UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


 X  Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                      For the Year Ended December 31, 2000

___ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

           For the transition period from ________ to __________

                         Commission File Number: 0-16899

                          ARAHOVA COMMUNICATIONS, INC.
              (Successor by Merger to Century Communications Corp.)
             (Exact name of registrant as specified in its charter)

               Delaware                                25-1844576
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

         One North Main Street
            Coudersport, PA                           16915-1141
 (Address of principal executive offices)             (Zip code)

                                  814-274-9830
               (Registrant's telephone number including area code)

        Securities registered pursuant to Section 12(b) of the Act: None.
        Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes      X        No  ____
      -------

Adelphia Communications Corporation is the holder of all shares of outstanding
common stock, par value $.01, of Arahova Communications, Inc., consisting of
1,000 shares as of March 30, 2001.

Documents Incorporated by Reference:    None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to the
Form 10-K. X .

Arahova meets the conditions set forth in General Instruction I (i) (a) and (b)
and is therefore filing in the reduced disclosure format.
<PAGE>

<TABLE>
<CAPTION>
                                                      ARAHOVA COMMUNICATIONS, INC.

                                                            TABLE OF CONTENTS


SAFE HARBOR STATEMENT

PART I
<S>                                                                                                                <C>
    ITEM 1.     BUSINESS                                                                                           3

    ITEM 2.     PROPERTIES                                                                                         17

    ITEM 3.     LEGAL PROCEEDINGS                                                                                  18

    ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                18

PART II

    ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                STOCKHOLDER MATTERS                                                                                19

    ITEM 6.     SELECTED FINANCIAL DATA                                                                            19

    ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS                                                                              21

    ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                         27

    ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                        29

    ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE                                                                               52

PART III

    ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                 52

    ITEM 11.    EXECUTIVE COMPENSATION                                                                             52

    ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                     52

    ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                     52

PART IV

    ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                                    52
</TABLE>
<PAGE>

SAFE HARBOR STATEMENT

        The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Annual Report on Form 10-K, including Management's Discussion and Analysis of
Financial Condition and Results of Operations, is forward-looking, such as
information relating to the effects of future regulation, future capital
commitments and the effects of competition. Such forward-looking information
involves important risks and uncertainties that could significantly affect
expected results in the future from those expressed in any forward-looking
statements made by, or on behalf of, Arahova Communications, Inc. ("Arahova" or
the "Company"). These "forward looking statements" can be identified by the use
of forward-looking terminology such as "believes", "expects," "may," "will,"
"should," "intends" or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that involve
risks and uncertainties. These risks and uncertainties include, but are not
limited to, uncertainties relating to general business and economic conditions,
acquisitions and divestitures, risks associated with the Company's growth and
financings, the availability and cost of capital, government and regulatory
policies, the pricing and availability of equipment, materials, inventories and
programming, product acceptance, the Company's ability to execute on its various
business plans and to construct, expand and upgrade its networks, risks
associated with reliance on the performance and financial condition of vendors
and customers, technological developments, and changes in the competitive
environment in which the Company operates. Persons reading this Annual Report on
Form 10-K are cautioned that forward-looking statements herein are only
predictions, that no assurance can be given that the future results will be
achieved, and that actual events or results may differ materially as a result of
the risks and uncertainties facing the Company. For further information
regarding those risks and uncertainties and their potential impact on the
Company, see the prospectus and most recent prospectus supplement filed under
Adelphia's Registration Statement No. 333-78027, under the caption "Risk
Factors."

PART I
ITEM 1.  BUSINESS
(Dollars in thousands, except subscriber rates and per share amounts)

Introduction

        On October 1, 1999, Adelphia Communications Corporation ("Adelphia") and
Century Communications Corp. ("Century") consummated a merger (the "Merger")
whereby Century was merged with and into Adelphia Acquisition Subsidiary, Inc.
("Merger Sub"), a wholly owned subsidiary of Adelphia, pursuant to an Agreement
and Plan of Merger (the "Merger Agreement"), dated as of March 5, 1999, as
amended on July 12, 1999 and July 29, 1999, by and among Adelphia, Century and
Merger Sub. As a result of the Merger, Century has become a wholly owned
subsidiary of Adelphia, which files reports with the Securities and Exchange
Commission. Merger Sub is sometimes referred to herein as the "Successor
Corporation." The name of the Successor Corporation was changed to Arahova
Communications, Inc. ("Arahova") on October 1, 1999. As used herein, the
"Company" refers to the predecessor corporation, as well as Arahova, as the
successor to the predecessor corporation.

        Cable systems owned by the Company (the "Company Systems") are located
in the United States and Puerto Rico and are organized into six core clusters:
Los Angeles, PONY (Western Pennsylvania, Ohio and Western New York), New
England, Florida, Virginia and Colorado Springs. The Company Systems are located
primarily in suburban areas of large and medium-sized cities within the 50
largest television markets. As of December 31, 2000, the broadband networks for
the Company Systems passed in front of approximately 4,312,271 homes and served
approximately 2,509,634 basic subscribers.

        In addition to traditional analog cable television, the Company offers
or intends to offer a wide range of telecommunication services including digital
cable television, high-speed data and internet access, paging and telephony.
Adelphia is a leader in the telecommunications industry with cable television
and local telephone operations. As of December 31, 2000, Adelphia owned and
managed cable television systems, including the Company's systems, with
broadband networks that passed in front of approximately 9,020,540 homes and
served approximately 5,741,368 basic subscribers.



        Selected financial and other data and consolidated financial statements
presented for periods prior to October 1, 1999 are referred to herein as "Old
<PAGE>

Arahova". Selected financial and other data and consolidated financial
statements presented for periods subsequent to October 1, 1999 are referred to
herein as "New Arahova". As a result of the application of purchase accounting
resulting from Adelphia's October 1, 1999 acquisition of Arahova, the assets and
liabilities of New Arahova have been recorded at their fair values on October 1,
1999.

        On May 25, 2000, the Board of Directors of the Company changed Arahova's
fiscal year from May 31 to December 31. The decision was made to conform to
general industry practice and for administrative purposes. The change became
effective for the seven months ended December 31, 1999.

Products and Services

    Video Services

        Arahova's cable systems receive a variety of television, radio and data
signals transmitted to receiving sites ("headends") by way of off-air antennas,
microwave relay and satellite earth stations. Signals are then modulated,
amplified and distributed primarily through a network of fiber optic and coaxial
cable to subscribers, who pay fees for the service. Cable television systems are
generally constructed and operated pursuant to non-exclusive franchises awarded
by state or local government authorities for specified periods of time.

        Systems typically offer subscribers a package of basic video services
consisting of local and distant television broadcast signals,
satellite-delivered non-broadcast channels (which offer programming such as
news, sports, family entertainment, music, weather, shopping, etc.) and public,
governmental and educational access channels.

        In addition, premium service channels, which provide movies, live and
taped concerts, sports events and other programming, are offered for an extra
monthly charge. Systems also offer pay-per-view programming, which allows the
subscriber to order special events or movies on a per event basis. Local,
regional and national advertising time is also sold in the Systems, with
commercial advertisements inserted on certain satellite-delivered non-broadcast
channels. Arahova also sells advertising to various entities for local and
national advertising on certain channels carried by Arahova, as well as mailings
and other media.

        Digital video services are available to Arahova subscribers who lease a
digital converter. Digital TV is a computerized method of defining, transmitting
and storing information that makes up a television signal. Since digital signals
can be "compressed," Arahova can transmit up to 12 channels in the space
currently used to transmit just one analog channel. Arahova Digital Cable TV
subscribers may also receive "multichannel" premium services, such as four
genres of HBO programming from east and west coast satellite feeds, enhanced
pay-per-view options with up to 35 movie channels, digital music, an interactive
on-screen program guide to help them navigate the new digital choices, video on
demand and interactive programming and e-commerce.

    High-Speed Data Services and Internet Access

        Power Link, Adelphia's high-speed data service provided through cable
modems, which includes residential, institutional, and business service
offerings, constitutes an alternative to the traditional and offered by the
company slower speed data offerings available through Internet Service Providers
("ISPs"). Power Link offers customers speeds comparable to those available
through a T1 line, at costs that compare to a typical ISP plus a second
telephone line. Additionally, Arahova also offers high speed data services
through @Home in certain systems.

        The Company's deep fiber design allows the use of the expanded bandwidth
potential of digital compression technology for cable data and video services.
High speed cable data services are now available at speeds far in excess of that
which is currently available via a 28.8 or 56 kilobit per second telephone
modem. In addition, using a high speed cable modem and special ethernet card
allows the user to bypass telephone lines, which allows the customer to be
connected to the internet at all times.

        The Company also offers high speed internet access through the use of
one way cable modems, which provide the high speeds of broadband on the data
downstream and utilize a telephone line return path. One way cable modems enable
<PAGE>

the Company to offer the high speed data service to the bulk of its customers,
while completing the system buildout of two way broadband plant. When the plant
is two way active, these modems can be upgraded across the network to no longer
use the telephone line.

        The Company also offers traditional dial up internet access for those
customers who initially prefer this method of internet access to the higher
speeds of our broadband network. This establishes the Company as a full service
internet provider and creates a customer base which can be upgraded to the high
speed service in the future.

    Other Services

        Arahova offers wireless messaging services through Adelphia's wholly
owned subsidiary, PageTime, Inc. ("PageTime"). PageTime provides one-way
messaging services to the Company's Systems via resale arrangements with
existing paging network operators.

        Arahova also offers long distance telephone service on a resale basis.
Services offered include state-to-state and in-state long distance, as well as
800 service, international calling, calling card services and debit card
services. The Company's sales effort is focused on the consumer market and
emphasizes the simplicity and savings of one low usage fee available 24 hours a
day, 7 days a week with no monthly fee.

    Operating Strategy

        The Company's cable television operations strategy is to construct and
operate a broadband network capable of offering a broad range of
telecommunications services and providing superior customer service while
maximizing operating efficiencies. The Company intends to continue to build on
its expertise as a cable television service provider, and further its presence
as a provider of bundled communications services. The Company's broadband
network allows it to combine its cable television service with high speed data
and internet access, paging and telephony services.

        By acquiring and developing systems in geographic proximity, the Company
has been able to realize significant operating efficiencies through the
consolidation of many managerial, administrative and technical functions. The
Systems have consolidated virtually all of their administrative operations,
including customer service, service call dispatching, marketing, human
resources, advertising sales and government relations into regional offices.
Each regional office has a related technical center which contains the
facilities necessary for the Systems' technical functions, including
construction, installation and system maintenance and monitoring. Consolidating
customer service functions into regional offices allows the Company to provide
customer service through better training and staffing of customer service
representatives, and by providing more advanced telecommunications and computer
equipment and software to its customer service representatives than would
otherwise be economically feasible in smaller systems. To this end, Arahova has
completed several cable system acquisitions and swaps in order to further
cluster systems in close geographic proximity.

        The Company considers technological innovation to be an important
component of its service offerings and customer satisfaction. The Company
intends to continue the upgrade of its network infrastructure to add channel
capacity, increase digital transmission capabilities and further improve system
reliability. These improvements will enable the Company to continue its
introduction of additional services, such as digital video, high speed data and
internet service, impulse-ordered pay-per-view programming and interactive
programming, which expand customer choices and are expected to increase Company
revenues. Management believes that the Company is among the leaders of the cable
industry in the deployment of fiber optic cable with one of the most advanced
broadband network infrastructures.

Recent Development of the Systems

        The Company has focused on acquiring and developing systems in markets
which have favorable historical growth trends. The Company believes that the
strong household growth trends in its systems' market areas are a key factor in
positioning itself for future growth in basic subscribers.

        On April 14, 2000, Adelphia closed on a $2,250,000 credit facility
through certain subsidiaries and affiliates, including subsidiaries of Arahova.
The credit facility consists of a $1,500,000 8 3/4 year reducing revolving
credit loan and a $750,000 9 year term loan. In connection with the closing of
this credit facility, Adelphia contributed cable systems serving approximately
460,000 subscribers to Arahova.
<PAGE>

        In July 2000, Adelphia closed its acquisition under which Prestige
Communications of NC, Inc. sold its cable systems in Virginia, North Carolina
and Maryland to a subsidiary of Arahova for approximately $700,000. These
systems serve approximately 118,250 basic subscribers.

        In November 2000, Adelphia and Arahova acquired cable systems in the
Cleveland, Ohio area from Cablevision Systems Corp. These systems served
approximately 310,000 subscribers at the date of acquisition. In connection with
the acquisition, Adelphia issued 10,800,000 shares of its Class A common stock
and Arahova paid cash of approximately $990,000. Simultaneous with the
acquisition, Adelphia contributed the systems purchased with its common stock to
Arahova.

        On January 1, 2001, Adelphia closed on its previously announced
agreement to swap certain cable systems of Adelphia and its wholly owned
subsidiaries with Comcast Corporation ("Comcast") in a geographic
rationalization of the companies' respective markets. As part of this
transaction, Arahova added approximately 168,000 subscribers in the Los Angeles,
CA and West Palm/Fort Pierce, FL areas. In exchange, Comcast received Arahova
systems serving approximately 178,000 subscribers in New Jersey, New Mexico and
Indiana.

        The Company will continue to evaluate new opportunities that allow for
the expansion of its business through the acquisition of additional cable
television systems in geographic proximity to its existing regional market areas
or in locations that can serve as the basis for new market areas, either
directly or indirectly through joint ventures, where appropriate.

Financial Information

        The financial data regarding the Company's revenues, results of
operations and identifiable assets as of and for the three years in the period
ended May 31, 1999, the four months ended September 30, 1999, the twelve months
ended December 31, 1999, the three months ended December 31, 1999, and the year
ended December 31, 2000 are set forth in, and incorporated herein by reference
to, Item 6 of this Annual Report on Form 10-K.

    Technologies and Capital Improvements

        The Company has made a substantial commitment to the technological
development of the systems and is aggressively investing in the upgrade of the
technical capabilities of its cable plant in a cost efficient manner. The
Company continues to deploy fiber optic cable and to upgrade the technical
capabilities of its broadband networks. This should result in increases in
network capacity, digital capability, two-way communication and network
reliability.

        The upgraded systems, on average, will include only two active pieces of
equipment between the headend and the home. Limiting the number of active pieces
of equipment combined with the small number of homes per fiber node reduces the
potential for mechanical failure and the number of customers affected by such a
failure, all of which provides increased reliability to the customers.

    Subscriber Services and Rates

        The Company's revenues are derived principally from monthly subscription
fees for various services. Rates to subscribers vary in accordance with the type
of service selected.

        Although service offerings vary across franchise areas because of
differences in plant capabilities, each of the areas typically offers services
at monthly prices ranging as follows:


                        Service                           Rate Range

                Basic Cable Television               $   7.00 - 19.00
                Cable Value Cable Television         $  11.00 - 28.00
                Premium Cable Television             $   9.00 - 14.00
                Digital Cable Television             $  10.00
                High Speed Internet Access           $  35.00 - 50.00
                Dial-up Internet Access              $  16.00
                Paging                               $   7.00 - 35.00
                Long Distance                        $    .07 - .08 per minute
<PAGE>

        An installation fee, which the Company may wholly or partially waive
during a promotional period, is usually charged to new subscribers.

