a deemed exchange of
the Notes for "new" Notes, the Notes or "new" Notes were publicly traded, and
the "new" Notes had a fair market value (i.e., trading price) that was less
than their issue price by more than a statutory de minimis amount, then the
"new" Notes would generally have original issue discount for United States
federal income tax purposes. A holder would generally be required to include
such original issue discount in income on a constant yield-to-maturity basis
over the remaining life of the "new" Notes, which may result in the
recognition of interest income prior to the receipt of cash in respect
thereof. If a holder acquired a "new" Note at an "acquisition premium" (i.e.,
the holder's tax basis in the "new" Note immediately after the deemed exchange
was less than its principal amount but exceeded its issue price), the amount
of original issue discount includible in gross income by such holder each
taxable period would be reduced by a portion of such premium. Holders should
consult their tax advisors regarding the potential tax consequences of the
Solicitation under the original issue discount rules.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to the payment of
the Consent Payment to a holder and backup withholding may apply if the holder
fails to comply with certain identification requirements. The backup
withholding rate is currently 28%. Any amounts so withheld will be allowed as
a credit against the holder's U.S. federal income tax liability and may
entitle the holder to a refund, provided the required information is furnished
to the IRS.

THE FOREGOING SUMMARY DOES NOT ADDRESS ALL ASPECTS OF U.S. FEDERAL INCOME
TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS IN LIGHT OF THEIR
PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATIONS. HOLDERS ARE URGED TO

                                      11
<PAGE>

CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF
THE CONSENT SOLICITATION, INCLUDING THE TAX TREATMENT OF THE CONSENT PAYMENT
AND THE APPLICATION OF ANY FOREIGN, STATE, LOCAL, GIFT, ESTATE OR OTHER TAX
LAWS.


<PAGE>


                                                                       ANNEX A


                    PROPOSED FORM OF SUPPLEMENTAL INDENTURE





-------------------------------------------------------------------------------



                     [AMERICAN LAWYER MEDIA HOLDINGS, INC.

                    12 1/4% Senior Discount Notes Due 2008]

                         [AMERICAN LAWYER MEDIA, INC.

                         9 3/4% Senior Notes Due 2007]







                              __________________

                            SUPPLEMENTAL INDENTURE
                          DATED AS OF _________, 2004

                              __________________





                             THE BANK OF NEW YORK,
                                  AS TRUSTEE






-------------------------------------------------------------------------------


                                     A-1

<PAGE>


         SUPPLEMENTAL INDENTURE, dated as of , 2004 (this "Supplemental
Indenture"), between [American Lawyer Media Holdings, Inc.] [American Lawyer
Media, Inc.], a Delaware corporation (the "Company"), and The Bank of New
York, a New York banking corporation, as trustee (the "Trustee").

         WHEREAS, the Company and the Trustee are parties to an Indenture,
dated as of December 22, 1997 (the "Indenture"), pursuant to which the Company
issued its [12 1/4% Senior Discount Notes Due 2008] [9 3/4% Senior Notes Due
2007] (the "Notes");

         WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company to authorize and approve the
amendments to the Indenture (the "Proposed Amendments");

         WHEREAS, Section 9.02 of the Indenture provides that the Company and
the Trustee may amend the Indenture and the Notes with the written consent of
the Holders of not less than a majority in aggregate principal amount at
maturity of the Notes then outstanding;

         WHEREAS, the Company has distributed a Consent Solicitation
Statement, dated January 23, 2004 (the "Solicitation Statement"), and
accompanying Consent Form to the Holders of the Notes in connection with the
Proposed Amendments as described in the Solicitation Statement;

         WHEREAS, the Holders of not less than a majority in aggregate
principal amount at maturity of the Notes outstanding have approved the
Proposed Amendments to the provisions of the Indenture; and

         WHEREAS, the execution and delivery of this instrument have been duly
authorized and all conditions and requirements necessary to make this
instrument a valid and binding agreement have been duly performed and complied
with;

         NOW, THEREFORE, for and in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which hereby
are acknowledged, it is mutually covenanted and agreed, for the equal
proportionate benefit of all Holders of the Notes, as follows:


ARTICLE 1.  AMENDMENT OF SECTION 1.01

         Section 1.01. (a) Clause (h) of the definition of "Permitted
Indebtedness" contained in Section 1.01 of the Indenture is hereby amended to
delete the words "$40.0 million" and replace them with the words "$65.0
million" and (b) Clause (s) of the definition of "Permitted Liens" contained
in Section 1.01 of the Indenture is hereby amended to delete the words "$40.0
million" and replace them with the words "$65.0 million".


ARTICLE 2.  MISCELLANEOUS

         Section 2.01. The Trustee accepts the trusts created by the
Indenture, as amended and supplemented by this Supplemental Indenture, and
agrees to perform the same upon the terms and conditions of the Indenture, as
amended and supplemented by this Supplemental Indenture.

         Section 2.02. All capitalized terms used and not defined herein shall
have the respective meanings assigned to them in the Indenture.

         Section 2.03. This Supplemental Indenture shall become effective as
of the date hereof at such time as executed counterparts of this Supplemental
Indenture have been delivered by each party hereto to the other party hereto.

         Section 2.04. Each of the Company and the Trustee hereby confirms and
reaffirms the Indenture in every particular except as amended and supplemented
by this Supplemental Indenture.

         Section 2.05. All covenants and agreements in this Supplemental
Indenture by the Company or the Trustee shall bind their respective successors
and assigns, whether so expressed or not.

         Section 2.06. In case any provisions in this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

         Section 2.07. Nothing in this Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the Notes, any benefit or
any legal or equitable right, remedy or claim under the Indenture.

         Section 2.08. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together shall represent the same agreement. One signed copy is enough to
prove this Supplemental Indenture.

                                     A-2

<PAGE>

         Section 2.09. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York, as applied to
contracts made and performed within the State of New York, without regard to
principles of conflicts of law. Each of the parties hereto agrees to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Supplemental Indenture.

         Section 2.10. All provisions of this Supplemental Indenture shall be
deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as amended and supplemented by this Supplemental Indenture, shall
be read, taken and construed as one and the same instrument.

         Section 2.11. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which are made solely by the Company.


         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.


                                       [AMERICAN LAWYER MEDIA HOLDINGS, INC.]
                                       [AMERICAN LAWYER MEDIA, INC.]


                                       By:
                                          -----------------------------------
                                          Name:
                                          Title:


                                       THE BANK OF NEW YORK


                                       By:
                                          ----------------------------------
                                          Name:
                                          Title:


                                     A-3

<PAGE>



Copies of the Consent Form will be accepted. The Consent Form and any other
required documents should be sent by each Holder or such Holder's broker,
dealer, commercial bank, trust company or other nominee to the Depositary at
the address set forth below:

                    The Depositary for the Solicitation is:

                             The Bank of New York

        By Registered or Certified Mail, Hand or by Overnight Courier:

                             The Bank of New York
                          Corporate Trust Operations
                              Reorganization Unit
                           101 Barclay Street-7 East
                           New York, New York 10286
                            Attention: Mr. Kin Lau

     Facsimile Transmission Number:                  Confirm by Telephone:
          (212) 298-1915                                (212) 815-3750
[{"type": "8-K", "sequence": "1", "filename": "s849377.txt", "description": "FORM 8-K", "secsgml_size_bytes": 79413}]
{"company-data": {"conformed-name": "AMERICAN LAWYER MEDIA HOLDINGS INC", "cik": "0001059496", "assigned-sic": "2711", "irs-number": "133980412", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-50119", "film-number": "04541173"}, "business-address": {"street1": "345 PARK AVENUE SOUTH", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2127799200"}, "mail-address": {"street1": "345 PARK AVENUE SOUTH", "city": "NEW YORK", "state": "NY", "zip": "10019"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 ------------

                                   FORM 8-K
             CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                 ------------

                      January 23, 2004 (January 23, 2004)
    -----------------------------------------------------------------------
               Date of Report (Date of earliest event reported)

                     American Lawyer Media Holdings, Inc.
    -----------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

       Delaware                333-50119                   13-3980412
  --------------------    ------------------------    ---------------------
    (State or Other       (Commission File No.)       (I.R.S. Employer
    Jurisdiction of                                   Identification No.)
    Incorporation)

           345 Park Avenue South
           New York, New York                             10010
     -----------------------------------          ------------------------
         (Address of Principal                          (Zip Code)
         Executive Offices)

                                (212) 779-9200
    -----------------------------------------------------------------------
             (Registrant's telephone number, including area code)

                                     None
    -----------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
Item 5.  Other Events and Regulation FD Disclosure

         Except as expressly indicated or unless the context otherwise
requires, the "American Lawyer Media Holdings, Inc.", "we", "our", or "us"
means American Lawyer Media Holdings, Inc., a Delaware corporation, and its
subsidiaries.

