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

Date of Report (Date of earliest event reported): February 5, 2003

KEY3MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other Jurisdiction
of incorporation)

1-16061
(Commission File
Number)

95-4799962
(IRS Employer
Identification No.)

5700 Wilshire Blvd., Suite 325
Los Angeles, CA 90036
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (323) 954-6000

N/A
(Former Name or Former Address, if Changed Since Last Report)

ITEM 5. OTHER EVENTS.

On February 5, 2003, Key3Media Group, Inc. issued a press release concerning its receiving Bankruptcy Court approval of debtor-in-possession ("DIP") financing. The press release is attached hereto as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

99.1 Press release dated February 5, 2003, concerning Registrant’s receiving Bankruptcy Court approval of debtor-in-possession ("DIP") financing.

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.

Dated: February 5, 2003

KEY3MEDIA GROUP, INC.

By: /s/ Peter B. Knepper
Name:   Peter B. Knepper
Title:     Executive Vice President
              and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

99.1

Description

Press release dated February 5, 2003, concerning Registrant’s receiving Bankruptcy Court approval of debtor-in-possession ("DIP") financing.

KEY3MEDIA GROUP INC 8-K