        The Cable Communications Policy Act of 1984 (the "1984 Cable Act"), as
amended by the Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Cable Act"), deregulated basic service rates for systems in
communities meeting the Federal Communication Commissions ("FCC") definition of
effective competition. Pursuant to the FCC's definition of effective competition
adopted following enactment of the 1984 Cable Act, substantially all of the
Company's franchises were rate deregulated. However, in June 1991, the FCC
amended its effective competition standard, which increased the number of cable
systems, which could be subject to local rate regulation. The 1992 Cable Act
contains a definition of effective competition under which nearly all cable
systems in the United States are subject to regulation of basic service rates.
Additionally, the legislation (i) eliminated the 5% annual basic rate increase
allowed by the 1984 Cable Act without local approval; (ii) allows the FCC to
adjudicate the reasonableness of rates for non-basic service tiers, other than
premium services, for cable systems not subject to effective competition in
response to complaints filed by franchising authorities and/or cable
subscribers; (iii) prohibits cable systems from requiring subscribers to
purchase service tiers above basic service in order to purchase premium services
if the system is technically capable of doing so; (iv) allows the FCC to impose
restrictions on the retiering and rearrangement of cable services under certain
circumstances; and (v) permits the FCC and franchising authorities more latitude
in controlling rates and rejecting rate increase requests. The
Telecommunications Act of 1996 (the "1996 Act") ended FCC regulation on nonbasic
tier rates on March 31, 1999.

        For a discussion of recent FCC rate regulation and related developments,
see "Legislation and Regulation" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Regulatory and Competitive
Matters."


        Franchises

        The 1984 Cable Act provides that cable operators may not offer cable
service to a particular community without a franchise unless such operator was
lawfully providing service to the community on July 1, 1984 and the franchising
authority does not require a franchise. The systems operate pursuant to
franchises or other authorizations issued by governmental authorities,
substantially, all of which are nonexclusive. Such franchises or authorizations
awarded by a governmental authority generally are not transferable without the
consent of the authority. As of December 31, 2000, the Company held 766
franchises. Most of these franchises can be terminated prior to their stated
expiration by the relevant governmental authority, after due process, for breach
of material provisions of the franchise. Under the terms of most of the
Company's franchises, a franchise fee (generally ranging up to 5% of the gross
revenues of the cable system) is payable to the governmental authority.

        The franchises issued by the governmental authorities are subject to
periodic renewal. In renewal hearings, the authorities generally consider, among
other things, whether the franchise holder has provided adequate service and
complied with the franchise terms. In connection with a renewal, the authority
may impose different and more stringent terms, the impact of which cannot be
predicted. To date, all of the Company's material franchises have been renewed
or extended, at or effective upon their stated expiration, generally on modified
terms. Such modified terms have not been materially adverse to the Company.

        The Company believes that all of its material franchises are in good
standing. From time to time, the Company notifies the franchising authorities of
the Company's intent to seek renewal of the franchise in accordance with the
procedures set forth in the 1984 Cable Act. The 1984 Cable Act process requires
that the governmental authority consider the franchise holder's renewal proposal
on its own merits in light of the franchise holder's past performance and the
community's needs and interests, without regard to the presence of competing
applications. See `'Legislation and Regulation." The 1992 Cable Act alters the
administrative process by which operators utilize their 1984 Cable Act franchise
renewal rights. Such changes could make it easier in some instances for a
franchising authority to deny renewal of a franchise.
<PAGE>

    Competition

        Although the Company and the cable television industry have historically
faced modest competition, the competitive landscape is changing and competition
has increased. The Company believes that the increase in competition within its
communities will continue to occur over the next several years.

        At the present time, cable television systems compete with other
communications and entertainment media, including off-air television broadcast
signals, which a viewer is able to receive directly using the viewer's own
television set and antenna. The extent to which a cable system competes with
over-the-air broadcasting depends upon the quality and quantity of the broadcast
signals available by direct antenna reception compared to the quality and
quantity of such signals and alternative services offered by a cable system. In
many areas, television signals which constitute a substantial part of basic
service can be received by viewers who use their own antennas. Local television
reception for residents of apartment buildings or other multi-unit dwelling
complexes may be aided by use of private master antenna services. Cable systems
also face competition from alternative methods of distributing and receiving
television signals and from other sources of entertainment such as live sporting
events, movie theaters and home video products, including multimedia computers,
videocassette recorders, digital video disc players and compact disc players. In
recent years, the FCC has adopted policies providing for authorization of new
technologies and a more favorable operating environment for certain existing
technologies that provide, or may provide, substantial additional competition
for cable television systems. The extent to which cable television service is
competitive depends in significant part upon the cable television system's
ability to provide an even greater variety of programming and other services
than that available off-air or through competitive alternative delivery sources.
In addition, certain provisions of the 1992 Cable Act and the 1996 Act are
expected to increase competition significantly in the cable industry. See
"Legislation and Regulation."

        The 1992 Cable Act prohibits the award of exclusive franchises,
prohibits franchising authorities from unreasonably refusing to award additional
franchises and permits them to operate cable systems themselves without
franchises.

        Individuals presently have the option to purchase either C-band earth
stations or high-powered direct broadcast satellites ("DBS") utilizing video
compression technology. Earth Station technology requires expensive equipment
and room to spin to see more than one satellite, as well as limits on capacity.
DBS technology has the capability of providing more than 100 channels of
programming over a single high-powered DBS satellite with significantly higher
capacity available if multiple satellites are placed in the same orbital
position. Video compression technology is being used by cable operators to
similarly increase their channel capacity. DBS service can be received virtually
anywhere in the United States through the installation of a small rooftop or
side-mounted antenna, and it is more accessible than cable television service
where a cable plant has not been constructed or where it is not cost effective
to construct cable television facilities. DBS is being heavily marketed on a
nationwide basis by competing service providers. Congress passed the Satellite
Home Viewer Act in late 1999. The law allows DBS providers to offer local
broadcast channels. DBS companies have since added a number of local channels in
some regions, a trend that will continue, thus lessening the distinction between
cable television and DBS service.

        Cable communications systems also compete with wireless program
distribution services such as multichannel, multipoint distribution service
("MMDS"), commonly called wireless cable systems, which use low-power microwave
frequencies to transmit video programming over-the-air to subscribers. There are
MMDS operators who are authorized to provide or are providing broadcast and
satellite programming to subscribers in areas served by the Company's Systems.
MMDS systems are less capital intensive, are not required to obtain local
franchises or to pay franchise fees and are subject to fewer regulatory
requirements than cable television systems. MMDS systems' ability to compete
with cable television systems has previously been limited by channel capacity,
the inability to obtain programming and regulatory delays. Recently, however,
MMDS systems have developed digital compression technology which provides for
more channel capacity and better signal delivery. Although relatively few MMDS
systems in the United States are currently in operation or under construction,
virtually all markets have been licensed or tentatively licensed. A series of
actions taken by the FCC, including reallocating certain frequencies to wireless
services, are intended to facilitate the development of wireless cable
television spectrum that will be used by wireless operators to provide
additional channels of programming over longer distances. Several Regional Bell
Operating Companies ("RBOC") acquired interests in major MMDS companies. The
Company is unable to predict whether wireless video services will have a
material impact on its operations.

        Additional competition may come from private cable television systems
servicing condominiums, apartment complexes and certain other multiple unit
<PAGE>

residential developments. The operators of these private systems, known as
satellite master antenna television ("SMATV") systems, often enter into
exclusive agreements with apartment building owners or homeowners' associations
which preclude franchised cable television operators from serving residents of
such private complexes. However, the 1984 Cable Act gives franchised cable
operators the right to use existing compatible easements within their franchise
areas upon nondiscriminatory terms and conditions. Accordingly, where there are
preexisting compatible easements, cable operators may not be unfairly denied
access or discriminated against with respect to the terms and conditions of
access to those easements. There have been conflicting judicial decisions
interpreting the scope of the access right granted by the 1984 Cable Act,
particularly with respect to easements located entirely on private property.
Further, while a franchised cable television system typically is obligated to
extend service to all areas of a community regardless of population density or
economic risk, a SMATV system may confine its operation to small areas that are
easy to serve and more likely to be profitable. Under the 1996 Act, SMATV
systems can interconnect non-commonly owned buildings without having to comply
with local, state and federal regulatory requirements that are imposed upon
cable systems providing similar services, as long as they do not use public
rights-of-way. The U.S. Copyright Office has concluded that SMATV systems are
"cable systems" for purposes of qualifying for the compulsory copyright license
established for cable systems by federal law.

        The FCC also has initiated a new rulemaking proceeding looking toward
the allocation of frequencies in the 28 Ghz range for a new multi-channel
wireless video service which could make 98 video channels available in a single
market. It cannot be predicted at this time whether competitors will emerge
utilizing such frequencies or whether such competition would have a material
impact on the operations of cable television systems.

        The FCC has recently auctioned a sizable amount of spectrum in the 31
Ghz band for use by a new wireless service, LMDS, which among other uses, can
deliver over 100 channels of digital programming directly to consumers' homes.
The FCC auctioned this spectrum to the public during 1998, with cable operators
and local telephone companies restricted in their participation in this auction.
The extent to which the winning licenses in this service will use this spectrum
in particular regions of the country to deliver multichannel video programming
to subscribers, and therefore provide competition for franchised cable systems,
is at this time, uncertain. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

        The 1996 Act eliminates the restriction against ownership and operation
of cable systems by local telephone companies within their local exchange
service areas. Telephone companies are now free to enter the retail video
distribution business through any means, such as DBS, MMDS, SMATV or as
traditional franchised cable system operators. Alternatively, the 1996 Act
authorizes local telephone companies to operate "open video systems" without
obtaining a local cable franchise, although telephone companies operating such
systems can be required to make payments to local governmental bodies in lieu of
cable franchise fees. Up to two-thirds of the channel capacity of an "open video
system" must be available to programmers unaffiliated with the local telephone
company. The open video system concept replaces the FCC's video dialtone rules.
The 1996 Act also includes numerous provisions designed to make it easier for
cable operators and others to compete directly with local exchange telephone
carriers. With certain limited exceptions, neither a local exchange carrier nor
a cable operator can acquire more than 10% of the other entity operating within
its own service area.

        Advances in communications technology, as well as changes in the
marketplace and the regulatory and legislative environment, are constantly
occurring. Thus, it is not possible to predict the effect that ongoing or future
developments might have on the cable industry. The ability of cable systems to
compete with present, emerging and future distribution media will depend to a
great extent on obtaining and delivering attractive programming. The
availability and exclusive use of a sufficient amount of quality programming may
in turn be affected by developments in regulation or copyright law. See
"Legislation and Regulation."

        The cable television industry competes with radio, television, the
internet, and print media for advertising revenues. As the cable television
industry continues to develop programming designed specifically for distribution
by cable, advertising revenues may increase. Premium programming provided by
cable systems is subject to the same competitive factors which exist for other
programming discussed above. The continued profitability of premium services may
depend largely upon the continued availability of attractive programming at
competitive prices.

Employees

        On March 1, 2001, there were approximately 5,221 full-time employees of
the Company, of which 591 employees were covered by collective bargaining
<PAGE>

agreements at 14 locations. The Company considers its relationships with its
employees to be good.

Legislation and Regulation

        The cable television industry is regulated by the FCC, the principal
federal regulatory agency with jurisdiction over cable television, some state
governments and most local governments. In addition, various legislative and
regulatory proposals under consideration from time to time by Congress and
various federal agencies may materially affect the cable television industry.
The following is a summary of federal laws and regulations affecting the growth
and operation of the cable television industry and a description of certain
state and local laws.

    Federal Regulation

        The FCC has adopted regulations covering such areas as cross-ownership
between cable television systems and other communications businesses, carriage
of television broadcast programming, cable rates, consumer protection and
customer service, leased access, indecent programming, programmer access to
cable television systems, programming agreements, technical standards, consumer
electronics equipment compatibility, ownership of home wiring, program
exclusivity, equal employment opportunity, consumer education and lockbox
enforcement, origination cablecasting and sponsorship identification, children's
programming, signal leakage and frequency use, maintenance of various records,
and antenna structure notification, marking and lighting. The FCC has the
authority to enforce these regulations through the imposition of substantial
fines, the issuance of cease and desist orders and/or the imposition of other
administrative sanctions, such as the revocation of FCC licenses needed to
operate certain transmission facilities often used in connection with cable
operations. A brief summary of certain of these federal regulations as adopted
to date follows.

    Rate Regulation

        The 1984 Cable Act codified existing FCC preemption of rate regulation
for premium channels and optional non-basic program tiers. The 1984 Cable Act
also deregulated basic cable rates for cable television systems determined by
the FCC to be subject to effective competition. The 1992 Cable Act substantially
changed the previous statutory and FCC rate regulation standards. The 1992 Cable
Act replaced the FCC's old standard for determining effective competition, under
which most cable television systems were not subject to rate regulation, with a
statutory provision that resulted in nearly all cable television systems
becoming subject to rate regulation of basic service. The 1996 Act expands the
definition of effective competition to cover situations where a local telephone
company or its affiliate, or any multichannel video provider using telephone
company facilities, offers comparable video service by any means except direct
broadcast satellite television systems. Satisfaction of this test deregulates
all rates.

        For cable systems not subject to effective competition, the 1992 Cable
Act required the FCC to adopt a formula for franchising authorities to assure
that basic cable rates are reasonable; allowed the FCC to review rates for cable
programming service tiers, other than per-channel or per-program services, in
response to complaints filed by franchising authorities and/or cable customers;
prohibited cable television systems from requiring basic customers to purchase
service tiers above basic service in order to purchase premium services if the
system is technically capable of compliance; required the FCC to adopt
regulations to establish, on the basis of actual costs, the price for
Installation of cable service, remote controls, converter boxes and additional
outlets; and allowed the FCC to impose restrictions on the retiering and
rearrangement of cable services under certain limited circumstances. The 1996
Act limited the class of complainants regarding cable programming service tier
rates to franchising authorities only, after first receiving two rate complaints
from local customers, and ended FCC regulation of cable programming service tier
rates on March 31, 1999. The 1996 Act also relaxed existing uniform rate
requirements by specifying that such requirements do not apply where the
operator faces effective competition, and by exempting bulk discounts to
multiple dwelling units, although complaints about predatory pricing may be
lodged with the FCC.

        The FCC's implementing regulations contain standards for the regulation
of basic service rates. Local franchising authorities and the FCC, respectively,
are empowered to order a reduction of existing rates which exceed the maximum
permitted level for basic services and associated equipment, and refunds can be
required. The FCC adopted a benchmark price cap system for measuring the
reasonableness of existing basic service rates. Alternatively, cable operators
have the opportunity to make cost-of-service showings which, in some cases, may
<PAGE>

justify rates above the applicable benchmarks. The rules also require that
charges for cable-related equipment, converter boxes and remote control devices,
for example, and installation services be unbundled from the provision of cable
service and based upon actual costs plus a reasonable profit. The regulations
also provide that future rate increases may not exceed an inflation-indexed
amount, plus increases in certain costs beyond the cable operator's control,
such as taxes, franchise fees and increased programming costs. Cost-based
adjustments to these capped rates can also be made in the event a cable
television operator adds or deletes channels. There is also a streamlined
cost-of-service methodology available to justify a rate increase on the basic
tier for "significant" system rebuilds or upgrades.