         On January 23, 2004, we commenced a solicitation of consents from
holders of our outstanding 12 1/4% Senior Discount Notes Due 2008 (CUSIP No.
02712K AD 2) ("Discount Notes") to proposed amendments to the related
Indenture dated as of December 22, 1997, by and between us and The Bank of New
York, as trustee, pursuant to which the Discount Notes were issued.
Additionally, on January 23, 2004, our wholly owned subsidiary American Lawyer
Media, Inc., a Delaware corporation ("ALM"), commenced a solicitation of
consents from holders of its outstanding 9 3/4% Senior Notes Due 2007 (CUSIP
No. 027 126 AC 5) ("Senior Notes") to proposed amendments to the related
Indenture dated as of December 22, 1997, by and between ALM and The Bank of
New York, as trustee, pursuant to which the Senior Notes were issued.

         Each consent solicitation is being made upon the terms and subject to
the conditions set forth in the Consent Solicitation Statement dated January
23, 2004 and the related consent form (as it may be supplemented from time to
time, the "Statement") and will expire at 5:00 p.m. New York City time, on
January 30, 2004, unless extended (such date, as the same may be extended, the
"Expiration Date"). Subject to the terms and conditions set forth in the
Statement, ALM will pay a consent payment of $5.00 for each $1,000 aggregate
principal amount at maturity of Senior Notes in respect of which a consent has
been validly delivered and not revoked prior to or on the Expiration Date.
Holders of Discount Notes will not receive any payment for delivery consents
with respect to Discount Notes.

Item 7.  Financial Statements and Exhibits

Exhibit No.        Description
-----------        -----------

Exhibit 20.1       Consent Solicitation Statement, dated January 23, 2004
SIGNATURE

         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 hereunto duly authorized.

                                           AMERICAN LAWYER MEDIA HOLDINGS, INC.

                                           By: /s/ Eric Lundberg
                                               -----------------------------
                                           Eric Lundberg
                                           Chief Financial Officer

Date: January 23, 2004
EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

Exhibit 20.1      Consent Solicitation Statement, dated January 23, 2004
Exhibit 20.1

                        CONSENT SOLICITATION STATEMENT

                     AMERICAN LAWYER MEDIA HOLDINGS, INC.

                           Solicitation of Consents
          With Respect to its 12-1/4% Senior Discount Notes Due 2008
                           (CUSIP No. 02712K AD 2)

                                      and

                          AMERICAN LAWYER MEDIA, INC.

                           Solicitation of Consents
   With Respect to its 9-3/4% Senior Notes Due 2007 (CUSIP No. 027 126 AC 5)

------------------------------------------------------------------------------

EACH CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
JANUARY 30, 2004, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE
"EXPIRATION DATE"). IN ORDER TO RECEIVE THE CONSENT PAYMENT (AS DEFINED
BELOW), HOLDERS OF SENIOR NOTES (AS DEFINED BELOW) MUST PROVIDE THEIR CONSENTS
TO THE PROPOSED AMENDMENTS AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE. EACH COMPANY INTENDS TO EXECUTE A SUPPLEMENTAL INDENTURE
CONTAINING THE PROPOSED AMENDMENTS PROMPTLY FOLLOWING THE EXPIRATION DATE.
CONSENTS MAY BE REVOKED AT OR AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE, BUT NOT THEREAFTER.
------------------------------------------------------------------------------

                               ________________

American Lawyer Media Holdings, Inc., a Delaware corporation ("Holdings"), is
soliciting consents (the "Discount Consents") with respect to its outstanding
12 1/4% Senior Discount Notes Due 2008 (CUSIP No. 02712K AD 2) (the "Discount
Notes") to proposed amendments of the related Indenture dated as of December
22, 1997 (the "Discount Indenture"), by and between Holdings and The Bank of
New York, as trustee (the "Discount Trustee"), pursuant to which the Discount
Notes were issued. American Lawyer Media, Inc., a Delaware corporation ("ALM"
and together with Holdings, the "Companies"), is soliciting consents (the
"Senior Consents" and together with the Discount Consents, the "Consents")
with respect to its outstanding 9 3/4% Senior Notes Due 2007 (CUSIP No. 027
126 AC 5) (the "Senior Notes" and together with the Discount Notes, the
"Notes") to proposed amendments of the related Indenture dated as of December
22, 1997 (the "Senior Indenture" and together with the Discount Indenture, the
"Indentures"), by and between ALM and The Bank of New York, as trustee (the
"Senior Trustee" and together with the Discount Trustee, the "Trustees"),
pursuant to which the Senior Notes were issued. Each consent solicitation is
being made upon the terms and subject to the conditions set forth in this
Consent Solicitation Statement (as it may be supplemented from time to time,
this "Statement") and in the accompanying Consent Form (the "Consent Form"
and, together with the Statement, the "Solicitation"). ALM will pay to each
Holder (as defined below) of Senior Notes who has validly delivered and not
revoked a Senior Consent on or prior to the Expiration Date a consent payment
in the amount of $5.00 for each $1,000 aggregate principal amount at maturity
of Senior Notes in respect of which a Senior Consent has been validly
delivered (the "Consent Payment"). No payment will be made to Holders of the
Discount Notes for delivery of a Discount Consent.

Each Company is soliciting Consents to the proposed amendments (the "Proposed
Amendments") to the applicable Indenture, which would, in each case, modify
(i) the definition of Permitted Indebtedness to increase the allowable amount
of indebtedness pursuant to a credit agreement up to an aggregate principal
amount outstanding at any time from $40 million to $65 million and (ii) the
definition of Permitted Lien to increase the allowable amount of liens
securing obligations under a credit agreement from $40 million to $65 million.
The Proposed Amendments will have the effect of allowing additional secured
indebtedness to be incurred under each Indenture.

Holders (as defined below) are requested to read and to consider carefully the
information contained herein and to give their Consent to the Proposed
Amendments by properly completing and executing the accompanying Consent Form
and delivering it to The Bank of New York, as depositary (the "Depositary"),
as soon as possible and no later than 5:00 p.m., New York City time, on the
Expiration Date, at its address or number listed on the back cover page of
this Statement. In order for the Proposed Amendments to the Discount Indenture
to be approved, duly executed Discount Consents representing not less than a
majority of the aggregate principal amount at maturity of the outstanding
Discount Notes, including any Discount Notes owned by Holdings or any of its
affiliates (the "Discount Requisite Consents") must be received (and not
subsequently revoked) on or prior to the Expiration Date. In order for the
Proposed Amendments to the Senior Indenture to be approved, duly executed
Senior Consents representing not less than a majority of the aggregate
principal amount at maturity of the outstanding Senior Notes, including any
Senior Notes owned by ALM or any of its affiliates (the "Senior Requisite
Consents" and together with the Discount Requisite Consents, the "Requisite
Consents") must be received (and not subsequently revoked) on or prior to the
Expiration Date.

If the Proposed Amendments become effective, each Holder, irrespective of
whether such Holder delivered a Consent Form, will be bound by the Proposed
Amendments.

CONSENT FORMS SHOULD BE SENT TO THE DEPOSITARY AT THE ADDRESS SET FORTH ON THE
BACK COVER PAGE OF THIS STATEMENT AND ON THE CONSENT FORM IN ACCORDANCE WITH
THE INSTRUCTIONS SET FORTH THEREIN. CONSENT FORMS SHOULD NOT BE DELIVERED TO
EITHER COMPANY OR THE TRUSTEES. HOWEVER, EACH COMPANY RESERVES THE RIGHT TO
ACCEPT ANY CONSENT RECEIVED BY EITHER OF THEM OR THE TRUSTEES.