        Finally, there are regulations which require cable television systems to
permit customers to purchase video programming on a per channel or a per program
basis without the necessity of subscribing to any tier of service, other than
the basic service tier, unless the cable television system is technically
incapable of doing so. Generally, this exemption from compliance with the
statute for cable television systems that do not have such technical capability
is available until a cable television system obtains the capability, but not
later than December 2002.

    Carriage of Broadcast Television Signals

        The 1992 Cable Act contains signal carriage requirements which allow
commercial television broadcast stations that are "local" to a cable television
system, that is to say that the system is located in the station's designated
market area, to elect every three years whether to require the cable television
system to carry the station, subject to certain exceptions, or whether the cable
television system will have to negotiate for "retransmission consent" to carry
the station. The next election between must-carry and retransmission consent
will be October 1, 2002. A cable television system is generally required to
devote up to one-third of its activated channel capacity for the carriage of
local commercial television stations whether pursuant to mandatory carriage
requirements or the retransmission consent requirements of the 1992 Cable Act.
Local non-commercial television stations are also given mandatory carriage
rights, subject to certain exceptions, within the larger of: (a) a 50 mile
radius from the station's city of license; or (b) the station's Grade B contour,
a measure of signal strength. Unlike commercial stations, noncommercial stations
are not given the option to negotiate retransmission consent for the carriage of
their signal. In addition, cable television systems have to obtain
retransmission consent for the carriage of all "distant" commercial broadcast
stations, except for certain "superstations," which are commercial
satellite-delivered independent stations such as WGN. To date, compliance with
the "retransmission consent" and "must carry" provisions of the 1992 Cable Act
has not had a material effect on the Company, although this result may change in
the future depending on such factors as market conditions, channel capacity and
similar matters when such arrangements are renegotiated. The FCC recently
completed a rulemaking proceeding dealing with the carriage of television
signals in high definition and digital formats. The FCC decided that local
television broadcast stations transmitting solely in a digital format are
presently entitled to carriage. However, stations transmitting in both digital
and analog formats, which is permitted during the current transition period,
have no carriage rights for the digital format until they cease transmitting an
analog signal.

    Franchise Fees and Other Franchise Requirements

        Although franchising authorities may impose franchise fees under the
1984 Cable Act, such payments cannot exceed 5% of a cable television system's
annual gross revenues. Under the 1996 Act, franchising authorities may not exact
franchise fees from revenues derived from telecommunications services, although
they may be able to exact some additional compensation for the use of public
rights-of-way. Franchising authorities are also empowered, in awarding new
franchises or renewing existing franchises, to require cable television
operators to provide cable-related facilities and equipment and to enforce
compliance with voluntary commitments. In the case of franchises in effect prior
to the effective date of the 1984 Cable Act, franchising authorities may enforce
requirements contained in the franchise relating to facilities, equipment and
services, whether or not cable-related. The 1984 Cable Act, under certain
limited circumstances, permits a cable operator to obtain modifications of
franchise obligations.

    Renewal of Franchises

        The 1984 Cable Act and the 1992 Cable Act establish renewal procedures
and criteria designed to protect incumbent franchisees against arbitrary denials
of renewal and to provide specific grounds for franchising authorities to
consider in making renewal decisions, including a franchisee's performance under
the franchise and community needs. Even after the formal renewal procedures are
invoked, franchising authorities and cable television operators remain free to
negotiate a renewal outside the formal process. Nevertheless, renewal is by no
means assured, as the franchisee must meet certain statutory standards. Even if
<PAGE>

a franchise is renewed, a franchising authority may impose new and more onerous
requirements such as rebuilding facilities and equipment, although the
municipality must take into account the cost of meeting such requirements.
Similarly, if a franchising authority's consent is required for the purchase or
sale of a cable television system or franchises, such authority may attempt to
impose burdensome or onerous franchise requirements in connection with a request
for such consent. Historically, franchises have been renewed for cable
television operators that have provided satisfactory services and have complied
with the terms of their franchises. The 1992 Cable Act makes several changes to
the process under which a cable television operator seeks to enforce its renewal
rights which could make it easier in some cases for a franchising authority to
deny renewal. Franchising authorities may consider the "level" of programming
service provided by a cable television operator in deciding whether to renew.
For alleged franchise violations occurring after December 29, 1984, franchising
authorities are no longer precluded from denying renewal based on failure to
substantially comply with the material terms of the franchise where the
franchising authority has "effectively acquiesced" to such past violations.
Rather, the franchising authority is stopped if, after giving the cable
television operator notice and opportunity to cure, it fails to respond to a
written notice from the cable television operator of its failure or inability to
cure. Courts may not reverse a denial of renewal based on procedural violations
found to be "harmless error."

    Channel Set-Asides

        The 1984 Cable Act permits local franchising authorities to require
cable television operators to set aside certain television channels for public,
educational and governmental access programming. The 1984 Cable Act further
requires cable television systems with thirty-six or more activated channels to
designate a portion of their channel capacity for commercial leased access by
unaffiliated third parties to provide programming that may compete with services
offered by the cable television operator. The 1992 Cable Act requires leased
access rates to be set according to a formula determined by the FCC.

    Ownership

        The 1996 Act repealed the statutory ban against local exchange carriers
providing video programming directly to customers within their local exchange
telephone service areas. Consequently, the 1996 Act permits telephone companies
to compete directly with operations of cable television systems. Under the 1996
Act and FCC rules adopted to implement the 1996 Act, local exchange carriers may
provide video service as broadcasters, common carriers, or cable operators. In
addition, local exchange carriers and others may also provide video service
through "open video systems," a regulatory regime that may give them more
flexibility than traditional cable television systems. Open video system
operators, including local exchange carriers, can, however, be required to
obtain a local cable franchise, and they can be required to make payments to
local governmental bodies in lieu of cable franchise fees. In general, open
video system operators must make their systems available to programming
providers on rates, terms and conditions that are reasonable and
nondiscriminatory. Where carriage demand by programming providers exceeds the
channel capacity of an open video system, two-thirds of the channels must be
made available to programmers unaffiliated with the open video system operator.

        The 1996 Act generally prohibits local exchange carriers from purchasing
any ownership interest in a cable television system exceeding 10% located within
the local exchange carriers telephone service area, prohibits cable operators
from purchasing local exchange carriers whose service areas are located within
the cable operator's franchise area, and prohibits joint ventures between
operators of cable television systems and local exchange carriers operating in
overlapping markets. There are some statutory exceptions, including a rural
exemption that permits buyouts in which the purchased cable television system or
local exchange carrier serves a non-urban area with fewer than 35,000
inhabitants, and exemptions for the purchase of small cable television systems
located in non-urban areas. Also, the FCC may grant waivers of the buyout
provisions in certain circumstances.

        The 1996 Act makes several other changes to relax ownership restrictions
and regulations of cable television systems. The 1996 Act repeals the 1992 Cable
Act's three-year holding requirement pertaining to sales of cable television
systems. The statutory broadcast/cable cross-ownership restrictions imposed
under the 1984 Cable Act have been eliminated, although the FCC's regulations
prohibiting broadcast/cable common-ownership currently remain in effect. The
FCC's rules also generally prohibit cable operators from offering satellite
master antenna service separate from their franchised systems in the same
franchise area, unless the cable operator is subject to "effective competition"
there.

        The 1996 Act amends the definition of a "cable system" under the
Communications Act so that competitive providers of video services will be
<PAGE>

regulated and franchised as "cable systems" only if they use public
rights-of-way. Thus, a broader class of entities providing video programming may
be exempt from regulation as cable television systems under the Communications
Act.

        Pursuant to the 1992 Cable Act, the FCC has imposed limits on the number
of cable television systems which a single cable television operator can own. In
general, no cable television operator can have an attributable interest in cable
television systems which serve more than 30% of all multi-channel video
programming distributors nationwide. Attributable interests for these purposes
include voting interests of 5% or more, non-voting interests of 33% or more of
the total assets (debt plus equity), officerships, directorships and general
partnership interests.

        The FCC has also adopted rules which limit the number of channels on a
cable television system which can be occupied by national video programming
services in which the entity which owns the cable television system has an
attributable interest. The limit is 40% of the first 75 activated channels. The
U.S. Court of Appeals for the District of Columbia Circuit recently overturned
the 30% multiple ownership and 40% programming interest rules on the ground that
they are an unsupported intrusion on cable operators' First Amendment rights.
The rulemaking decision was remanded to the FCC for further proceedings. The
constitutionality of the underlying statute had previously been sustained by the
same court. The FCC has yet to announce what action it will take on either of
these limitations.

        The 1996 Act provides that registered utility holding companies and
subsidiaries may provide telecommunications services, including cable
television, notwithstanding the Public Utilities Holding Company Act of 1935, as
amended. Electric utilities must establish separate subsidiaries known as
"exempt telecommunications companies" and must apply to the FCC for operating
authority. Due to their resources, electric utilities could be formidable
competitors to traditional cable television systems.

    Access to Programming

        The 1992 Cable Act imposed restrictions on the dealings between cable
operators and cable programmers. Of special significance from a competitive
business posture, the 1992 Cable Act precludes video programmers affiliated with
cable companies from favoring their affiliated cable operators over competitors
and requires such programmers to sell their programming to other multichannel
video distributors. This provision limits the ability of vertically integrated
cable programmers to offer exclusive programming arrangements to cable
companies. Certain of these restrictions are scheduled to sunset in October 2002
unless the FCC decides that they should be continued.

    Privacy

        The 1984 Cable Act imposes a number of restrictions on the manner in
which cable television operators can collect and disclose data about individual
system customers. The statute also requires that the system operator
periodically provide all customers with written information about its policies
regarding the collection and handling of data about customers, their privacy
rights under federal law and their enforcement rights. In the event that a cable
television operator was found to have violated the customer privacy provisions
of the 1984 Cable Act, it could be required to pay damages, attorneys' fees and
other costs. Under the 1992 Cable Act, the privacy requirements were
strengthened to require that cable television operators take such actions as are
necessary to prevent unauthorized access to personally identifiable information.

    Franchise Transfers

        The 1992 Cable Act requires franchising authorities to act on any
franchise transfer request within 120 days after receipt of all information
required by FCC regulations and by the franchising authority. Approval is deemed
to be granted if the franchising authority fails to act within such period.

    Technical Requirements

        The FCC has imposed technical standards applicable to all classes of
channels which carry downstream National Television System Committee video
programming. The FCC also has adopted additional standards applicable to cable
television systems using frequencies in the 108 to 137 MHz and 225 to 400 MHz
bands in order to prevent harmful interference with aeronautical navigation and
safety radio services and has also established limits on cable television system
signal leakage. Periodic testing by cable television operators for compliance
with the technical standards and signal leakage limits is required and an annual
filing of the results of these measurements is required. The 1992 Cable Act
requires the FCC to periodically update its technical standards to take into
<PAGE>

account changes in technology. Under the 1996 Act, local franchising authorities
may not prohibit, condition or restrict a cable television system's use of any
type of customer equipment or transmission technology.

        The FCC has adopted regulations to implement the requirements of the
1992 Cable Act designed to improve the compatibility of cable television systems
and consumer electronics equipment. These regulations, among other things,
generally prohibit cable television operators from scrambling their basic
service tier. The 1996 Act directs the FCC to set only minimal standards to
assure compatibility between television sets, VCRs and cable television systems,
and to rely on the marketplace. Pursuant to the 1992 Cable Act, the FCC has
adopted rules to assure the competitive availability to consumers of customer
premises equipment, such as converters, used to access the services offered by
cable television systems and other multichannel video programming distributors.
Pursuant to those rules, consumers are given the right to attach compatible
equipment to the facilities of their multichannel video programming distributors
so long as the equipment does not harm the network, does not interfere with the
services purchased by other customers and is not used to receive unauthorized
services. As of July 1, 2000, multichannel video programming distributors, other
than operators of direct broadcast satellite television systems, are required to
separate security from non-security functions in the customer premises equipment
which they sell or lease to their customers and offer their customers the option
of using component security modules obtained from the multichannel video
programming distributors with set-top units purchased or leased from retail
outlets. As of January 1, 2005, multichannel video programming distributors will
be prohibited from distributing new set-top equipment integrating both security
and non-security functions to their customers.

        Pursuant to the 1992 Cable Act, the FCC has adopted rules implementing
an emergency alert system. The rules require all cable television systems to
provide an audio and video emergency alert system message on at least one
programmed channel and a video interruption and an audio alert message on all
programmed channels. The audio alert message is required to state which channel
is carrying the full audio and video emergency alert system message. The FCC
rules permit cable television systems either to provide a separate means of
alerting persons with hearing disabilities of emergency alert system messages,
such as a terminal that displays emergency alert system messages and activates
other alerting mechanisms or lights, or to provide audio and video emergency
alert system messages on all channels. Cable television systems with 10,000 or
more basic customers per headend were required to install emergency alert system
equipment capable of providing audio and video emergency alert system messages
on all programmed channels by December 31, 1998. Cable television systems with
5,000 or more but fewer than 10,000 basic customers per headend will have until
October 1, 2002 to comply with that requirement. Cable television systems with
fewer than 5,000 basic customers per headend will have a choice of providing
either a national level emergency alert system message on all programmed
channels or installing emergency alert system equipment capable of providing
audio alert messages on all programmed channels, a video interrupt on all
channels, and an audio and video emergency alert system message on one
programmed channel. This must be accomplished by October 1, 2002.

    Inside Wiring; Customer Access

        In a 1997 order, the FCC established rules that require an incumbent
cable operator upon expiration of a multiple dwelling unit service contract to
sell, abandon, or remove "home run" wiring that was installed by the cable
operator in a multiple dwelling unit building. These inside wiring rules are
expected to assist building owners in their attempts to replace existing cable
operators with new programming providers who are willing to pay the building
owner a higher fee, where such a fee is permissible. Additionally, the FCC has
proposed to restrict exclusive contracts between building owners and cable
operators or other multichannel video programming distributors. The FCC has also
recently issued an order preempting state, local and private restrictions on
over-the-air reception antennas placed on rental properties in areas where a
tenant has exclusive use of the property, such as balconies or patios. However,
tenants may not install such antennas on the common areas of multiple dwelling
units, such as on roofs. This new order may limit the extent to which multiple
dwelling unit owners may enforce certain aspects of multiple dwelling unit
agreements which otherwise would prohibit, for example, placement of direct
broadcast satellite television systems television receiving antennae in multiple
dwelling unit areas, such as apartment balconies or patios, under the exclusive
occupancy of a renter.

    Pole Attachments

        The FCC currently regulates the rates and conditions imposed by certain
public utilities for use of their poles unless state public service commissions
are able to demonstrate that they adequately regulate the rates, terms and
conditions of cable television pole attachments. A number of states and the
District of Columbia have certified to the FCC that they adequately regulate the
<PAGE>

rates, terms and conditions for pole attachments. Several states in which we
operate have made such a certification. In the absence of state regulation, the
FCC administers such pole attachment and conduit use rates through use of a
formula which it has devised. Pursuant to the 1996 Act, the FCC has adopted a
new rate formula for any attaching party, including cable television systems,
which offers telecommunications services. This new formula will result in higher
attachment rates than at present, but they will apply only to cable television
systems which elect to offer telecommunications services. Any increases pursuant
to this new formula begin in 2001, and will be phased in by equal increments
over the five ensuing years. The FCC recently ruled that the provision of
internet services will not, in and of itself, trigger use of the new formula.
However, the U.S. Court of Appeals for the Eleventh Circuit held that, since
internet provision is neither a "cable service" or a "telecommunications
service," neither rate formula applies to a cable operator which offers internet
service and, therefore, public utilities are free to charge what they please.
The U.S. Supreme Court has agreed to review this decision. The FCC has also
initiated a proceeding to determine whether it should adjust certain elements of
the current rate formula. If adopted, these adjustments could increase rates for
pole attachments and conduit space.

    Other FCC Matters

        FCC regulation pursuant to the Communications Act also includes matters
regarding a cable television system's carriage of local sports programming;
restrictions on origination and cablecasting by cable television operators;
rules governing political broadcasts; equal employment opportunity; deletion of
syndicated programming; registration procedure and reporting requirements;
customer service; closed captioning; obscenity and indecency; program access and
exclusivity arrangements; and limitations on advertising contained in
nonbroadcast children's programming.

        The FCC has recently issued a Notice of Inquiry covering a wide range of
issues relating to Interactive Television ("ITV"). Examples of ITV services are
interactive electronic program guides and access to a graphic interface that
provides supplementary information related to the video display. In the near
term, cable systems are likely to be the platform of choice for the distribution
of ITV services. The FCC has posed a series of questions including the
definition of ITV, the potential for discrimination by cable systems in favor of
affiliated ITV providers, enforcement mechanisms, and the proper regulatory
classification of ITV service.

    Copyright

        Cable television systems are subject to federal copyright licensing
covering carriage of broadcast signals. In exchange for making semi-annual
payments to a federal copyright royalty pool and meeting certain other
obligations, cable television operators obtain a statutory license to retransmit
broadcast signals. The amount of this royalty payment varies, depending on the
amount of system revenues from certain sources, the number of distant signals
carried, and the location of the cable television system with respect to
over-the-air television stations. Any future adjustment to the copyright royalty
rates will be done through an arbitration process to be supervised by the U.S.
Copyright Office. Cable television operators are liable for interest on
underpaid and unpaid royalty fees, but are not entitled to collect interest on
refunds received for overpayment of copyright fees.

        Various bills have been introduced into Congress over the past several
years that would eliminate or modify the cable television compulsory license.
Without the compulsory license, cable television operators would have to
negotiate rights from the copyright owners for all of the programming on the
broadcast stations carried by cable television systems. Such negotiated
agreements would likely increase the cost to cable television operators of
carrying broadcast signals. The 1992 Cable Act's retransmission consent
provisions expressly provide that retransmission consent agreements between
television broadcast stations and cable television operators do not obviate the
need for cable operators to obtain a copyright license for the programming
carried on each broadcaster's signal.

        Copyrighted music performed in programming supplied to cable television
systems by pay cable networks, such as HBO, and basic cable networks, such as
USA Network, is licensed by the networks through private agreements with the
American Society of Composers and Publishers, generally known as ASCAP, and BMI,
Inc., the two major performing rights organizations in the United States. Both
the American Society of Composers and Publishers and BMI offer "through to the
viewer" licenses to the cable networks which cover the retransmission of the
cable networks' programming by cable television systems to their customers.

        Licenses to perform copyrighted music by cable television systems
themselves, including on local origination channels, in advertisements inserted
locally on cable television networks, and in cross-promotional announcements,
<PAGE>

must be obtained by the cable television operator from the American Society of
Composers and Publishers, BMI and/or SESAC, Inc.

    State and Local Regulation

        Cable television systems generally are operated pursuant to nonexclusive
franchises, permits or licenses granted by a municipality or other state or
local government entity. The terms and conditions of franchises vary materially
from jurisdiction to jurisdiction, and even from city to city within the same
state, historically ranging from reasonable to highly restrictive or burdensome.
Franchises generally contain provisions governing fees to be paid to the
franchising authority, length of the franchise term, renewal, sale or transfer
of the franchise, territory of the franchise, design and technical performance
of the system, use and occupancy of public streets and number and types of cable
television services provided. The terms and conditions of each franchise and the
laws and regulations under which it was granted directly affect the
profitability of the cable television system. The 1984 Cable Act places certain
limitations on a franchising authority's ability to control the operation of a
cable television system. The 1992 Cable Act prohibits exclusive franchises, and
allows franchising authorities to exercise greater control over the operation of
franchised cable television systems, especially in the area of customer service
and rate regulation. The 1992 Cable Act also allows franchising authorities to
operate their own multichannel video distribution system without having to
obtain a franchise and permits states or local franchising authorities to adopt
certain restrictions on the ownership of cable television systems. Moreover,
franchising authorities are immunized from monetary damage awards arising from
regulation of cable television systems or decisions made on franchise grants,
renewals, transfers and amendments. The 1996 Act prohibits a franchising
authority from either requiring or limiting a cable television operator's
provision of telecommunications services.

        Various proposals have been introduced at the state and local levels
with regard to the regulation of cable television systems, and a number of
states have adopted legislation subjecting cable television systems to the
jurisdiction of centralized state governmental agencies, some of which impose
regulation of a character similar to that of a public utility.

        The foregoing describes all material present and proposed federal, state
and local regulations and legislation relating to the cable television industry.
Other existing federal regulations, copyright licensing and, in many
jurisdictions, state and local franchise requirements, currently are the subject
of a variety of judicial proceedings, legislative hearings and administrative
and legislative proposals which could change, in varying degrees, the manner in
which cable television systems operate. Neither the outcome of these proceedings
nor their impact upon the cable television industry or us can be predicted at
this time.

    Internet Access Service

        The Company offers a service which enables consumers to access the
internet at high speeds via high capacity broadband transmission facilities and
cable modems. The Company competes with many other providers of internet access
services which are known as internet service providers. Internet service
providers include such companies as America Online and Mindspring Enterprises as
well as major telecommunications providers, including AT&T and local exchange
telephone companies. Recently, several internet service providers asked the FCC
as well as local authorities to require cable companies offering internet access
services over their broadband facilities to allow access to those facilities on
an unbundled basis to other internet service providers. In a recent report on
the deployment of advanced telecommunications capability under Section 706 of
the 1996 Act, the FCC declined to convene a proceeding to consider whether to
impose such an access requirement on cable companies. However, the FCC indicated
that it would continue to monitor the issue of broadband deployment. Also, the
FCC denied requests by certain internet service providers that it condition its
approval of the merger of AT&T and TCI, now known as AT&T Broadband, LLC, on a
requirement that those companies allow access by internet service providers to
their broadband facilities. Several local jurisdictions also are reviewing this
issue. Last year, the U.S. Court of Appeals for the Ninth Circuit overturned a
requirement, imposed by a local franchising authority in the context of a
franchise transfer, that the cable operator, if it chooses to provide internet
service, must provide open access to its system for other ISPs on the ground
that internet access is not a cable service and thus is not subject to local
franchising authority regulation. U.S. District Courts in Virginia and Florida
have also held that a local franchising authority cannot impose an open access
requirement. An appeal from the Virginia ruling is pending before the Fourth
Circuit.

        There are currently few laws or regulations which specifically regulate
communications or commerce over the internet. Section 230 of the Communications
Act, added to that act by the 1996 Act, declares it to be the policy of the
United States to promote the continued development of the internet and other
interactive computer services and interactive media, and to preserve the vibrant
and competitive free market that presently exists for the internet and other
interactive computer services, unfettered by federal or state regulation. One
<PAGE>

area in which Congress did attempt to regulate content over the internet
involved the dissemination of obscene or indecent materials. The provisions of
the 1996 Act generally referred to as the Communications Decency Act were found
to be unconstitutional by the United States Supreme Court in 1997.

    Local Telecommunications Services

        The 1996 Act provides that no state or local laws or regulations may
prohibit or have the effect of prohibiting any entity from providing any
interstate or intrastate telecommunications service. States are authorized,
however, to impose "competitively neutral" requirements regarding universal
service, public service, public safety and welfare, service quality and consumer
protection. State and local governments also retain their authority to manage
the public rights-of-way and may require reasonable, competitively neutral
compensation for management of the public rights-of-way when cable operators
provide telecommunications service.

        The Company may in the future allow its cable infrastructure to be used
for the provision of local telecommunications services to residential and
business consumers. Local telecommunications service is subject to regulation by
state utility commissions. Use of local telecommunications facilities to
originate and terminate long distance services, a service commonly referred to
as "exchange access," is subject to regulation both by the FCC and by state
utility commissions. As a provider of local exchange service, we would be
subject to the requirements imposed upon local exchange carriers by the 1996
Act. These include requirements governing resale, telephone number portability,
dialing parity, access to rights-of-way and reciprocal compensation. Our ability
to successfully offer local telecommunications service will be dependent, in
part, on the opening of local telephone networks by incumbent local telephone
companies as required of them by the 1996 Act. In January 1999, the United
States Supreme Court reversed and vacated in part an earlier decision of a
federal court of appeals striking down portions of the FCC's 1996 rules
governing local telecommunications competition. The Supreme Court held that the
FCC has authority under the Communications Act to establish rules to govern the
pricing of facilities and services provided by incumbent local exchange carriers
("ILECS") to open their local networks to competition. However, in July 2000,
the U.S. Court of Appeals for the Eighth Circuit vacated several FCC rules
concerning interconnection and pricing of ILEC network elements, including a
rule that mandates that ILECs set prices for unbundled network elements at the
lowest cost network configuration, and another rule that would have required the
ILECs to bundle combinations of network elements at the competing carrier's
request. The U.S. Supreme Court decided to review this decision (consolidated
with four other lower court challenges to the FCC's interconnection rules) in
its next session, which commences in October 2001. How these questions are
resolved will impact our ability to provide local telecommunications service in
competition with incumbent local exchange telephone companies.

ITEM 2.   PROPERTIES

        The Company's principal physical assets consist of cable television
operating plant and equipment, including signal receiving, encoding and decoding
devices, headends and distribution systems and subscriber house drop equipment
for each of its cable television systems. The signal receiving apparatus
typically includes a tower, antenna, ancillary electronic equipment and earth
stations for reception of satellite signals. Headends, consisting of associated
electronic equipment necessary for the reception, amplification and modulation
of signals, are located near the receiving devices. The Company's distribution
system consists primarily of coaxial and fiber optic cables and related
electronic equipment. Subscriber devices consist of decoding converters. The
physical components of cable television systems require maintenance and periodic
upgrading to keep pace with technological advances.

        The Company's cables and related equipment are generally attached to
utility poles under pole rental agreements with local public utilities, although
in some areas the distribution cable is buried in underground ducts or trenches.
See "Legislation and Regulation-FCC Regulation."

        The Company owns or leases parcels of real property for signal reception
sites (antenna towers and headends), microwave facilities and business offices
in each of its market areas, and owns most of its service vehicles.

        Substantially all of the assets of Arahova's subsidiaries are subject to
encumbrances as collateral in connection with the Company's credit arrangements,
either directly with a security interest or indirectly through a pledge of the
stock in the respective subsidiaries. See Note 3 to the Arahova consolidated
financial statements. The Company believes that its properties, both owned and
leased, are in good operating condition and are suitable and adequate for the
Company's business operations.
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

        On or about March 24, 2000, ML Media Partners, L.P. ("ML Media")
commenced an action by filing a Verified Complaint (the "Complaint") in the
Supreme Court of the State of New York, New York County, against Arahova
Communications, Inc. ("Arahova"), Century Communications Corp., a Texas
subsidiary of Arahova ("Century"), and Adelphia. In the nine count Complaint, ML
Media alleges that it entered into a joint venture agreement (the "Agreement")
with Century which, as subsequently modified, governed the ownership, operation
and disposition of cable television systems in Puerto Rico (the "Joint
Venture"). The Complaint alleges that Adelphia and its affiliates took over
Century's interest in the Joint Venture on or around October 1, 1999, and have,
according to the Complaint, breached their fiduciary obligations to the Joint
Venture and violated certain provisions of the Agreement. The Complaint further
alleges that ML Media gave Century notice that ML Media was exercising its
rights under the Agreement to require that Century elect to (A) purchase ML
Media's interest in the Joint Venture at an appraised fair value, or (B) seek to
sell the cable systems to one or more third parties. Century, according to the
Complaint, elected to pursue the sale of the cable systems and indicated that it
was evaluating whether it or an affiliate thereof would make an offer for the
cable systems. The Complaint alleges that Century or its affiliates' potential
participation in the sale process is improper. The Complaint asks for, among
other things, the dissolution of the Joint Venture and the appointment of a
receiver to effect a prompt sale of the Joint Venture. The parties completed
discovery in the action and each filed motions for partial summary judgment. On
July 10, 2000, Justice Gammerman granted ML Media's motion for partial summary
judgment on the fourth cause of action and declared that neither Century nor any
of its affiliates may bid on or attempt to purchase the assets and business of
the Joint Venture. Justice Gammerman also dismissed the fourth count of the
counterclaim and required Century to proceed diligently with ML Media in
locating one or more third parties to complete the sale and prohibited any
defendant from interfering with the sale. On July 26, 2000, the Justice also
ordered that the sale may be a sale of either the assets of the Joint Venture or
the partnership interests in the Joint Venture. The Justice did not address
other issues concerning the motion for summary judgment and did not schedule a
full hearing on the merits. On August 7, 2000, Adelphia and the other defendants
filed a notice of appeal with respect to the above described orders and judgment
of the Court. On January 23, 2001, the Appellate Division affirmed the decision
of Justice Gammerman. On February 26, 2001, the defendants filed with the
Appellate Division a Motion for Leave to Appeal to the Court of Appeals and
supporting Affirmation. The management of Adelphia and Arahova intend to
vigorously defend this action. Management believes that this matter will not
have a material adverse effect on the financial statements of the Company.

        Arahova has been sued in a class-action case, Galley vs. American
Telephone & Telegraph Corp. et al., where the plaintiffs allege, that by
requiring customers to purchase the @Home service, rather than offering the
option of access alone, Arahova and the other defendant MSO's are illegally
"tying" internet content to internet access, thereby violating both the federal
antitrust laws and California unfair trade practice statutes. The plaintiffs
also allege that the defendants have entered into an illegal conspiracy to
require all MSO's providing, or desiring to provide, the @Home service to enter
into contracts precluding them from offering any competing internet service. The
plaintiffs have recently filed an amended complaint alleging that the violations
are national in scope (rather than merely local). Arahova is vigorously
defending this case. Due to the preliminary nature of the litigation, the
outcome cannot be predicted.

        Adelphia and certain subsidiaries, including Arahova, are defendants in
several putative subscriber class action suits in state courts in Pennsylvania
and Mississippi initiated during 1999. The suits all challenge the propriety of
late fees charged by the subsidiaries to customers who fail to pay for services
in a timely manner. The suits seek injunctive relief and various formulations of
damages under various claimed causes of action under various bodies of state
law. These actions are in various stages of defense and are being defended
vigorously. The outcome of these matters cannot be predicted at this time. In
May 2000, Adelphia settled similar litigation in the state courts of Vermont.
The settlement of this matter did not have a material adverse effect on the
financial statements of Adelphia.

        There is no other material pending legal proceeding, other than routine
litigation incidental to the business, to which the Company is a part of or
which any of its property is subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Not applicable.
<PAGE>

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Not Applicable.