UNDER NO CIRCUMSTANCES SHOULD ANY HOLDER TENDER OR DELIVER NOTES.

                               January 23, 2004
Each Company is soliciting Consents of the Holders of its Notes to the
Proposed Amendments. Consents may be validly revoked at or at any time prior
to 5:00 p.m., New York City time, on the Expiration Date, but not thereafter.
See "Consent Solicitation--Revocation of Consents." If the Requisite Consents
are obtained, each Holder of Senior Notes who validly delivered (and did not
revoke) Senior Consents on or prior to 5:00 p.m., New York City time, on the
Expiration Date will receive the Consent Payment. If Senior Consents relating
to any Senior Notes either are not properly delivered or are revoked and not
properly redelivered on or prior to 5:00 p.m., New York City time, on the
Expiration Date, Holders of such Senior Notes will not receive the Consent
Payment even though the Proposed Amendments relating to such Senior Notes will
be effective as to all Holders of Senior Notes. In the event that the
Solicitation is withdrawn or otherwise not completed, the Consent Payment will
not be paid or become payable to Holders of Senior Notes who have validly
delivered Senior Consents. If the Consent Payment has not been made within
seven business days after the Expiration Date, the Proposed Amendments will
not become effective. No payment will be made to Holders for delivery of a
Discount Consent.

The Proposed Amendments will be effected through the execution of a
supplemental indenture to the Discount Indenture (the "Discount Supplemental
Indenture") and the execution of a supplemental indenture to the Senior
Indenture (the "Senior Supplemental Indenture" and together with the Discount
Supplemental Indenture, the "Supplemental Indentures"). Promptly after receipt
of the Requisite Consents, the Discount Supplemental Indenture will be
executed by Holdings and the Discount Trustee and the Senior Supplemental
Indenture will be executed by ALM and the Senior Trustee.

The Proposed Amendments will not become operative unless each Supplemental
Indenture has been executed and the Consent Payment has been made to Holders
of Senior Notes who have validly delivered Senior Consents.

Subject to applicable law and the terms of the applicable Indenture, each
Company expressly reserves the right, in its sole discretion and regardless of
whether the Depositary has received the Requisite Consents, at any time prior
to the Expiration Date to (1) terminate the Solicitation for any reason, (2)
extend the Expiration Date or (3) otherwise amend the terms of the
Solicitation in any respect.

Only Holders are eligible to Consent to the Proposed Amendments. "Holders"
means (1) those persons in whose name the respective Notes were registered
("Registered Holders") as of the close of business on January 20, 2004 (the
"Record Date") and (2) any other person who has been authorized by proxy or in
any other manner acceptable to Holdings or ALM, as the case may be, (or any
other person claiming title by or through such person) to vote the applicable
Notes on behalf of such a Registered Holder. Each Company reserves the right
to establish at any time and from time to time by press release or written
notice any new date as the Record Date for purposes of this Solicitation.

Any beneficial owner of Notes who is not a Registered Holder of such Notes
wishing to consent to the Proposed Amendments must either:

     (1)    arrange with the person who is the Holder or such Holder's
            assignee or nominee to execute and deliver a Consent Form on
            behalf of such beneficial owner; or

     (2)    obtain an irrevocable proxy from the Holder or such Holder's
            assignee or nominee, properly execute that proxy and attach the
            proxy to a completed Consent Form, and deliver the Consent Form
            with the executed proxy to the Depositary at the address set forth
            on the back cover page of this Statement.

The transfer of a Note after the Record Date will not, on its own, have the
effect of revoking any Consent that had previously been validly executed,
completed and delivered by a person who was a Holder of the Note as of the
Record Date. Each Consent granted pursuant to a properly completed and
executed Consent Form of a Holder is a continuing consent by such Holder and
will be counted, notwithstanding any transfer of the Notes to which such
Consent Form relates, unless the Holder has revoked the Consent in accordance
with the procedure for revoking consents described herein and in the Consent
Form. Only a Holder on the Record Date may consent or revoke any Consent
previously granted by such Holder. Any person or entity that becomes a holder
of the Notes after the Record Date will not have the authority to grant a
Consent to the Proposed Amendments or to revoke any Consent previously granted
by a Holder relating to the Notes held by the subsequent holder.

                                      i
For purposes of the Solicitation, The Depository Trust Company ("DTC"), as
nominee holder of Notes, will execute an omnibus proxy to authorize DTC
participants ("DTC Participants") set forth in the position listing of DTC as
of the Record Date to execute Consent Forms as if they were the Holders of the
Notes held of record in the name of DTC or the name of its nominee.
Accordingly, for purposes of the Solicitation, the term "Holder" shall be
deemed to include the DTC Participants.

NEITHER COMPANY MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD
CONSENT TO THE PROPOSED AMENDMENTS.

THIS STATEMENT AND THE CONSENT FORM CONTAIN IMPORTANT INFORMATION WHICH SHOULD
BE READ BEFORE A DECISION IS MADE WITH RESPECT TO THE SOLICITATION.

No person has been authorized to give any information or make any
representations other than those contained in this Statement or in the Consent
Form and, if given or made, such information or representations must not be
relied upon as having been authorized by either Company, the Depositary or the
Trustees. The Solicitation is not being made to, and no Consents are being
solicited from, Holders in any jurisdiction in which it is unlawful to make
such Solicitation or grant such Consents. The delivery of this Statement and
the related documents does not, under any circumstances, create any
implication that the information contained herein is correct as of any time
subsequent to its date or that there has been no change in the information set
forth herein or in any attachments hereto or in the affairs of either Company
or any of subsidiaries or affiliates of either Company since the date hereof.

                                      ii
TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

AVAILABLE INFORMATION AND INCORPORATION OF DOCUMENTS BY REFERENCE.........iv

FORWARD-LOOKING STATEMENTS.................................................v

SUMMARY....................................................................1

THE COMPANIES..............................................................3

THE PROPOSED AMENDMENTS....................................................4

THE CONSENT SOLICITATION...................................................5

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.....................10

ANNEX A....................................................................1

                                     iii
AVAILABLE INFORMATION AND INCORPORATION
                           OF DOCUMENTS BY REFERENCE

Each Company is subject to the reporting requirements under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files annual, quarterly and
other reports and furnishes other information to the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the Public Reference Section of the Commission located
at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549
and on the Commission's Internet website at http://www.sec.gov. To obtain
information on the operation of the Public Reference Section of the
Commission, you may call the Commission at (800) SEC-0330. Copies of such
materials can be obtained from the Public Reference Section of the Commission
at prescribed rates.

The documents filed by Holdings with the Commission listed below are
incorporated herein by reference and constitute an important part of this
Statement:

o    annual report on Form 10-K for the fiscal year ended December 31, 2002;
     and

o    quarterly reports on Form 10-Q for the quarters ended March 31, 2003,
     June 30, 2003 and September 30, 2003.

Holdings will provide without charge to each Holder of Discount Notes upon
request of such person, a copy of the Discount Indenture and of any or all
information filed by Holdings with the Commission. Holders of Discount Notes
may request a copy of these filings (other than an exhibit to a filing unless
that exhibit is specifically incorporated by reference into that filing) at no
cost, by writing or telephoning Holdings at the following address and
telephone number:

                     American Lawyer Media Holdings, Inc.
                             345 Park Avenue South
                           New York, New York 10010
                          Attention: General Counsel
                           Telephone: (212) 545-6148

                                      iv
The documents filed by ALM with the Commission listed below are incorporated
herein by reference and constitute an important part of this Statement:

o    annual report on Form 10-K for the fiscal year ended December 31, 2002;
     and

o    quarterly reports on Form 10-Q for the quarters ended March 31, 2003,
     June 30, 2003 and September 30, 2003.