ITEM 6.  SELECTED FINANCIAL DATA
                (Dollars in thousands, except per share amounts)

        As described in Part I, the acquisition of the Company by Adelphia
occurred on October 1, 1999. Accordingly, the following tables present selected
consolidated financial data derived from the Company's consolidated financial
statements as of and for the three months ended December 31, 1999 and the year
ended December 31, 2000 (referred to herein as "New Arahova"). Also included are
selected consolidated financial data derived from the Company's consolidated
financial statements as of and for the years ended May 31, 1997, 1998, and 1999,
and the four months ended September 30, 1999 (all referred to herein as "Old
Arahova"). All of the selected consolidated financial data has been derived from
the Company's audited financial statements, except for the unaudited twelve
months ended December 31, 1999.

        The selected consolidated financial data for the twelve months ended
December 31, 1999 have been derived from unaudited condensed consolidated
financial statements of the Company not included herein; however, in the opinion
of management, such data reflect all adjustments (consisting only of normal and
recurring adjustments) necessary to fairly present the data for such period.
This data should be read in conjunction with the consolidated financial
statements and related notes thereto and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere in this
Annual Report on Form 10-K.
<PAGE>
<TABLE>
<CAPTION>
                                                          Old Arahova                                            New Arahova
                                        -----------------------------------------------                  --------------------------
                                                                          Four Months    Twelve Months   Three Months
                                                                             Ended           Ended         Ended       Year Ended
                                               Year Ended May 31,         September 30,   December 31,   December 31,  December 31,
                                        ---------------------------------
Statement of Operations Data:               1997       1998       1999        1999            1999*          1999          2000
                                        ----------- ---------- ---------- -------------  --------------  ------------ -------------
                                                                                          (unaudited)
<S>                                     <C>         <C>        <C>        <C>            <C>             <C>          <C>
Revenues                                $  570,357  $ 608,341  $ 651,142  $    231,230   $     701,020   $   194,335  $  1,103,830
Direct operating and programming
  expense                                  223,380    226,862    254,977        92,455         264,475        60,937       374,816
Selling, general and administrative
  expense                                  103,467    131,169    124,652        47,610         130,438        33,373       197,214
Depreciation and amortization
  expense                                  159,547    154,029    158,153        59,665         177,871        58,170       333,994
Stock compensation                               -          -          -        26,232          26,232             -             -
Merger and integration costs                     -          -      7,922       174,153         186,242         4,167             -
                                        ----------- ---------- ---------- -------------  --------------  ------------ -------------
Operating income (loss)                     83,963     96,281    105,438      (168,885)        (84,238)       37,688       197,806
Interest expense - net                    (153,850)  (164,421)  (171,125)      (53,929)       (164,785)      (43,055)     (290,438)
Minority interests in income of
  subsidiaries                              (7,170)   (11,899)   (11,597)       (4,911)        (19,933)      (10,169)       (1,560)
Other-than-temporary impairment of
  marketable equity securities                   -          -          -             -               -             -       (94,179)
Other                                         (171)     1,533      5,725           337             828             -        (1,362)
                                        ----------- ---------- ---------- -------------  --------------  ------------ -------------
Loss before income taxes,
  discontinued operations and
  extraordinary item                       (77,228)   (78,506)   (71,559)     (227,388)       (268,128)      (15,536)     (189,733)
Income tax benefit (expense)                23,363        624     13,453        (5,837)         18,077         3,365        44,854
                                        ----------- ---------- ---------- -------------  --------------  ------------ -------------
Loss before discontinued operations
  and extraordinary item                   (53,865)   (77,882)   (58,106)     (233,225)       (250,051)      (12,171)     (144,879)
Loss from discontinued operations          (80,428)   (43,089)         -             -               -             -             -
Gain on sale of discontinued operations
  (less income taxes of $25,739)                 -          -    314,290             -         314,290             -             -
Extraordinary loss on early retirement
  of debt, net of income tax benefit
  of $5,379                                 (7,582)         -          -             -               -             -             -
                                        ----------- ---------- ---------- -------------  --------------  ------------ -------------
Net (loss) income                         (141,875)  (120,971)   256,184      (233,225)         64,239       (12,171)     (144,879)
Dividend requirements applicable
  to preferred stock                        (4,850)    (5,225)         -             -               -             -             -
                                        ----------- ---------- ---------- -------------  --------------  ------------ -------------
Net (loss) income applicable to
  common stockholders                   $ (146,725) $(126,196) $ 256,184  $   (233,225)  $      64,239   $   (12,171) $   (144,879)
                                        =========== ========== ========== =============  ==============  ============ =============

Net (loss) income per common share:
  (basic and diluted)
Loss from continuing operations
  before extraordinary item             $    (0.78) $   (1.11) $   (0.77) $      (3.07)
Loss from discontinued operations            (1.08)     (0.58)         -             -
Gain on sale of discontinued operations          -          -       4.18             -
Extraordinary loss on early
  retirement of debt                         (0.10)         -          -             -
                                        ----------- ---------- ---------- -------------
Net (loss) income per comon share       $    (1.96) $   (1.69) $    3.41  $      (3.07)
                                        =========== ========== ========== =============

<FN>
 *Consists of Old Arahova for the nine months ended September 30, 1999 and New Arahova for the three months ended December 31, 1999.
  The combination of Old Arahova and New Arahova accounting periods is not in accordance with accounting principles generally
  accepted in the United States of America; however management of the Company believes this presentation provides a meaningful
  comparison to the year ended December 31, 2000 with the exception of gain on sale of discontinued operations and depreciation and
  amortization expense, due to the application of purchase accounting related to Adelphia's acquisition of Arahova.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                        Old Arahova                            New Arahova
                                                          May 31,                              December 31,
                                        --------------------------------------------  -----------------------------
                                            1997           1998           1999            1999           2000
                                        -------------- ------------- ---------------  -------------- --------------
        Balance Sheet Data:
<S>                                     <C>            <C>           <C>              <C>            <C>
             Total assets               $  2,154,231   $  1,515,182  $   1,803,599    $  7,821,257   $ 11,491,703
             Total debt                    2,201,992      2,029,102      2,042,690       2,414,435      4,313,825
             Cash and cash equivalents       151,947        285,498        626,155         128,028         91,556
             Investments                      45,118         52,451         74,899         122,400        115,883
</TABLE>
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS
         (Dollars in thousands)

See Safe Harbor Statement following the table of contents, which section is
incorporated by reference herein.

    Introduction

        On October 1, 1999, Adelphia Communications Corporation ("Adelphia") and
Century Communications Corp. ("Century") consummated a merger (the "Merger")
whereby Century was merged with and into Adelphia Acquisition Subsidiary, Inc.
("Merger Sub"), a wholly owned subsidiary of Adelphia, pursuant to an Agreement
and Plan of Merger (the "Merger Agreement"), dated as of March 5, 1999, as
amended as of July 12, 1999 and July 29, 1999, by and among Adelphia, Century
and Merger Sub. As a result of the Merger, Century has become a wholly owned
subsidiary of Adelphia. Merger Sub is sometimes referred to herein as the
"Successor Corporation." The name of the Successor Corporation was changed to
Arahova Communications, Inc. ("Arahova") on October 1, 1999. As used herein, the
"Company" refers to the predecessor corporation as well as Arahova, as the
successor to the predecessor corporation. Adelphia is a leader in the
telecommunications industry with cable television and local telephone
operations.

        The Company had additional acquisitions during the year ended December
31, 2000, which are disclosed in Note 1 to the Arahova consolidated financial
statements, that are included in Arahova's results of operations effective from
the dates acquired. In addition, during the year ended December 31, 2000, the
Company entered into several financing transactions, the proceeds of which were
partially used to fund one or more of the acquisitions or for other general
corporate purposes.

        Selected financial and other data and consolidated financial statements
presented for periods prior to October 1, 1999 are referred to herein as "Old
Arahova". Selected financial and other data and consolidated financial
statements presented for periods subsequent to October 1, 1999 are referred to
herein as "New Arahova". As a result of the application of purchase accounting
resulting from Adelphia's October 1, 1999 acquisition of Arahova, the assets and
liabilities of New Arahova have been recorded at their fair values on October 1,
1999.

Results of Operations

General

        On May 25, 2000, the Board of Directors of Arahova changed Arahova's
fiscal year from May 31 to December 31. The decision was made to conform to
general industry practice and for administrative purposes. The change became
effective for the seven months ended December 31, 1999.

        Arahova earned substantially all of its revenues in the years ended
December 31, 1999 and 2000 from monthly subscriber fees for basic, satellite,
digital, premium and ancillary services (such as installations and equipment
rentals), local and national advertising sales, pay-per-view programming and
high speed data services.

        The changes in Arahova's results of operations for the years ended
December 31, 1999 and 2000, compared to the respective prior periods, were
primarily the result of acquisitions, expanding existing cable television
operations and the impact of increased advertising sales and other service
offerings as well as increases in cable rates.

        The high level of depreciation and amortization associated with the
significant number of acquisitions in recent years and the continued upgrade and
expansion of systems, will continue to have a negative impact on the reported
results of operations. Arahova expects to report net losses for the next several
years.

        For purposes of the following table and discussion, the operating
results for the nine months ended September 30, 1999 of Old Arahova have been
combined with the operating results for the three months ended December 31, 1999
of New Arahova in order to provide a more meaningful basis for comparing the
twelve months ended December 31, 1999 and 2000. The combined results of Old
Arahova and New Arahova will be referred to as "Adjusted Arahova" in the table
below and discussion that follows. The following table sets forth the historical
percentage relationship of revenues to operating income. Depreciation,
amortization and certain other line items included in the operating results of
Adjusted Arahova are not necessarily comparable between periods as the three
<PAGE>

month New Arahova period ended December 31, 1999 includes the effects of the
purchase accounting adjustments related to Adelphia's acquisition of Arahova.
The combining of Old Arahova and New Arahova accounting periods is not in
accordance with accounting principles generally accepted in the United States of
America. See Note 1 to the accompanying consolidated financial statements.

<TABLE>
<CAPTION>
                                                                                     Adjusted             New
                                                 Old Arahova                          Arahova           Arahova
                                          ---------------------------             -----------------  --------------
                                               Year Ended May 31,                      Year Ended December 31,
                                              1998          1999                        1999              2000
                                          ------------  -------------             -----------------  --------------
<S>                                          <C>           <C>                         <C>               <C>
Revenues.                                    100.0%        100.0%                      100.0%            100.0%

Operating Expenses:
     Direct operating and programming         37.3%         39.2%                       37.7%             34.0%
     Selling, general and                     21.6%         19.1%                       18.6%             17.9%
administrative
     Depreciation and amortization            25.3%         24.3%                       25.4%             30.3%
     Stock compensation                         -             -                          3.7%               -

     Merger and integration costs               -            1.2%                       26.6%               -
                                          ------------  -------------             -----------------  --------------
Operating income (loss)                       15.8%         16.2%                      (12.0)%            17.8%
                                          ============  =============             =================  ==============

<FN>
Comparison of the Twelve Months Ended December 31, 1999 (Adjusted Arahova) and the Year Ended December 31, 2000 (New Arahova)
</FN>
</TABLE>

Revenues

        Revenues increased approximately 57.5% for the year ended December 31,
2000 compared with the same period of the prior year. The increase is
attributable to the contribution of cable systems by Adelphia, acquisitions and
new services. Advertising revenues and revenues derived from other strategic
service offerings such as paging, high speed data services and long distance
services also had a positive impact on revenues for the year ended December 31,
2000.

Direct Operating and Programming Expenses

        Direct operating and programming expenses, which are mainly basic and
premium programming costs and technical expenses, increased 41.7% for the year
ended December 31, 2000, compared with the same period of the prior year. The
increase was due primarily to incremental costs associated with increased
subscribers due to the contribution of cable systems by Adelphia and
acquisitions partially offset by lower programming rates and other technical
expenses.

Selling, General and Administrative Expenses

        These expenses, which are mainly comprised of costs related to system
offices, customer service representatives, and sales and administrative
employees, increased 51.2% for the year ended December 31, 2000, compared with
the same period of the prior year. The increase was primarily due to incremental
costs associated with increased subscribers due to the contribution of cable
systems by Adelphia, acquisitions, and the roll-out of new services.

Depreciation and Amortization

        Depreciation and amortization increased 87.8% for the year ended
December 31, 2000, compared with the same period of the prior year. The increase
is primarily due to increased depreciation and amortization related to purchase
accounting resulting from the merger with Adelphia, the contribution of cable
systems by Adelphia, acquisitions and increased capital expenditures.
<PAGE>

Stock Compensation

     In September 1999, certain employees of Old Arahova exercised options in a
manner that caused Old Arahova to recognize compenstion expense for all options
outstanding under the option plans, which resulted in stock compensation expense
of $26,232.

 Merger and Integration Costs

        These expenses, which are comprised of compensation, legal and
consulting costs, were incurred in conjunction with the merger with Adelphia,
which was completed on October 1, 1999.

Interest Expense - net

        Interest expense - net increased approximately 76.3% for the year ended
December 31, 2000, compared with the same period of the prior year. The increase
is primarily due to the effects of the contribution of cable systems by
Adelphia, incremental debt related to acquisitions, the amortization of debt
discount recorded as a result of the Merger and an increase in the average debt
outstanding.

Other-Than-Temporary Impairment of Marketable Equity Securities

         During 2000 the Company recognized losses of $94,179 which resulted
from the write down of certain marketable equity securities classified as
available-for-sale, which experienced a decline in value that was deemed
other-than-temporary. There were no other-than-temporary declines in marketable
equity securities during 1999.

Comparison of the Years Ended May 31, 1998 and 1999

Old Arahova Revenues

        Revenues increased approximately 7.0% for the year ended May 31, 1999
compared with the prior year. The increase is primarily attributable to
subscriber rate increases and acquisitions.

Old Arahova Direct Operating and Programming Expenses

        Direct operating and programming expenses, which are mainly basic and
premium programming costs and technical expenses, increased 12.4% for the year
ended May 31, 1999 compared with the prior year. The increase was due primarily
to increased programming costs, incremental costs associated with increased
subscribers and new services.

Old Arahova Selling, General and Administrative Expenses

        These expenses, which are mainly comprised of costs related to system
offices, customer service representatives and sales and administrative
employees, decreased 5.0% for the year ended May 31, 1999 compared with prior
year due to marketing subsidies received from third parties.

Old Arahova Depreciation and Amortization

        Depreciation and amortization increased 2.7% for the year ended May 31,
1999 compared with the prior year. The increase was due primarily to increased
capital expenditures made during the past several years.

Old Arahova Interest Expense - net

        Interest expense - net increased 4.1% for the year ended May 31, 1999,
compared with the prior year, principally as a result of increased average
borrowings and higher interest rates. For the year ended May 31, 1999, the
average debt outstanding was approximately $2,034,000 or $163,000 above the
average outstanding debt balance of $1,871,000 during the year ended May 31,
1998. This increase was partially offset by an increase in interest income due
to increased cash balances resulting from the sale of discontinued operations.
<PAGE>

Liquidity and Capital Resources

        The cable television business is capital intensive and typically
requires continual financing for the construction, modernization, maintenance,
expansion and acquisition of cable and other telecommunication systems. The
Company has made a substantial commitment to the technological development of
its systems and is aggressively investing in the upgrade of the technical
capabilities of its cable plant in a cost efficient manner. The Company's
internally-generated cash, along with third party financings, have enabled it to
fund its working capital requirements, capital expenditures for property, plant
and equipment, acquisitions, investments and debt service. The Company has
funded the principal obligations on its long-term borrowings by refinancing the
principal with the issuance of new loans and debt securities in the public
market and through private institutions as well as internally generated cash
flow and the sale of certain business segments. The debt instruments to which
the Company and its subsidiaries are a party impose restrictions on the
incurrence of additional indebtedness.

        For information regarding significant events and financings subsequent
to December 31, 2000, see Note 11 to Arahova's consolidated financial
statements.

Capital Expenditures

        Capital expenditures for the years ended May 31, 1998 and 1999 (Old
Arahova), the twelve months ended December 31, 1999 (Adjusted Arahova) and the
year ended December 31, 2000 were approximately $113,000, $122,000, 164,000 and
$506,000, respectively. The increases were primarily due to acquisitions, cable
plant rebuilds and upgrades to expand services. The Company expects that capital
expenditures for the year ending December 31, 2001 will be in a range of
approximately $600,000 to $700,000.

Financing Activities

        The Company's ability to generate cash adequate to meet its future needs
will depend generally on its results of operations and the continued
availability of financing from Adelphia and external sources. During the years
ended May 31, 1998 and 1999, the twelve months ended December 31, 1999 (Adjusted
Arahova) and the year ended December 31, 2000, the Company generally funded its
acquisitions, working capital requirements, and capital expenditures through
issuance of public debt securities and internally generated funds. The Company
generally has funded the principal and interest obligations on its long-term
borrowings by refinancing the principal with the issuance of debt securities in
the public market and through private institutions and the sale of certain
business segments. Interest primarily has been paid out of internally generated
cash flow. The debt instruments to which the Company and its subsidiaries are a
party impose certain restrictions on levels of additional indebtedness.

        Most of Arahova's wholly or majority-owned subsidiaries have their own
senior credit agreements with banks. Typically, borrowings under these
agreements are collateralized by the stock of the borrowing subsidiary and its
subsidiaries and are guaranteed by such subsidiary's subsidiaries. At December
31, 2000, an aggregate of $2,530,122 in borrowings was outstanding under these
agreements. These agreements contain certain provisions which, among other
things, provide for limitations on borrowings of and investments by the
borrowing subsidiaries, transactions between the borrowing subsidiaries and
Arahova and its other subsidiaries and affiliates, and the payment of dividends
and fees by the borrowing subsidiaries. These agreements also require the
maintenance of certain financial ratios by the borrowing subsidiaries. See Note
3 to Arahova's consolidated financial statements. Management believes the
Company is in compliance with the financial covenants and related financial
ratio requirements contained in its various credit agreements.

        On January 3, 2001, Arahova and certain subsidiaries of Adelphia closed
on a short term secured revolving credit facility. Additionally, in January 2001
Adelphia closed on offerings of Class A common stock and 6% convertible
subordinated notes due 2006. Proceeds from these offerings were used to repay
subsidiary bank debt of Adelphia subsidiaries, including certain Arahova
subsidiaries.

        At December 31, 2000, after giving effect to the short term secured
revolving credit facility and Adelphia's January 2001 Class A common stock and
6% convertible subordinated note offerings, Arahova's subsidiaries had an
aggregate of $2,066,463 in cash and cash equivalents and unused credit lines
with banks of which $420,000 is also available to other Adelphia entities, part
of which is subject to achieving certain levels of operating performance. At
December 31, 2000, a portion of the Company's unused credit lines were provided
by reducing revolving credit facilities whose revolver periods expire through
December 31, 2009.
<PAGE>

        At December 31, 2000, the Company's total outstanding debt aggregated
$4,313,825, which included $1,753,377 of parent debt and $2,560,448 of
subsidiary debt. Bank debt interest rates are based upon one or more of the
following rates at the option of Arahova: bank defined alternate base rate plus
0% to 1.0%; or London Interbank Offering Rate ("LIBOR") plus .75% to 2.0%. The
Company's weighted average interest rate on notes payable to banks and
institutions was approximately 7.72% at December 31, 2000. Approximately 41.7%
of the Company's total indebtedness was at fixed interest rates as of December
31, 2000 after giving effect to the applicable interest rate swap agreement, as
described below.

        Arahova enters into receive-fixed swap agreements to effectively convert
a portion of its fixed-rate debt to variable-rate debt, which is indexed to
LIBOR. Arahova is exposed to market risk in the event of non-performance by the
banks. The Company does not expect any such non-performance. At December 31,
2000, Arahova would have received approximately $162 to settle its interest rate
swap agreement representing the excess of fair value over carrying value of this
agreement.

Financing Transactions

        On April 14, 2000, Adelphia closed on a $2,250,000 credit facility
through certain subsidiaries and affiliates of Adelphia and Arahova. The credit
facility consists of a $1,500,000 8 3/4 year reducing revolving credit loan and
a $750,000 9 year term loan. In connection with the closing of this credit
facility, Adelphia contributed cable systems serving approximately 460,000
subscribers to Arahova.

        On September 28, 2000, Adelphia closed on a $500,000 9 1/4 year term
loan through certain subsidiaries and affiliates of Adelphia and Arahova. The
new term loan is an additional tranche of the credit facility that closed on
April 14, 2000. This brings the total amount of that credit facility to
$2,750,000.

         For additional information regarding Arahova's financing and
acquisition transactions see Notes 1, 3 and 11 to Arahova's consolidated
financial statements.

Acquisitions

        On December 7, 1999, Arahova acquired cable systems that served
approximately 19,000 basic subscribers at the date of acquisition in Moreno
Valley and Riverside County, California and were purchased for an aggregate
price of approximately $32,000. The acquisition was accounted for under the
purchase method of accounting. Accordingly, the financial results of the
acquired systems are included in the consolidated results of Arahova effective
from the date acquired.

        On December 7, 1999, subsidiaries of Arahova consummated a transaction
with AT&T to form a joint venture limited partnership in the Los Angeles, CA
area. Pursuant to this agreement, Adelphia, Arahova and AT&T contributed cable
systems that served approximately 800,000 basic subscribers. On December 15,
1999, Adelphia's interest in the joint venture was contributed to Arahova.
Arahova holds an interest of 75% and AT&T holds an interest of 25% in the
partnership. The cable systems contributed by Arahova and Adelphia have been
recorded at historical cost. The acquisition of the cable systems contributed by
AT&T has been accounted for under the purchase method of accounting. The
financial results of the cable systems contributed by AT&T are included in the
consolidated results of operations of Arahova effective from the date acquired.
As part of this transaction, Arahova and AT&T exchanged cable systems owned by
Arahova in certain communities in northern California for certain cable systems
owned by AT&T in southern California, allowing each of them to unify operations
in existing service areas. AT&T exchanged its East San Fernando Valley cable
system serving approximately 103,500 basic subscribers for Arahova's northern
California cable systems (San Pablo, Benicia, Fairfield and Rohnert Park,
California), which serve approximately 96,500 basic subscribers. No gain or loss
resulted from this system swap due to the Company's application of purchase
accounting in connection with the Adelphia merger.

        On April 14, 2000, Adelphia closed on a $2,250,000 credit facility
through certain subsidiaries and affiliates. The credit facility consists of a
$1,500,000 8 3/4 year reducing revolving credit loan and a $750,000 9 year term
loan. In connection with the closing of this credit facility, Adelphia
contributed cable systems serving approximately 460,000 subscribers to Arahova.

        In July 2000, Adelphia closed its acquisition under which Prestige
Communications of NC, Inc. sold its cable systems in Virginia, North Carolina
<PAGE>

and Maryland to a subsidiary of Arahova for approximately $700,000. These
systems serve approximately 118,250 basic subscribers.

        In November 2000, Adelphia and Arahova acquired cable systems in the
Cleveland, Ohio area from Cablevision Systems Corp. These systems served
approximately 310,000 subscribers at the date of acquisition. In connection with
the acquisition, Adelphia issued 10,800,000 shares of its Class A common stock
and Arahova paid cash of approximately $990,000. Simultaneous with the
acquisition, Adelphia contributed the systems purchased with its common stock to
Arahova.

Resources

        The Company plans to continue to explore and consider new commitments,
arrangements or transactions to refinance existing debt, increase the Company's
liquidity or decrease the Company's leverage. These could include, among other
things, the future issuance by the Company, or its subsidiaries, of public or
private equity or debt and the negotiation of new or amended credit facilities.
These could also include entering into acquisitions, joint ventures or other
investment or financing activities, although no assurance can be given that any
such transactions will be consummated. The Company's ability to borrow under
current credit facilities and to enter into refinancings and new financings is
limited by covenants contained in its indentures and its subsidiaries' credit
agreements, including covenants under which the ability to incur indebtedness is
in part a function of applicable ratios of total debt to cash flow.

        The Company believes that cash and cash equivalents, internally
generated funds, borrowings under existing credit facilities, and future
financing sources including Adelphia will be sufficient to meet its short-term
and long-term liquidity and capital requirements. Although in the past the
Company has been able to refinance its indebtedness or obtain new financing,
there can be no assurance that the Company will be able to do so in the future
or that the terms of such financings would be favorable.

        Management believes that the telecommunications industry, including the
cable television and telephone industries, continues to be in a period of
consolidation characterized by mergers, joint ventures, acquisitions, sales of
all or part of cable companies or their assets, and other partnering and
investment transactions of various structures and sizes involving cable or other
telecommunications companies. The Company continues to evaluate new
opportunities that allow for the expansion of its business through the
acquisition of additional cable television systems in geographic proximity to
its existing regional markets or in locations that can serve as a basis for new
market areas. The Company, like other telecommunications companies, has
participated from time to time and is participating in preliminary discussions
with third parties regarding a variety of potential transactions, and the
Company has considered and expects to continue to consider and explore potential
transactions of various types with other cable and telecommunications companies.
However, no assurances can be given as to whether any such transaction may be
consummated or, if so, when.

Recent Accounting Pronouncements

        Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended by
SFAS 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133", and by SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,"
is effective for the Company as of January 1, 2001. SFAS No. 133, as amended,
establishes accounting and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured at its fair value with changes in fair value reflected in the statement
of operations or other comprehensive income. In conjunction with preparing for
the implementation of this standard, the Company has determined that its
derivative instruments are primarily in the form of interest rate protection
instruments such as interest rate swaps, and common stock purchase warrants. The
adoption of this statement and any transition adjustment will not have a
significant effect on the Company's consolidated results of operations or
financial position.

Inflation

        In the fiscal year ended May 31, 1999, the twelve months ended December
31, 1999 and the year ended December 31, 2000, inflation did not have a
significant effect on the Company. Periods of high inflation could have an
adverse effect to the extent that increased borrowing costs for floating-rate
debt may not be offset by increases in subscriber rates. At December 31, 2000,
<PAGE>

after giving effect to interest rate protection agreements, approximately
$2,546,578 of the Company's total debt was subject to floating interest rates.

Regulatory and Competitive Matters

        The cable television operations of the Company may be adversely affected
by changes and developments in governmental regulation, competitive forces and
technology. The cable television industry and the Company are subject to
extensive regulation at the federal, state and local levels. The 1992 Cable Act
significantly expanded the scope of regulation of certain subscriber rates and a
number of other matters in the cable industry, such as mandatory carriage of
local broadcast stations and retransmission consent, and increased the
administrative costs of complying with such regulations. The FCC has adopted
rate regulations that establish, on a system-by-system basis, maximum allowable
rates for (i) basic programming services based upon a benchmark methodology, and
(ii) associated equipment and installation services based upon cost plus a
reasonable profit. Under the FCC rules, franchising authorities are authorized
to regulate rates for basic services and associated equipment and installation
services. The 1996 Act ended FCC regulation of cable programming service tier
rates on March 31, 1999.

        Rates for basic services are set pursuant to a benchmark formula.
Alternatively, a cable operator may elect to use a cost-of-service methodology
to show that rates for basic services are reasonable. Refunds with interest will
be required to be paid by cable operators who are required to reduce regulated
rates. The FCC has reserved the right to reduce or increase the benchmarks it
has established. The rate regulations also limit increases in regulated rates to
an inflation indexed amount plus increases in certain costs such as taxes,
franchise fees, costs associated with specific franchise requirements and
increased programming costs. Cost-based adjustments to these capped rates can
also be made in the event a cable operator adds or deletes channels or completes
a significant system rebuild or upgrade. Because of the limitation on rate
increases for regulated services, future revenue growth from cable services will
rely to a much greater extent than has been true in the past on increased
revenues from unregulated services and new subscribers than from increases in
previously unregulated rates.

        The FCC has adopted regulations implementing all of the requirements of
the 1992 Cable Act. The FCC is also likely to continue to modify, clarify or
refine the rate regulations. Arahova cannot predict the effect of future
rulemaking proceedings or changes to the rate regulations.

        Cable television companies operate under franchises granted by local
authorities, which are subject to renewal and renegotiation from time to time.
Because such franchises are generally non-exclusive, there is a potential for
competition with the systems from other operators of cable television systems,
including public systems operated by municipal franchising authorities
themselves, and from other distribution systems capable of delivering television
programming to homes. The 1992 Cable Act and the 1996 Act contain provisions
which encourage competition from such other sources. The Company cannot predict
the extent to which competition will materialize from other cable television
operators, local telephone companies, other distribution systems for delivering
television programming to the home, or other potential competitors, or, if such
competition materializes, the extent of its effect on the Company.

        The Company believes that the provision of video programming by
telephone companies in competition with the Company's existing operations could
have an adverse effect on the Company's financial condition and results of
operations. At this time, the impact of any such effect is not known or
estimable.

        The Company also competes with direct broadcast satellite ("DBS")
service providers. DBS has been available to consumers since 1994. A single DBS
satellite can provide more than 100 channels of programming. DBS service can be
received virtually anywhere in the United States through the installation of a
small outdoor antenna. DBS service is being heavily marketed on a nationwide
basis by several service providers, some of which are now offering local
programming channels. At this time, any impact of DBS competition on the
Company's future results is not known or estimable.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
                   (Dollars in thousands)

        The Company uses fixed and variable rate debt to fund its working
capital requirements, capital expenditures and acquisitions. These debt
arrangements expose the Company to market risk related to changes in interest
rates. The Company has entered into a receive-fixed interest rate swap agreement
to effectively convert a portion of its fixed-rate debt to variable-rate debt to
reduce the risk of incurring higher interest costs in periods of falling
interest rates. The Company does not enter into any interest rate protection
<PAGE>

agreements for trading purposes. The Company is exposed to market risk in the
event of non-performance by the banks. No such non-performance is expected. The
table below summarizes the fair values and contract terms of the Company's
financial instruments subject to interest rate risk based on amounts outstanding
as of December 31, 2000.
<TABLE>
<CAPTION>
                                               Expected Maturity
                            ------------------------------------------------------                              Fair
                               2001       2002       2003       2004        2005    Thereafter     Total        Value
                            ---------- ---------- ---------- ---------- ---------- ------------ ------------ ------------
Debt:
<S>                         <C>        <C>        <C>        <C>        <C>        <C>          <C>          <C>
Fixed Rate                  $  20,000  $ 220,000  $ 364,027  $       -  $ 250,000  $   997,119  $ 1,851,146  $ 1,690,975
   Average Interest Rate        9.04%      8.96%      8.95%          -      8.84%        8.10%            -            -

Variable Rate                   6,500     18,000    185,918    270,386    363,201    1,673,638    2,517,643    2,517,643
   Average Interest Rate        7.36%      7.03%      7.28%      7.41%      7.35%        7.28%            -            -

Interst Rate Swap:

Fixed to Variable Swap              -  $  35,000          -          -          -            -  $    35,000  $       162
Average Pay Rate                    -      6.76%          -          -          -            -            -            -
Average Receive Rate                -      6.70%          -          -          -            -            -            -
</TABLE>

        Interest rates on variable debt are estimated by us using the average
implied forward London Interbank Offer Rate ("LIBOR") rates for the year of
maturity based on the yield curve in effect at December 31, 2000, plus the
borrowing margin in effect at December 31, 2000. The average pay rate on the
fixed to variable swap is estimated by using the average implied forward LIBOR
rates for the year of maturity based on the yield curve in effect at December
31, 2000.
<PAGE>

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The consolidated financial statements and related notes thereto and
independent auditors' report follow.