ALM will provide without charge to each Holder of Senior Notes upon request of
such person, a copy of the Senior Indenture and of any or all information
filed by ALM with the Commission. Holders of Senior Notes may request a copy
of these filings (other than an exhibit to a filing unless that exhibit is
specifically incorporated by reference into that filing) at no cost, by
writing or telephoning Holdings at the following address and telephone number:

                          American Lawyer Media, Inc.
                             345 Park Avenue South
                           New York, New York 10010
                          Attention: General Counsel
                           Telephone: (212) 545-6148

                                      iv
FORWARD-LOOKING STATEMENTS

This Statement contains "forward-looking statements". Such statements are
based upon the beliefs and assumptions of, and on information available to,
the management of each Company at the time such statements are made. The
following are or may constitute forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995: (i) statements
preceded by, followed by or that include the words "may," "will," "could,"
"should," "believe," "expect," "future," "potential," "anticipate," "intend,"
"plan," "estimate" or "continue" or the negative or other variations thereof
and (ii) statements regarding matters that are not historical facts. Such
forward-looking statements are subject to various risks and uncertainties,
including, without limitation, (i) general economic conditions and
developments in the legal services industry or the publishing industry, (ii)
product demand and pricing, (iii) the success of new initiatives, (iv)
increased competition with respect to services provided by ALM and for
advertising and subscription revenue and (v) sufficiency of cash flow to fund
the operations of each Company.

Each Company disclaims any obligation to publicly update the plans, or
disclose any difference between their actual results and those reflected in
the plans. The information constitutes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.

Although each Company believes that statements regarding its expectations
contained in this Statement are reasonable, there can be no assurance that
these expectations will be achieved. You are cautioned that any
forward-looking statements, including statements regarding our intent, belief
or current expectations, are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ significantly from
those in the forward-looking statements.

The forward-looking statements in this Statement are accurate only as of its
date. If expectations change, or if new events, conditions or circumstances
arise, there is no requirement to, and neither Company may, update or revise
any forward-looking statement in this Statement.

                                      v
SUMMARY

The following summary is provided solely for the convenience of the Holders of
Notes. This summary is not intended to be complete and is qualified in its
entirety by reference to the full text and more specific details contained in
this Statement. Holders are urged to read the more detailed information set
forth elsewhere in this Statement and the accompanying Consent Form. Each of
the capitalized terms used in this summary and not defined herein has the
meaning set forth elsewhere in this Statement.

The Companies..............................    American Lawyer Media Holdings,
                                               Inc. and American Lawyer Media,
                                               Inc., each a Delaware
                                               corporation.

The Notes..................................    Holdings' 12-1/4% Senior
                                               Discount Notes Due 2008 (CUSIP
                                               No. 02712K AD 2) and ALM's
                                               9-3/4% Senior Notes Due 2007
                                               (CUSIP No. 027 126 AC 5).

The Solicitation...........................    Each Company is soliciting
                                               Consents to the Proposed
                                               Amendments to the applicable
                                               Indenture from Holders of its
                                               Notes as of the close of
                                               business on January 20, 2004.

Expiration Date............................    The Expiration Date of the
                                               Solicitation will be 5:00 P.M.
                                               New York City Time, on January
                                               30, 2004, unless extended.

Consent Payment............................    ALM will pay, within five
                                               business days after the
                                               Expiration Date, a Consent
                                               Payment of $5.00 for each
                                               $1,000 aggregate principal
                                               amount at maturity of Senior
                                               Notes in respect of which a
                                               Senior Consent has been validly
                                               delivered and not revoked,
                                               prior to or on the Expiration
                                               Date. The Consent Payment will
                                               not be made if the Requisite
                                               Consents are not received, if
                                               the Solicitation is terminated
                                               or if either Supplemental
                                               Indenture is not executed or
                                               does not otherwise become
                                               effective for any reason. No
                                               payment will be made to Holders
                                               of Discount Notes for delivery
                                               of a Discount Consent.

The Proposed Amendments....................    The Proposed Amendments would,
                                               in each case, modify (i) the
                                               definition of Permitted
                                               Indebtedness to increase the
                                               allowable amount of
                                               indebtedness pursuant to a
                                               credit agreement up to an
                                               aggregate principal amount
                                               outstanding at any time from
                                               $40 million to $65 million and
                                               (ii) the definition of
                                               Permitted Lien to increase the
                                               allowable amount of liens
                                               securing obligations under a
                                               credit agreement from $40
                                               million to $65 million. See
                                               "The Proposed Amendments."

Purpose of the Solicitation................    The purpose of the Solicitation
                                               is to approve the Proposed
                                               Amendments, which will permit
                                               the incurrence of additional
                                               secured indebtedness under each
                                               Indenture. Each Company intends
                                               to use the proceeds of such
                                               additional indebtedness for
                                               general corporate purposes, the
                                               acquisition of other businesses
                                               in the publishing industry and
                                               other strategic expansion
                                               opportunities. We have ongoing
                                               discussions with various
                                               potential acquisition targets
                                               but currently have no
                                               agreements or commitment with
                                               respect to any potential
                                               acquisitions.

Payment Date...............................    The payment of the Consent
                                               Payment will promptly follow
                                               the execution of the
                                               Supplemental Indentures.

                                      1
Procedures to Deliver Consents.............    See "Consent
                                               Solicitation--Procedures for
                                               Delivering Consents." For
                                               further information, call the
                                               Depositary at the telephone
                                               number set forth on the back
                                               cover of this Statement or
                                               consult your broker, dealer,
                                               commercial bank or trust
                                               company for assistance.

Revocation of Consents.....................    Consents may be revoked at or
                                               at any time prior to 5:00 p.m.,
                                               New York City time, on the
                                               Expiration Date, but not
                                               thereafter. See "Consent
                                               Solicitation--Revocation of
                                               Consents."

Effect on Non-Consenting Holders...........    If the Proposed Amendments
                                               becomes effective, each Holder,
                                               irrespective of whether such
                                               Holder delivered a Consent
                                               Form, will be bound by the
                                               Proposed Amendments.

Depositary.................................    The Bank of New York is serving
                                               as the Depositary in connection
                                               with the Solicitation.

United States Federal Income
Tax Consequences...........................    For a discussion of certain
                                               United States federal income
                                               tax consequences relating to
                                               the Solicitation, see "Certain
                                               United States Federal Income
                                               Tax Consequences."

Further Information........................    Additional copies of this
                                               Statement and the Consent Form
                                               may be obtained by contacting
                                               the Depositary at the address
                                               and telephone number set forth
                                               on the back cover of this
                                               Statement.

                                      2
THE COMPANIES

Unless the context otherwise requires: (i) "we," "us," "our" or "Holdings"
refers to American Lawyer Media Holdings, Inc., which is the parent company of
American Lawyer Media, Inc. and its subsidiaries; and (ii) "ALM" refers to
American Lawyer Media, Inc. and its subsidiaries.

We publish approximately 25 periodicals, including several leading national
periodicals and regional publications serving four of the five largest state
legal markets. Our nationally-recognized periodicals include The American
Lawyer, a monthly magazine containing articles and features targeted to
attorneys practicing in large law firms, and The National Law Journal, the
nation's largest selling weekly legal newspaper, which covers the law, lawyers
and litigation. Our regional publications are led by the New York Law Journal,
a daily publication with one of the largest paid circulations of regional
legal newspapers in the United States. In addition, we publish six other daily
newspapers serving Atlanta, Philadelphia, Northern California, Miami, Fort
Lauderdale and Palm Beach, as well as six weekly regional newspapers serving
New Jersey, Delaware, Texas, Washington, D.C., Connecticut and Pennsylvania.

In addition to the periodicals referred to above, we publish Corporate
Counsel, a leading magazine for corporate in-house attorneys, Law Technology
News and AmLaw Tech, two leading legal technology magazines, as well as IP Law
& Business, a leading specialty magazine focusing on intellectual property.

We also create and package information for attorneys and business
professionals. This business includes a portfolio of publications covering a
variety of specialized legal interests and practice areas, including 28
newsletters and over 150 treatises on topics of national and regional
interest. We also publish various directories used by legal professionals.

Under our LegalTech trademark, we are a leading producer of trade shows and
conferences relating to law practice technology. In addition, we organize and
sponsor numerous professional seminars, both live and on-line, that cover
issues of current legal interest.

Our litigation services division is dedicated to providing the legal community
with high-quality, timely news and information about litigation. It includes
The National Law Journal, a series of weekly and monthly verdict and
settlement newsletters, and the NLJ Expert Witness and Consultants Network, a
group of eight regional and one national expert witness directories. The
division also operates three web sites, verdictsearch.com, nljexperts.com and
nlj.com, which provide users with access to a vast database of verdict and
settlement reports, the nation's premier online expert witness directory and a
variety of news and information resources. The network's telephone research
service fields more than 15,000 requests annually for verdict, settlement and
expert witness research.

In addition, we operate an on-line business through Law.com, Inc., a Delaware
corporation ("Law.com"), which delivers legal news and information and
includes an on-line training program which allows attorneys to receive
continuing legal education ("CLE") credit. We also recently began a research
business which provides law firms, vendors and other customers with reports
and surveys on specified legal topics.

We derive our revenues principally from advertising and subscriptions, with
additional revenues generated from ancillary products and services, which
include our newsletters, books, trade shows and seminars division. For the
twelve months ended December 31, 2002, approximately 58% of our revenues were
from advertising, 18% were from subscriptions and 24% were from ancillary
products and services.

                                      3
THE PROPOSED AMENDMENTS

This section sets forth a brief description of the Proposed Amendments to the
Indentures governing the Notes for which Consents are being sought pursuant to
the Solicitation. The description of the Indentures and the Proposed
Amendments set forth below is only a summary and is qualified in its entirety
by reference to (i) the terms of each Indenture as currently in effect, which
are incorporated herein by reference, and (ii) the relevant provisions of each
Indenture as proposed to be amended by the Proposed Amendments. Capitalized
terms appearing below but not defined in this Statement have the meanings
assigned to such terms in each Indenture. A copy of the proposed form of
Supplemental Indenture to be entered into among the Trustees and the Company
to effect the Proposed Amendments to each Indenture is attached hereto as
Annex A. Holders of Notes should read the Supplemental Indenture carefully.
Holders may obtain copies of either of the Indentures without charge by
contacting the Depositary at the telephone number set forth on the back cover
of this Statement.

The Proposed Amendments would, in each case, modify (i) the definition of
Permitted Indebtedness to increase the allowable amount of indebtedness
pursuant to a credit agreement up to an aggregate principal amount outstanding
at any time from $40 million to $65 million and (ii) the definition of
Permitted Lien to increase the allowable amount of liens securing obligations
under a credit agreement from $40 million to $65 million. As of January 23,
2004, we had $30.4 million outstanding under our $40 million credit facility.
If the Proposed Amendments are approved we will be able to incur up to $65
million of secured indebtedness under this facility.

The purpose of the Solicitation is to approve the Proposed Amendments, which
will permit the incurrence of additional secured indebtedness under each
Indenture. Each Company intends to use the proceeds of such additional
indebtedness for the acquisition of businesses in the publishing industry and
other strategic expansion opportunities and for general corporate purposes.
Each of the Companies has ongoing discussions with various potential
acquisition targets but currently have no agreements or commitment with
respect to any potential acquisitions. Any acquisitions in excess of $0.5
million that we do undertake are required to be approved by the Board of
Directors of the applicable Company and the lenders under our credit facility.

The Proposed Amendments will be effected through the execution of each
Supplemental Indenture. Promptly after receipt of the Requisite Consents, the
Discount Supplemental Indenture will be executed by Holdings and the Discount
Trustee and the Senior Supplemental Indenture will be executed by ALM and the
Senior Trustee.

If the Proposed Amendments becomes effective, each Holder of Notes,
irrespective of whether such Holder delivered a Consent Form, will be bound by
the Proposed Amendments.

In order for the Proposed Amendments to each Indenture to be approved, the
Requisite Consents must be received (and not subsequently revoked) on or prior
to the Expiration Date. If the Requisite Consents are not received, neither
Supplemental Indenture will be executed.

                                      4
THE CONSENT SOLICITATION

General

Upon the terms and subject to the conditions set forth in this Statement and
in the accompanying Consent Form (including, if the Solicitation is extended
or amended, the terms of any such extension or amendment), each Company is
soliciting Consents of the Holders of its Notes to the Proposed Amendments.

Consents may be validly revoked at or at any time prior to 5:00 p.m., New York
City time, on the Expiration Date, but not thereafter. If the Requisite
Consents are obtained, each Holder of Senior Notes who validly delivered (and
did not revoke) Senior Consents on or prior to 5:00 p.m., New York City time,
on the Expiration Date will receive the Consent Payment. If Senior Consents
either are not properly delivered or are revoked and not properly redelivered
on or prior to 5:00 p.m., New York City time, on the Expiration Date, Holders
of such Senior Notes will not receive the Consent Payment even though the
Proposed Amendments relating to such Senior Notes will be effective as to all
Holders of Senior Notes. In the event that the Solicitation is withdrawn or
otherwise not completed, the Consent Payment will not be paid or become
payable to Holders of Senior Notes who have validly delivered Senior Consents.
If the Consent Payment has not been made within seven business days after the
Expiration Date, the Proposed Amendments will not become effective. No payment
will be made to Holders for delivery of a Discount Consent.

The Proposed Amendments will be effected through the execution of each
Supplemental Indenture. Promptly after receipt of the Requisite Consents, the
Discount Supplemental Indenture will be executed by Holdings and the Discount
Trustee and the Senior Supplemental Indenture will be executed by ALM and the
Senior Trustee.

The Proposed Amendments will not become operative unless each Supplemental
Indenture has been executed and the Consent Payment has been made to the
Holders of Senior Notes who have validly delivered Senior Consents.

Subject to applicable law and the terms of the applicable Indenture, each
Company expressly reserves the right, in its sole discretion and regardless of
whether the Depositary has received the Requisite Consents, at any time prior
to the Expiration Date to (1) terminate the Solicitation for any reason, (2)
extend the Expiration Date or (3) otherwise amend the terms of the
Solicitation in any respect. Any waiver or amendment to the Solicitation will
apply to all Consents delivered, regardless of when or in what order such
Consents are delivered. Each Company expressly reserves the right, in its sole
discretion, to terminate the Solicitation for any reason. In the event that
the Solicitation is terminated or otherwise not completed, the Consent Payment
will not be paid or become payable to Holders of Senior Notes who have validly
delivered Senior Consents.

Requisite Consents

Holders of Discount Notes must deliver (and not subsequently revoke) Discount
Consents representing a majority of the aggregate principal amount at maturity
of the outstanding Discount Notes (including any Discount Notes owned by
Holdings or any of its affiliates) in order to approve the Proposed Amendments
to the Discount Indenture. Holders of Senior Notes must deliver (and not
subsequently revoke) Senior Consents representing a majority of the aggregate
principal amount at maturity of the outstanding Senior Notes (including any
Senior Notes owned by ALM or any of its affiliates) in order to approve the
Proposed Amendments to the Senior Indenture. Consents may be validly revoked
at or at any time prior to 5:00 p.m., New York City time, on the Expiration
Date, but not thereafter.

As of the date of this Statement, (1) $80,260,705 aggregate principal amount
at maturity of Discount Notes were issued and outstanding and $39,263,537
aggregate principal amount at maturity of such Discount Notes were held by
Bruce Wasserstein, chairman of the Board of Directors of Holdings and ALM, and
certain of his affiliates, and (2) $175,000,000 aggregate principal amount at
maturity of Senior Notes were issued and outstanding and $7,340,000 aggregate
principal amount at maturity of such Senior Notes were held by Mr. Wasserstein
and certain of his affiliates.

Holdings has entered into agreements ("Consent Agreements") with all of the
Holders of its Discount Notes pursuant to which such Holders have agreed to
provide the Discount Consents. Additionally, ALM has entered into Consent
Agreements with certain Holders of its Senior Notes pursuant to which such
Holders have agreed to provide Senior Consents representing $64,444,500 of the
aggregate principal amount at maturity, or approximately 36.8%,

                                      5
of the outstanding Senior Notes. Consequently, in order for the Senior
Requisite Consents to be obtained, ALM must receive Senior Consents from
Holders of an additional $23,056,500 aggregate principal amount at maturity,
or approximately 13.2%, of the outstanding Senior Notes.

Record Date

The Record Date for the purpose of this Statement is the close of business on
January 20, 2004. Each Company reserves the right to establish, from time to
time, by press release or written notice, any new date as such Record Date,
and thereupon any such new date will be the Record Date for purposes of the
Solicitation.