<TABLE>
<CAPTION>
                          INDEX TO FINANCIAL STATEMENTS


                                                                                                                    Page
<S>                                                                                                                  <C>
   Independent Auditors' Report                                                                                      30

   Consolidated Balance Sheets December 31, 1999 and 2000                                                            31

   Consolidated Statements of Operations and Comprehensive Income (Loss), Year Ended May 31, 1999,
         Four Months Ended September 30, 1999, Three Months Ended December 31, 1999 and
         Year Ended December 31, 2000                                                                                32

   Consolidated Statements of Common Stockholders' Equity (Deficiency), Year Ended May 31, 1999,
         Four Months Ended September 30, 1999, Three Months Ended December 31, 1999 and
         Year Ended December 31, 2000                                                                                33

   Consolidated Statements of Cash Flows, Year Ended May 31, 1999, Four Months Ended
         September 30, 1999, Three Months Ended December 31, 1999 and Year Ended
         December 31, 2000                                                                                           35

   Notes To Consolidated Financial Statements                                                                        36
</TABLE>
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Arahova Communications, Inc.:


        We have audited the accompanying consolidated balance sheets of Arahova
Communications, Inc. and subsidiaries as of December 31, 1999 and 2000, and the
related consolidated statements of operations and comprehensive income (loss),
of common stockholders' equity (deficiency), and of cash flows for the year
ended May 31, 1999, the four months ended September 30, 1999, the three months
ended December 31, 1999 and the year ended December 31, 2000. Our audits also
included the financial statement schedules listed in the Index at Item 14. These
financial statements and financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedules based on our audits.

        We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Arahova Communications, Inc.
and subsidiaries at December 31, 1999 and 2000, and the results of their
operations and their cash flows for the year ended May 31, 1999, the four months
ended September 30, 1999, the three months ended December 31, 1999 and the year
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, such financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.



DELOITTE & TOUCHE LLP



Pittsburgh, Pennsylvania
March  29, 2001
<PAGE>

<TABLE>
<CAPTION>
                                    ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
                                             CONSOLIDATED BALANCE SHEETS
                                  (Dollars in thousands, except per share amounts)

                                                                                              December 31,
                                                                                         1999              2000
                                                                                   ----------------  -----------------
ASSETS
<S>                                                                                <C>                <C>
Cable systems, at cost, net of accumulated depreciation and amortization:
   Property, plant and equipment                                                   $      948,583     $    1,887,809
   Intangible assets                                                                    6,511,329          9,204,228
                                                                                   ----------------  -----------------
     Total                                                                              7,459,912         11,092,037

Cash and cash equivalents                                                                 128,028             91,556
Investments                                                                               122,400            115,883
Subscriber receivables - net                                                               38,675             77,493
Prepaid expenses and other assets - net                                                    72,242            114,734
                                                                                   ----------------  -----------------
     Total                                                                         $    7,821,257     $   11,491,703
                                                                                   ================  =================

LIABILITIES AND COMMON STOCKHOLDER'S
    EQUITY
Parent debt                                                                        $    1,832,939     $    1,753,377
Subsidiary debt                                                                           581,496          2,560,448
Accounts payable                                                                           88,800            262,205
Subscriber advance payments and deposits                                                   23,982             27,769
Accrued interest and other liabilities                                                    145,009            235,229
Related party payables - net                                                                    -            621,710
Deferred income taxes                                                                   1,634,690          1,762,728
                                                                                   ----------------  -----------------
     Total                                                                              4,306,916          7,223,466

Minority interests                                                                        597,486            609,212

Commitments and contingencies (Note 5)

Common stockholder's equity

   Common stock, par value $.01 per share:
     1,000 shares authorized, issued and outstanding                                            -                  -
   Additional paid-in-capital                                                           3,372,538          3,816,075
   Related party receivables - net                                                       (442,120)                 -
   Accumulated other comprehensive loss                                                    (1,392)                 -
   Accumulated deficit                                                                    (12,171)          (157,050)
                                                                                   ----------------  -----------------
       Total common stockholder's equity                                                2,916,855          3,659,025
                                                                                   ----------------  -----------------
       Total                                                                       $    7,821,257     $   11,491,703
                                                                                   ================  =================




<FN>
                                  See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                        ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                       (Dollars in thousands, except per share amounts)

                                                                        Old Arahova                      New Arahova
                                                              -------------------------------  --------------------------------
                                                                                Four Months      Three Months
                                                                Year Ended        Ended             Ended         Year Ended
                                                                  May 31,      September 30,     December 31,     December 31,
                                                                    1999            1999             1999             2000
                                                              --------------- ---------------  ---------------- ---------------

<S>                                                            <C>             <C>              <C>              <C>
Revenues                                                       $    651,142    $    231,230     $     194,335    $  1,103,830
                                                              --------------- ---------------  ---------------- ---------------
Operating expenses:
   Direct operating and programming                                 254,977          92,455            60,937         374,816
   Selling, general and administrative                              124,652          47,610            33,373         197,214
   Depreciation and amortization                                    158,153          59,665            58,170         333,994
   Stock compensation                                                    -           26,232                -               -
   Merger and integration costs                                       7,922         174,153             4,167              -
                                                              --------------- ---------------  ---------------- ---------------
       Total                                                        545,704         400,115           156,647         906,024
                                                              --------------- ---------------  ---------------- ---------------

Operating income (loss)                                             105,438        (168,885)           37,688         197,806

Other (expense) income:
   Interest expense - net                                          (171,125)        (53,929)          (43,055)       (290,438)
   Minority interests in income of subsidiaries                     (11,597)         (4,911)          (10,169)         (1,560)
   Other-than-temporary impairment of marketable
      equity securities                                                  -               -                 -          (94,179)
   Other                                                              5,725             337                -           (1,362)
                                                               -------------- ---------------   --------------- ---------------
       Total                                                       (176,997)        (58,503)          (53,224)       (387,539)
                                                               -------------- ---------------   --------------- ---------------

Loss before income taxes                                            (71,559)       (227,388)          (15,536)       (189,733)
Income tax benefit (expense)                                         13,453          (5,837)            3,365          44,854
                                                              --------------- ---------------  ---------------- ---------------

Net loss from continuing operations                                 (58,106)       (233,225)          (12,171)       (144,879)
Gain on sale of discontinued operations (less
    applicable income taxes of $25,739)                             314,290              -                 -               -
                                                              --------------- ---------------  ---------------- ---------------
Net income (loss)                                                   256,184        (233,225)          (12,171)       (144,879)
Other comprehensive (loss) income - net of income taxes:
   Unrealized (loss) gain on available-for-sale securities           (3,308)         11,511            (1,392)        (59,824)
   Other-than-temporary impairment on marketable
      equity securities reclassification adjustment
          (net of income tax of $32,963)                                 -               -                 -           61,216
                                                              --------------- ---------------  ---------------- ---------------
Comprehensive income (loss)                                    $    252,876    $   (221,714)    $     (13,563)   $   (143,487)
                                                              =============== ===============  ================ ===============

Basic and diluted net loss from continuing
    operations per share                                       $       (.77)   $      (3.07)

Basic and diluted gain on sale of discontinued
   operations per share                                                4.18              -
                                                              --------------- ---------------

Basic and diluted net income (loss) per share                  $       3.41    $      (3.07)
                                                              =============== ===============

Basic and diluted weighted average shares of
   common stock outstanding (in thousands)                           75,088          75,921
                                                              =============== ===============

<FN>
                                            See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                           ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES,
                                                 CONSOLIDATED STATEMENTS OF COMMON
                                                  STOCKHOLDERS' EQUITY (DEFICIENCY)
                                                       (Dollars in thousands)



                                                                                 Accumulated                 Related   Total Common
                                     Common Stock       Additional                  Other       Treasury      Party    Stockholders'
                                 ---------------------   Paid-In    Accumulated  Comprehensive   Stock     Receivables     Equity
Old Arahova                       Class A    Class B     Capital      Deficit    Income (Loss)  and Other      -Net     (Deficiency)
                                 ---------- ---------- ------------ ------------ ------------ ------------ ------------ ------------
<S>                              <C>        <C>        <C>          <C>          <C>          <C>          <C>          <C>
Balance, May 31, 1998            $     657  $     427  $   178,893  $  (770,014) $    17,482  $  (152,697) $         -  $  (725,252)

Shares issued in connection with
  employee incentive plans              11          -       12,341            -                    (3,790)           -        8,562

Class A shares purchased by the                                                            -
  Company from employees                 -          -            -            -                    (1,505)           -       (1,505)

Class B shares converted to Class
  A shares                               4         (4)           -            -            -            -            -            -

Net unrealized loss on
  available-for-sale securities          -          -            -            -       (3,308)           -            -       (3,308)

Net income                               -          -            -      256,184            -            -            -      256,184

                                 ---------- ---------- ------------ ------------ ------------ ------------ ------------ ------------
Balance, May 31, 1999                  672        423      191,234     (513,830)      14,174     (157,992)           -     (465,319)
                                 ---------- ---------- ------------ ------------ ------------ ------------ ------------ ------------

Shares issued in connection with
  employee incentive plans               8          -        5,460            -                     6,504            -       11,972

Class A Shares purchased by the
  Company from employees                 -          -            -            -            -       (7,891)           -       (7,891)

Acceleration of stock options            -          -       37,901            -            -            -            -       37,901

Net unrealized gain on
  available-for-sale securities          -          -            -            -       11,511            -            -       11,511

Net loss                                 -          -            -     (233,225)           -            -            -     (233,225)
                                 ---------- ---------- ------------ ------------ ------------ ------------ ------------ ------------

Balance, September 30, 1999      $     680  $     423  $   234,595  $  (747,055) $    25,685  $  (159,379) $         -  $  (645,051)
                                 ========== ========== ============ ============ ============ ============ ============ ============




<FN>
                                            See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                            ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES,
                                  CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY (DEFICIENCY)
                                                        (Dollars in thousands)


                                                                                  Accumulated                          Total Common
                                     Common Stock       Additional                   Other     Treasury  Related Party Stockholders'
                                 ---------------------   Paid-in    Accumulated  Comprehensive   Stock    Receivables     Equity
          New Arahova             Class A    Class B     Capital       Deficit   Income (Loss) and Other     - Net      (Deficiency)
                                 ---------- ---------- ------------ ------------ ------------ ------------ ------------ ------------
<S>                              <C>        <C>        <C>          <C>          <C>          <C>          <C>          <C>
Excess of purchase price of
 acquired assests and liabilites
 over predecessor owners' net
 book value                      $    (680) $    (423) $ 3,004,553  $   747,055  $   (25,685) $   159,379  $         -  $ 3,884,199
                                 ---------- ---------- ------------ ------------ ------------ ------------ ------------ ------------

Balance, October 1, 1999                 -          -    3,239,148            -            -            -            -    3,239,148

Net unrealized loss on
 available-for-sale securities           -          -            -            -       (1,392)           -            -       (1,392)

Capital contribution
 from Adelphia                           -          -      133,390            -            -            -            -      133,390

Advances from  affiliates - net          -          -            -            -            -            -     (442,120)    (442,120)

Net loss                                 -          -            -      (12,171)           -            -            -      (12,171)
                                 ---------- ---------- ------------ ------------ ------------ ------------ ------------ ------------

Balance, December 31, 1999               -          -    3,372,538      (12,171)      (1,392)           -     (442,120)   2,916,855
                                 ---------- ---------- ------------ ------------ ------------ ------------ ------------ ------------

Advances from affiliates - net           -          -            -            -            -            -      442,120      442,120

Net unrealized loss on
 available for-sale securities           -          -            -            -        1,392            -            -        1,392

Excess of liabilities over assets
 of cable systems contributed by
 Adelphia                                -          -      (60,187)           -            -            -            -      (60,187)

Capital contribution from
 Adelphia                                -          -      503,724            -            -            -            -      503,724

Net loss                                 -          -            -     (144,879)           -            -            -     (144,879)
                                 ---------- ---------- ------------ ------------ ------------ ------------ ------------ ------------

Balance, December 31, 2000       $       -  $       -  $ 3,816,075  $  (157,050) $         -   $        -  $         -  $ 3,659,025
                                 ========== ========== ============ ============ ============ ============ ============ ============




<FN>
                                            See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                          ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (Dollars in thousands)

                                                                          Old Arahova                       New Arahova
                                                                --------------------------------  ---------------------------------
                                                                                  Four Months      Three Months
                                                                  Year Ended         Ended             Ended         Year Ended
                                                                    May 31,       September 30,     December 31,     December 31,
                                                                     1999             1999              1999             2000
                                                                --------------- ----------------  ---------------- ----------------
<S>                                                             <C>             <C>               <C>              <C>
Cash flows from operating activities:
   Net income (loss)                                            $      256,184  $      (233,225)  $       (12,171) $      (144,879)
   Adjustments to reconcile net income (loss) to net cash
      provided by (used for) operating activities:
      Depreciation                                                     101,370           41,731            17,971          128,825
         Amortization                                                   56,783           17,934            40,199          205,169
      Minority interests in income of subsidiaries                      11,597            4,911            10,169            1,560
      Increase (decrease) in deferred taxes, net of effects of
            acquisitions                                                   121              202            (8,473)         (63,116)
      Gain on sale of discontinued operations                         (340,029)               -                 -                -
      Other                                                             (7,237)           7,941                 -                -
      Acceleration of stock options                                          -           37,901                 -                -
      Noncash interest expense                                          57,393           19,647            13,107           68,748
      Other-than-temporary impairment of marketable equity
             securities                                                      -                -                 -           94,179
      Changes in operating assets and liabilities, net of
         effect of acquisitions:
         Subscriber receivables                                           (866)           2,240            (7,764)         (23,660)
         Prepaid expenses and other assets                                (268)          (5,403)           12,659          (42,506)
         Accounts payable and accrued liabilities                      (11,315)           3,641            61,278          148,877
                                                                --------------- ----------------  ---------------- ----------------
           Net cash provided by (used for) operating activities        123,733         (102,480)          126,975          373,197
                                                                --------------- ----------------  ---------------- ----------------