Expiration Date; Extensions; Amendment

The term "Expiration Date" with respect to the Solicitation means 5:00 P.M.
New York City Time, on January 30, 2004, unless either Company, in its sole
discretion, extends the period during which the Solicitation is open, in which
case the term "Expiration Date" means the latest date and time to which the
Solicitation is so extended. Any extension, amendment or termination will be
followed as promptly as practicable by public announcement thereof. Without
limiting the manner in which any public announcement may be made, neither
Company shall have any obligation to publish, advertise, or otherwise
communicate any such public announcement other than by issuing a release to
the Dow Jones News Service or as otherwise required by law. Either Company may
extend the Solicitation, from time to time, for a specified period, or on a
daily basis, as it may determine in its sole discretion.

If the Solicitation is amended or modified in any manner determined by either
Company to be materially adverse to Holders of its Notes, such Company will
promptly disclose such amendment in a written notice to such Holders and
extend the Solicitation for a period deemed by such Company to be adequate to
permit such Holders to determine whether to deliver Consents to the amended
Solicitation.

Procedures for Delivering Consents

All Consent Forms that are valid and properly executed and delivered to the
Depositary prior to the Expiration Date and not timely and properly revoked
will be given effect in accordance with the specifications therein.

Holders of Discount Notes who desire to Consent to the Proposed Amendments to
the Discount Indenture should so indicate by marking the appropriate box in,
and signing and dating, the Consent Form included herewith. If none of the
boxes relating to the Discount Notes in the Consent Form is checked, but the
Consent Form is otherwise completed and signed, the Holder will be deemed to
have consented to the Proposed Amendments to the Discount Indenture. Holders
of Senior Notes who desire to Consent to the Proposed Amendments to the Senior
Indenture should so indicate by marking the appropriate box in, and signing
and dating, the Consent Form included herewith. If none of the boxes relating
to the Senior Notes in the Consent Form is checked, but the Consent Form is
otherwise completed and signed, the Holder will be deemed to have consented to
the Proposed Amendments to the Senior Indenture.

Any beneficial owner of Notes who is not a Registered Holder of such Notes
(for example, beneficial owners whose Notes are held in "street" name with a
broker, dealer, commercial bank, trust company or other nominee institution)
wishing to consent to the Proposed Amendments must either:

         (1)   arrange with the person who is the Holder or such Holder's
               assignee or nominee to execute and deliver a Consent Form on
               behalf of such beneficial owner; or

         (2)   obtain an irrevocable proxy from the Holder or such Holder's
               assignee or nominee, properly execute that proxy and attach the
               proxy to a completed Consent Form, and deliver the Consent Form
               with the executed proxy to the Depositary at the address set
               forth on the back cover page of this Statement.

Each Holder must complete, sign and date the Consent Form (or a facsimile
thereof) and deliver such Consent Form to the Depositary by mail, first-class
postage prepaid, hand delivery, overnight courier or facsimile transmission
(with an original to be delivered subsequently) at the address or facsimile
number of the Depositary set forth on the back cover page hereof. Delivery of
Consent Forms should be made sufficiently in advance of the Expiration Date to
assure that the Consent Forms are received prior to the Expiration Date.

                                      6
Consent Forms of Registered Holders should be executed in the same manner as
their names appear on the Notes. An authorized DTC Participant should execute
the Consent Form exactly as its name appears on DTC's position listing. If
Notes are held of record by two or more joint Holders, all of the joint
Holders should sign the Consent Form. If a signature is by a trustee, partner,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other Registered Holder acting in a fiduciary or representative capacity,
such person should so indicate when signing and must submit proper evidence
satisfactory to the applicable Company of such person's authority to so act.
If Notes are registered in different names, separate Consent Forms must be
executed covering each form of registration. If a Consent Form is executed by
a person other than the Registered Holder, then such other person must have
been authorized by proxy or in some other manner acceptable to the applicable
Company to validly vote the applicable Notes on behalf of the Registered
Holder.

For purposes of the Solicitation, DTC, as nominee holder of Notes, will
execute an omnibus proxy to authorize DTC Participants set forth in the
position listing of DTC as of the Record Date to execute Consent Forms as if
they were the Holders of the Notes held of record in the name of DTC or the
name of its nominee.

If a Consent Form relates to a principal amount of Notes which is less than
the principal amount of Notes held of record as of the Record Date by the
Holder providing such Consent, the Holder must indicate on the Consent Form
the aggregate dollar amount of the Notes to which the Consent relates. If the
Holder fails to so indicate, the Consent will be deemed to relate to the full
principal amount of the Notes held by such Holder.

Under no circumstances should any person tender or deliver certificates
evidencing Notes.

Each Company reserves the right to receive Consent Forms by any other
reasonable means or in any form that reasonably evidences the giving of
Consent.

Subject to applicable law and the terms of the applicable Indenture, all
questions as to the validity, form, eligibility (including time of receipt)
and acceptance of Consents will be resolved by each Company, as applicable, in
its sole discretion, which determination will be final and binding. Each
Company reserves the absolute right to reject any or all applicable Consents
that are not in proper form or the acceptance of which could, in the opinion
of such Company or its counsel, be unlawful. Subject to applicable law and the
terms of the applicable Indenture, each Company also reserves the right to
waive any defects, irregularities or conditions of the Solicitation. Subject
to applicable law and the terms of the applicable Indenture, the
interpretation of the terms and conditions of the Solicitation (including the
Consent Form and the instructions thereto) by each Company shall be final and
binding on all applicable parties. Unless validly waived, all defects or
irregularities in connection with deliveries must be cured within such time as
the applicable Company determines. None of the Companies, the Trustees, the
Depositary or any other person shall have any duty to give notification of any
such defects, irregularities or waiver, nor shall any of them incur any
liability for failure to give such notification. Deliveries of Consent Forms
will not be deemed to have been made until such irregularities have been cured
or validly waived.

Revocation of Consents

All properly completed and executed Consent Forms of Holders that are received
by the Depositary prior to the Expiration Date will be counted,
notwithstanding any transfer of the Notes to which such Consent Forms relate,
except for any Consent Forms for which the Depositary receives from the Holder
who provided such Consent Form a valid written notice of revocation or a
changed Consent Form bearing a date later than the date of the prior Consent
Form on or at any time prior to the Expiration Date. Receipt of the Requisite
Consents by the Depositary will not obligate either Company to execute a
Supplemental Indenture. No notice will be given of the time that Consents will
become irrevocable.

A Consent to the Proposed Amendments by a Holder of a Note shall continue to
bind the Holder (and every subsequent holder of that Note or portion of that
Note that evidences the same debt as the consenting Holder's Note), even if
notation of the Consent is not made on any Note. However, a Holder may revoke
the Consent to the Proposed Amendments if the Depositary receives a valid
written notice of such revocation on or at any time prior to the Expiration
Date. Only a Holder on the Record Date may grant a Consent or revoke any
Consent previously granted by such Holder. Any person or entity that becomes a
holder of the Notes after the Record Date will not have the authority to grant
a Consent to the Proposed Amendments or to revoke any Consent previously
granted by a Holder relating to the Notes held by the subsequent holder.

                                      7
To be effective, a notice of revocation must (1) be in writing, (2) be in the
form of a written revocation or a new Consent Form, (3) indicate the aggregate
principal amount at maturity represented by the Notes to which it relates and
(4) (a) be signed in the same manner as the original Consent Form or (b) be
accompanied by a proxy or other authorization (in form satisfactory to the
applicable Company). Revocations of Consent Forms must be sent to the
Depositary at its address set forth on the back cover page of this Statement.
Delivery of a revocation to any other address shall not constitute a valid
delivery of such revocation. Revocations of Consent Forms will be effective
only upon receipt by the Depositary. A revocation that is not received by the
Depositary in a timely fashion and accepted by the applicable Company as a
valid revocation will not be effective to revoke a Consent previously given.

Each Company reserves the right to contest the validity of any applicable
revocation, and, subject to applicable law and the terms of the applicable
Indenture, all questions as to validity (including time of receipt) of any
revocation will be determined by the applicable Company in its sole
discretion, which determination will be final and binding. Each Company
reserves the absolute right to reject any or all applicable revocations that
are not in proper form or the acceptance of which could, in the opinion of
such Company or its counsel, be unlawful. Unless validly waived, all defects
or irregularities in connection with revocations must be cured within such
time as the applicable Company determines. None of the Companies, the Trustee,
the Depositary or any other person shall have any duty to give notification of
any such defects, irregularities or waiver, nor shall any of them incur any
liability for failure to give such notification. Deliveries of notices of
revocation will not be deemed to have been made until such irregularities have
been cured or waived.

Conditions of Execution of the Supplemental Indentures and Making of the
Consent Payment

The execution of each Supplemental Indenture and the making of the Consent
Payment are conditioned on (1) the Requisite Consents being validly delivered
(and not subsequently revoked) on or at any time prior to the Expiration Date
and (2) the absence of any law or regulation which would, and the absence of
any injunction or action or other proceeding (pending or threatened) which (in
the case of any action or proceeding, if adversely determined) would, make
unlawful or invalid or enjoin the implementation of the Proposed Amendments,
the entering into of either Supplemental Indenture or the making of any
Consent Payment or question the legality or validity thereof.

The Proposed Amendments will be effected through the execution of each
Supplemental Indenture. Promptly after receipt of the Requisite Consents, the
Discount Supplemental Indenture will be executed by Holdings and the Discount
Trustee and the Senior Supplemental Indenture will be executed by ALM and the
Senior Trustee.

Although each Supplemental Indenture will become effective upon execution
thereof by the applicable parties, the Proposed Amendments will only become
operative concurrently with the making of the Consent Payment. Each Indenture
will remain in effect, without giving effect to the Proposed Amendments until
the Consent Payment is made. If the Consent Payment has not been made within
seven business days after the Expiration Date, the Proposed Amendments will
not become effective.

The Solicitation may be abandoned or terminated by either Company at any time
prior to the Expiration Date, for any reason, in which case all Consents will
be voided and the Consent Payment will not be made. Each of the conditions to
the Solicitation, the execution of each Supplemental Indenture and the making
of the Consent Payment set forth in this Statement are for the sole benefit of
the Companies and may be waived by either Company at any time.

The Depositary

The Bank of New York has been appointed as Depositary for the Solicitation.
The Consent Form and all correspondence in connection with the Solicitation
should be sent or delivered by each Holder or a beneficial owner's broker,
dealer, commercial bank, trust company or other nominee to the Depositary at
the address set forth on the back cover page of this Statement.

Fees and Expenses

The Companies will pay the Depositary reasonable and customary fees for their
services and will reimburse them for their reasonable out-of-pocket expenses
in connection therewith. The Companies will pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding

                                      8
copies of this Statement and related documents to the beneficial owners of
Notes. The Companies will not pay any fees or commissions to any broker,
dealer or other person for soliciting Consents pursuant to the Solicitation.

Miscellaneous

Neither Company is aware of any jurisdiction in which the making of the
Solicitation is not in compliance with applicable law. If either Company
becomes aware of any jurisdiction in which the making of the Solicitation
would not be in compliance with applicable law, each Company will make a good
faith effort to comply with any such law. If, after such good faith effort,
either Company cannot comply with any such law, the Solicitation will not be
made to (nor will Consents be accepted from or on behalf of) the owners of
Notes residing in such jurisdiction.

                                      9
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain United States federal income tax
consequences of the adoption of the Proposed Amendments to each Company and to
beneficial holders of the Notes and is intended for general informational
purposes only. This summary is based upon current law, which is subject to
change, possibly with retroactive effect. This discussion does not address all
aspects of United States federal income taxation that may be relevant to
particular holders in light of their individual circumstances or to certain
types of holders subject to special tax rules (e.g., non-U.S. holders,
financial institutions, insurance companies, broker-dealers, tax-exempt
organizations and foreign persons) or to persons that hold the Notes as part
of a straddle, hedge, conversion, synthetic security or constructive sale
transaction for United States federal income tax purposes or that have a
functional currency other than the U.S. dollar, all of whom may be subject to
tax rules that differ from those summarized below. In addition, this summary
does not discuss any foreign, state or local tax considerations. This summary
assumes that holders have held and will hold their Notes as "capital assets"
(generally, property held for investment) within the meaning of the Internal
Revenue Code. Holders should consult their tax advisors regarding the United
States federal, state, local and foreign income and other tax consequences of
the adoption of the Proposed Amendments.

Consequences to each Company

Under applicable Treasury regulations, the modification of a debt instrument
will generally result in a deemed exchange of the "old" (unmodified) debt
instrument for a "new" (modified) debt instrument for United States federal
income tax purposes if such modification is "significant." The regulations
generally provide that a modification is significant only if the legal rights
or obligations that are altered and the degree to which they are altered are
economically significant. In addition, the regulations set forth various rules
addressing specific modifications.

The regulations provide that a change in the yield of a debt instrument is a
significant modification if the yield on the modified instrument varies from
the annual yield on the unmodified instrument (determined as of the date of
the modification) by more than the greater of 1/4 of one percent (25 basis
points) or five percent of the annual yield of the unmodified instrument. For
purposes of determining the yield on the modified instrument, any payments
made to the holder as consideration for the modification (such as the Consent
Payment), as well as any prior consent payments or other modifications that
affected the yield of the notes) within the preceding five-year period are
taken into account. ALM has determined that the Consent Payment, combined with
any prior consent payments or other modifications, will not increase the
annual yield on the Senior Notes by an amount that is sufficient to cause a
significant modification of the notes. As a result, the Consent Payment should
not cause a significant modification of the Senior Notes.

The regulations also provide that the addition, deletion or alteration of
customary accounting or financial covenants relating to a debt instrument does
not result in a significant modification of the instrument. Although there is
no authority directly on point, each Company believes that the adoption of the
Proposed Amendments should not be treated as a significant modification of the
Notes and therefore should not result in a deemed exchange of Notes for "new"
Notes for United States federal income tax purposes. Accordingly, the each
Company believes the adoption of the Proposed Amendments should have no United
States federal income tax consequences to either Company.

There can be no assurance that the Internal Revenue Service (the "IRS") will
not successfully challenge this position. If the adoption of the Proposed
Amendments resulted in a deemed exchange of the Notes for "new" Notes for
United States federal income tax purposes, each Company would be treated as
having satisfied its obligations under its Notes with "new" Notes. Under this
view, each Company could recognize cancellation of indebtedness ("COI") income
equal to the difference, if any, between the adjusted issue price of its Notes
and the issue price of the "new" Notes received in the deemed exchange. For
this purpose, the issue price of the "new" Notes would generally equal their
fair market value (i.e., their trading price) if the Notes or such "new" Notes
were "traded on an established market" within the meaning of applicable
Treasury regulations or their principal amount if neither the Notes nor the
"new" Notes were so traded.

Consequences to Holders

ALM intends to treat the Consent Payment as a separate fee for consenting to
the Proposed Amendments that constitutes ordinary income to holders for United
States federal income tax purposes.

                                      10
As discussed above, each Company believes that the adoption of the Proposed
Amendments should not result in a deemed exchange of Notes for "new" Notes for
United States federal income tax purposes. Under this position, the adoption
of the Proposed Amendments would have no United States federal income tax
consequences to a holder and such holder would have the same adjusted tax
basis and holding period in the Notes as it had immediately before the
adoption of the Proposed Amendments.

As discussed above, however, there can be no assurance that the IRS will not
successfully challenge this position. If the adoption of the Proposed
Amendments resulted in a deemed exchange of the Notes for "new" Notes for
United States federal income tax purposes, such exchange would qualify as a
recapitalization if the "new" Notes were properly characterized as
"securities" for United States federal income tax purposes. In such event, a
holder would not recognize gain or loss as a result of such deemed exchange
(except to the extent that the "new" Notes received were attributable to
accrued but unpaid interest on the Notes, which amount would be taxable as
ordinary interest income in accordance with such holder's method of accounting
for United States federal income tax purposes) and would generally have the
same adjusted tax basis and holding period in the "new" Notes as it had in the
Notes immediately before the adoption of the Proposed Amendments. The manner
in which "new" Notes would be allocated between accrued but unpaid interest
and principal on the Notes is unclear under present law, and holders should
consult their tax advisors regarding the potential tax consequences of such
allocation. If a holder acquired its Notes at a "market discount" (i.e., at a
purchase price that was less than the Notes' principal amount by more than a
statutory de minimis amount) and did not elect to include such market discount
in income on a current basis, any accrued market discount on the "old" Notes
would carry over to the "new" Notes received in the deemed exchange. As
discussed above, ALM intends to take the position, and this discussion
assumes, that the Consent Payment should be treated as a separate fee that
constitutes ordinary income to the holder.

If the adoption of the Proposed Amendments resulted in a deemed exchange and
the "new" Notes were not treated as "securities" for United States federal
income tax purposes, a holder would recognize capital gain or loss on the
deemed exchange equal to the difference between the issue price of the "new"
Notes (i.e., their trading price or principal amount, as described above) and
such holder's adjusted tax basis in the Notes, except to the extent that the
"new" Notes received were attributable to accrued but unpaid interest on the
Notes, which would be taxable as ordinary interest income in accordance with
such holder's method of accounting for United States federal income tax
purposes. In addition, any gain on such exchange that is attributable to
accrued but unrecognized market discount would be taxable as ordinary interest
income. Holders should consult their tax advisors regarding the potential tax
consequences of allocating "new" Notes between accrued interest and principal
on the Notes in the event there is a deemed exchange of the Notes for "new"
Notes.

If the adoption of the Proposed Amendments resulted in a deemed exchange of
the Notes for "new" Notes, the Notes or "new" Notes were publicly traded, and
the "new" Notes had a fair market value (i.e., trading price) that was less
than their issue price by more than a statutory de minimis amount, then the
"new" Notes would generally have original issue discount for United States
federal income tax purposes. A holder would generally be required to include
such original issue discount in income on a constant yield-to-maturity basis
over the remaining life of the "new" Notes, which may result in the
recognition of interest income prior to the receipt of cash in respect
thereof. If a holder acquired a "new" Note at an "acquisition premium" (i.e.,
the holder's tax basis in the "new" Note immediately after the deemed exchange
was less than its principal amount but exceeded its issue price), the amount
of original issue discount includible in gross income by such holder each
taxable period would be reduced by a portion of such premium. Holders should
consult their tax advisors regarding the potential tax consequences of the
Solicitation under the original issue discount rules.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to the payment of
the Consent Payment to a holder and backup withholding may apply if the holder
fails to comply with certain identification requirements. The backup
withholding rate is currently 28%. Any amounts so withheld will be allowed as
a credit against the holder's U.S. federal income tax liability and may
entitle the holder to a refund, provided the required information is furnished
to the IRS.

THE FOREGOING SUMMARY DOES NOT ADDRESS ALL ASPECTS OF U.S. FEDERAL INCOME
TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS IN LIGHT OF THEIR
PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATIONS. HOLDERS ARE URGED TO

                                      11
CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF
THE CONSENT SOLICITATION, INCLUDING THE TAX TREATMENT OF THE CONSENT PAYMENT
AND THE APPLICATION OF ANY FOREIGN, STATE, LOCAL, GIFT, ESTATE OR OTHER TAX
LAWS.
ANNEX A

                    PROPOSED FORM OF SUPPLEMENTAL INDENTURE

-------------------------------------------------------------------------------

                     [AMERICAN LAWYER MEDIA HOLDINGS, INC.

                    12 1/4% Senior Discount Notes Due 2008]

                         [AMERICAN LAWYER MEDIA, INC.

                         9 3/4% Senior Notes Due 2007]

                              __________________

                            SUPPLEMENTAL INDENTURE
                          DATED AS OF _________, 2004

                              __________________

                             THE BANK OF NEW YORK,
                                  AS TRUSTEE

-------------------------------------------------------------------------------

                                     A-1
SUPPLEMENTAL INDENTURE, dated as of , 2004 (this "Supplemental
Indenture"), between [American Lawyer Media Holdings, Inc.] [American Lawyer
Media, Inc.], a Delaware corporation (the "Company"), and The Bank of New
York, a New York banking corporation, as trustee (the "Trustee").

         WHEREAS, the Company and the Trustee are parties to an Indenture,
dated as of December 22, 1997 (the "Indenture"), pursuant to which the Company
issued its [12 1/4% Senior Discount Notes Due 2008] [9 3/4% Senior Notes Due
2007] (the "Notes");

         WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company to authorize and approve the
amendments to the Indenture (the "Proposed Amendments");

         WHEREAS, Section 9.02 of the Indenture provides that the Company and
the Trustee may amend the Indenture and the Notes with the written consent of
the Holders of not less than a majority in aggregate principal amount at
maturity of the Notes then outstanding;

         WHEREAS, the Company has distributed a Consent Solicitation
Statement, dated January 23, 2004 (the "Solicitation Statement"), and
accompanying Consent Form to the Holders of the Notes in connection with the
Proposed Amendments as described in the Solicitation Statement;

         WHEREAS, the Holders of not less than a majority in aggregate
principal amount at maturity of the Notes outstanding have approved the
Proposed Amendments to the provisions of the Indenture; and

         WHEREAS, the execution and delivery of this instrument have been duly
authorized and all conditions and requirements necessary to make this
instrument a valid and binding agreement have been duly performed and complied
with;

         NOW, THEREFORE, for and in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which hereby
are acknowledged, it is mutually covenanted and agreed, for the equal
proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1.  AMENDMENT OF SECTION 1.01

         Section 1.01. (a) Clause (h) of the definition of "Permitted
Indebtedness" contained in Section 1.01 of the Indenture is hereby amended to
delete the words "$40.0 million" and replace them with the words "$65.0
million" and (b) Clause (s) of the definition of "Permitted Liens" contained
in Section 1.01 of the Indenture is hereby amended to delete the words "$40.0
million" and replace them with the words "$65.0 million".

ARTICLE 2.  MISCELLANEOUS

         Section 2.01. The Trustee accepts the trusts created by the
Indenture, as amended and supplemented by this Supplemental Indenture, and
agrees to perform the same upon the terms and conditions of the Indenture, as
amended and supplemented by this Supplemental Indenture.

         Section 2.02. All capitalized terms used and not defined herein shall
have the respective meanings assigned to them in the Indenture.

         Section 2.03. This Supplemental Indenture shall become effective as
of the date hereof at such time as executed counterparts of this Supplemental
Indenture have been delivered by each party hereto to the other party hereto.

         Section 2.04. Each of the Company and the Trustee hereby confirms and
reaffirms the Indenture in every particular except as amended and supplemented
by this Supplemental Indenture.

         Section 2.05. All covenants and agreements in this Supplemental
Indenture by the Company or the Trustee shall bind their respective successors
and assigns, whether so expressed or not.

         Section 2.06. In case any provisions in this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

         Section 2.07. Nothing in this Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the Notes, any benefit or
any legal or equitable right, remedy or claim under the Indenture.

         Section 2.08. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together shall represent the same agreement. One signed copy is enough to
prove this Supplemental Indenture.

                                     A-2
Section 2.09. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York, as applied to
contracts made and performed within the State of New York, without regard to
principles of conflicts of law. Each of the parties hereto agrees to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Supplemental Indenture.

         Section 2.10. All provisions of this Supplemental Indenture shall be
deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as amended and supplemented by this Supplemental Indenture, shall
be read, taken and construed as one and the same instrument.

         Section 2.11. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which are made solely by the Company.

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.

                                       [AMERICAN LAWYER MEDIA HOLDINGS, INC.]
                                       [AMERICAN LAWYER MEDIA, INC.]

                                       By:
                                          -----------------------------------
                                          Name:
                                          Title:

                                       THE BANK OF NEW YORK

                                       By:
                                          ----------------------------------
                                          Name:
                                          Title:

                                     A-3
Copies of the Consent Form will be accepted. The Consent Form and any other
required documents should be sent by each Holder or such Holder's broker,
dealer, commercial bank, trust company or other nominee to the Depositary at
the address set forth below:

                    The Depositary for the Solicitation is:

                             The Bank of New York

        By Registered or Certified Mail, Hand or by Overnight Courier:

                             The Bank of New York
                          Corporate Trust Operations
                              Reorganization Unit
                           101 Barclay Street-7 East
                           New York, New York 10286
                            Attention: Mr. Kin Lau

     Facsimile Transmission Number:                  Confirm by Telephone:
          (212) 298-1915                                (212) 815-3750