Cash flows provided by (used for) investing activities:
   Capital expenditures                                               (121,523)         (52,630)          (53,481)        (505,961)
   Acquisition of cable and other assets                                (7,978)         (14,303)         (247,315)      (1,698,223)
   Proceeds from sale of radio stations                                 11,538                -                 -                -
   Proceeds from sale of discontinued operations                       360,115                -                 -                -
   Amounts invested in and advanced to related parties                       -                -          (442,120)          (2,216)
                                                                --------------- ----------------  ---------------- ----------------
           Net cash provided by (used for) investing activities        242,152          (66,933)         (742,916)      (2,206,400)
                                                                --------------- ----------------  ---------------- ----------------

Cash flows (used for) provided by financing activities:
   Proceeds from debt                                                        -          880,000           471,000        3,693,316
   Repayments of debt                                                  (37,050)          (1,000)         (942,050)      (1,894,486)
   Costs associated with debt financings                                     -                -           (12,183)         (18,218)
   Contribution of cash by parent                                            -                -                 -           16,119
   Issuance of common stock                                              8,562            5,468                 -                -
   Purchase of treasury stock                                           (1,505)          (7,891)                -                -
                                                                --------------- ----------------  ---------------- ----------------
           Net cash (used for) provided by financing activities        (29,993)         876,577          (483,233)       1,796,731
                                                                --------------- ----------------  ---------------- ----------------

Net increase (decrease) in cash and cash equivalents -
continuing operations                                                  335,892          707,164        (1,099,174)         (36,472)

Cash flow of discontinued operations - net                               4,765                -                 -                -

Cash and cash equivalents, beginning of period                         285,498          626,155         1,227,202          128,028
                                                                --------------- ----------------  ---------------- ----------------

Cash and cash equivalents, end of period                        $      626,155  $     1,333,319   $       128,028  $        91,556
                                                                =============== ================  ================ ================

Supplemental disclosure of cash flow activity -
   cash payments for interest                                   $      135,290  $        48,331   $        40,852  $       276,791
                                                                =============== ================  ================ ================
<FN>
                                            See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

                  ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except per share amounts)

1.  The Company and Basis of Presentation

        On October 1, 1999, Adelphia Communications Corporation ("Adelphia") and
Century Communications Corp. ("Century") consummated a merger (the "Merger")
whereby Century was merged with and into Adelphia Acquisition Subsidiary, Inc.
("Merger Sub"), a wholly owned subsidiary of Adelphia, pursuant to an Agreement
and Plan of Merger (the "Merger Agreement"), dated as of March 5, 1999, as
amended as of July 12, 1999 and July 29, 1999, by and among Adelphia, Century
and Merger Sub. As a result of the Merger, Century has become a wholly owned
subsidiary of Adelphia. Merger Sub is sometimes referred to herein as the
"Successor Corporation." The name of the Successor Corporation was changed to
Arahova Communications, Inc. ("Arahova") on October 1, 1999. As used herein, the
"Company" refers to the predecessor corporation as well as Arahova, as the
successor to the predecessor corporation. Cable systems owned by the Company
(the "Company Systems") are located in the United States and Puerto Rico and are
organized into six core clusters: Los Angeles, PONY (Western Pennsylvania, Ohio
and Western New York), New England, Florida, Virginia and Colorado Springs.

        Pursuant to the terms of the Merger Agreement, and subject to the
limitations set forth below, each issued and outstanding share of Class A common
stock, par value $.01 per share, of Century ("Century Class A common stock") was
converted, at the option of the holder, into the right to receive either (1)
$44.14 in cash, or (2) 0.77269147 shares of Class A common stock, par value $.01
per share of Adelphia ("Adelphia Class A common stock "). Subject to the
limitations set forth below, each issued and outstanding share of Class B common
stock, par value $.01 per share, of Century ("Century Class B common stock ")
was converted, at the option of the holder, into the right to receive either (1)
$48.14 in cash, or (2) 0.84271335 shares of Adelphia Class A common stock.

        The aggregate number of shares of Century's Class A common stock
converted into the right to receive cash in the Merger was limited to 20.76% of
the number of shares of Century's Class A common stock outstanding immediately
prior to the effective time of the Merger. The aggregate number of shares of the
Century's Class A common stock converted into the right to receive shares of
Adelphia Class A common stock in the Merger was limited to 79.24% of the number
of such shares of Century's Class A common stock outstanding immediately prior
to the effective time of the Merger. The aggregate number of shares of Century's
Class B common stock converted into the right to receive cash in the Merger was
limited to 24.54% of the number of shares of Century's Class B common stock
outstanding immediately prior to the effective time of the Merger. The aggregate
number of shares of Century's Class B common stock converted into the right to
receive shares of Adelphia Class A common stock in the Merger was limited to
75.46% of the number of shares of Century's Class B common stock outstanding
immediately prior to the effective time of the Merger.

        Century Class A common stockholders made stock elections for an amount
of Adelphia Class A common stock exceeding the amount available to such holders.
As a result, holders of Century Class A common stock who elected to receive
Adelphia Class A common stock received 86.42% of their consideration in Adelphia
Class A common stock, or approximately 0.6678 of a share of Adelphia Class A
common stock, and 13.58% of their consideration in cash, or approximately $5.99,
for each share of Century Class A common stock, without interest. Holders of
Century Class A common stock who elected to receive cash received $44.14 per
share, without interest.

        Century Class B common stockholders made stock elections for amounts of
cash and Adelphia Class A common stock equal to the amounts available to such
holders. As a result, holders of Century Class B common stock who elected to
receive Adelphia Class A common stock received 0.84271335 of a share of Adelphia
Class A common stock for each share of Century Class B common stock, and holders
of Century Class B common stock who elected to receive cash received $48.14 per
share, without interest.

        Also pursuant to the terms of the Merger Agreement, each outstanding
option to purchase shares of Century Class A common stock granted under
Century's 1993 Non-Employee Directors' Stock Option Plan, the 1994 Stock Option
Plan, and all other similar plans or arrangements (collectively "Option Plans"),
whether or not previously exercisable or vested, became fully exercisable and
vested. Option holders were given the option to exercise immediately prior to
the Merger or to rollover their options into options to acquire Adelphia Class A
common stock. Furthermore, all restricted shares of Century Class A common stock
issued pursuant to the 1992 Management Equity Incentive Plan became fully vested
and ceased to be restricted.

        On May 25, 2000, the Board of Directors of the Company changed Arahova's
fiscal year from May 31 to December 31. The decision was made to conform to
<PAGE>

general industry practice and for administrative purposes. The change became
effective for the seven months ended December 31, 1999.

        The consolidated financial statements include the accounts of Arahova
and its subsidiaries. All significant intercompany accounts and transactions
have been eliminated in consolidation.

        Consolidated financial statements for periods prior to October 1, 1999,
are referred to herein as "Old Arahova", whereas periods subsequent to October
1, 1999 are referred to herein as "New Arahova". Due to the October 1, 1999
application of purchase accounting resulting from the acquisition of Old Arahova
by Adelphia, the predecessor consolidated financial statements of Old Arahova
are not comparable to the successor consolidated financial statements of New
Arahova. In addition, Old Arahova previously presented classified balance sheets
and statements of cash flows under the direct method. These financial statements
have been reclassified to conform to New Arahova's presentation.

        At the effective time of the Merger, Adelphia purchased Citizens
Utilities Company's ("Citizens") 50% interest in the Century/Citizens Cable
Television Joint Venture ("CCJV"), one of Century's 50% owned joint ventures,
for a purchase price of approximately $131,900, comprised of approximately
$27,700 in cash and approximately 1,850,000 shares of Adelphia Class A common
stock. As of October 1, 1999 this joint venture served approximately 92,300
basic subscribers in California. On December 15, 1999, Adelphia's interest in
CCJV of $133,390 was contributed to Arahova.

        The Merger has been accounted for using the purchase method of
accounting. Accordingly, the allocation of Adelphia's purchase price to acquire
Old Arahova has been reflected in New Arahova's consolidated financial
statements as of October 1, 1999.

        Issuance of Adelphia Class A common stock              $     2,705,000
        Assumption of debt and working capital                       1,711,000
        Deferred tax asset realized by Adelphia                       (277,852)
        Cash                                                           812,000
                                                              -----------------
                                                               $     4,950,148
                                                              =================


        The value assigned to the Adelphia Class A common stock was based on the
average closing price of Adelphia Class A common stock a few days before and
after the Merger was agreed to and announced on March 5, 1999.

        During the year ended December 31, 2000, a final allocation of the
purchase price was made upon resolution of pre-acquisition contingencies and
completion of final valuations. As a result of the application of purchase
accounting, Arahova has recorded property, plant and equipment of $647,200,
intangible assets of $6,033,001, total debt of $2,873,656 and other net
liabilities of $567,397. Such values were determined based on third-party
valuation.

        On December 7, 1999, Arahova acquired cable systems that served
approximately 19,000 basic subscribers at the date of acquisition in Moreno
Valley and Riverside County, California and were purchased for an aggregate
price of approximately $32,000. The acquisition was accounted for under the
purchase method of accounting. Accordingly, the financial results of the
acquired systems are included in the consolidated results of Arahova effective
from the date acquired.

        On December 7, 1999, subsidiaries of Arahova consummated a transaction
with AT&T to form a joint venture limited partnership in the Los Angeles, CA
area. Pursuant to this agreement, Adelphia, Arahova and AT&T contributed cable
systems that served approximately 800,000 basic subscribers. On December 15,
1999, Adelphia's interest in the joint venture was contributed to Arahova.
Arahova holds an interest of 75% and AT&T holds an interest of 25% in the
partnership. The cable systems contributed by Arahova and Adelphia have been
recorded at historical cost. The acquisition of the cable systems contributed by
AT&T has been accounted for under the purchase method of accounting. The
financial results of the cable systems contributed by AT&T are included in the
consolidated results of operations of Arahova effective from the date acquired.
As part of this transaction, Arahova and AT&T exchanged cable systems owned by
Arahova in certain communities in northern California for certain cable systems
owned by AT&T in southern California, allowing each of them to unify operations
in existing service areas. AT&T exchanged its East San Fernando Valley cable
system serving approximately 103,500 basic subscribers for Arahova's northern
California cable systems (San Pablo, Benecia, Fairfield and Rohnert Park,
California), which serve approximately 96,500 basic subscribers. No gain or loss
resulted from this system swap due to the Company's recent application of
purchase accounting in connection with the Adelphia merger.
<PAGE>

        In connection with the closing of the April 14, 2000 credit facility
(Note 3), Adelphia contributed cable systems serving approximately 460,000
subscribers to Arahova. Financial results of the contributed systems are
included in the consolidated results of Arahova from the date of contribution.

        Arahova recorded the contribution of these cable systems and related
assets and liabilities at historical cost as follows:

           Cable systems, net                              $       1,020,498
           Other assets                                               31,947
           Debt                                                        3,408
           Affiliate payables                                      1,063,781
           Other liabilities                                          45,443
           Net deficit                                                60,187


        In July 2000, Adelphia closed its acquisition under which Prestige
Communications of NC, Inc. sold its cable systems in Virginia, North Carolina
and Maryland to a subsidiary of Arahova for approximately $700,000. These
systems serve approximately 118,250 basic subscribers. The acquisition was
accounted for under the purchase method of accounting. Accordingly, the
financial results of the acquired systems have been included in the consolidated
results of Arahova effective from the date acquired.

        In November 2000, Adelphia and Arahova acquired cable systems in the
Cleveland, Ohio area from Cablevision Systems Corp. These systems served
approximately 310,000 subscribers at the date of acquisition. In connection with
the acquisition, Adelphia issued 10,800,000 shares of its Class A common stock
and Arahova paid cash of approximately $990,000. The value assigned to the
Adelphia Class A common stock was based on the average closing price of Adelphia
Class A common stock a few days before and after the number of shares to be
issued became fixed. Simultaneous with the acquisition, Adelphia contributed the
systems purchased with its common stock to Arahova. The acquisition was
accounted for under the purchase method of accounting. Accordingly, the
financial results of the acquired systems will be included in the consolidated
results of Arahova effective from the date acquired.

        For acquisitions during the year ended December 31, 2000, the Company
has made a preliminary allocation of the purchase price based on estimated fair
values. A final allocation will be based upon final appraisals.

        The following unaudited financial information assumes that the
contribution of cable systems and the acquisitions that were consummated during
the year ended December 31, 2000 had occurred on June 1, 1998

<TABLE>
<CAPTION>
                            Four Months Three Months
                                    Year Ended         Ended           Ended         Year Ended
                                      May 31,      September 30,    December 31,    December 31,
                                       1999             1999            1999            2000
                                  ---------------- --------------- -------------- -----------------
<S>                                <C>             <C>              <C>            <C>
Revenues                           $   1,230,624   $     427,310    $     331,826  $    1,330,694
Net loss                                 245,338         299,499           55,785         157,138
</TABLE>

        The above financial information excludes the gain on the sale of
discontinued operations of Centennial Cellular and the Australian operations of
$314,290 in the year ended May 31, 1999.
<PAGE>

2.  Summary of Significant Accounting Policies

    Property, Plant and Equipment

        Property, plant and equipment are comprised of the following:

<TABLE>
<CAPTION>
                                                                 December 31,
                                                            1999               2000
                                                      -----------------  -----------------
<S>                                                   <C>                <C>
Operating plant and equipment                         $       847,071    $     1,724,509
Real estate and improvements                                   55,357             83,884
Support equipment                                              15,402             31,195
Construction in progress                                       48,724            352,248
                                                      -----------------  -----------------
                                                              966,554          2,191,836
Accumulated depreciation                                      (17,971)          (304,027)
                                                      -----------------  -----------------
                                                      $       948,583    $     1,887,809
                                                      =================  =================
</TABLE>

        Depreciation is computed on a straight-line basis using estimated useful
lives of 5 to 12 years for operating plant and equipment and 3 to 20 years for
support equipment and real estate and improvements. Additions to property, plant
and equipment are recorded at cost, which includes amounts for material,
applicable labor and overhead, and interest.

    Intangible Assets

        Intangible assets, at cost, net of accumulated amortization, are
comprised of the following:

<TABLE>
<CAPTION>
                                                                December 31,
                                                          1999              2000
                                                    ----------------  -----------------
<S>                                                 <C>               <C>
Purchased franchises                                $     5,036,828   $     7,098,493
Goodwill                                                  1,474,501         2,098,445
Non-compete agreements                                            -             2,894
Purchased subscribers lists                                       -             4,396
                                                    ----------------  ----------------
                                                    $     6,511,329   $     9,204,228
                                                    ================  ================
</TABLE>

        A portion of the aggregate purchase price of cable television systems
acquired has been allocated to purchased franchises and goodwill. Purchased
franchises and goodwill are amortized on the straight-line method over 40 years.
At December 31, 2000, the actual unexpired periods under purchased franchise
agreements range from 1 to 15 years. Accumulated amortization of intangible
assets amounted to $38,941 and $311,607 at December 31, 1999 and 2000,
respectively.

    Cash and Cash Equivalents

        The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

    Investments

        Arahova owns approximately 114,000 shares of United GlobalCom, Inc.
("UCOMA"), formerly United International Holdings, Inc. ("UIH"), Series B
convertible preferred stock as a result of the transactions described in Note 4.
Each share of this stock is convertible into approximately 21 shares of UIH
Class A common stock, at a conversion price of $10.625 per share. This equity
instrument was recorded at its fair value of $87,433 on October 1, 1999 in
connection with purchase accounting.

        As a result of a contract between Arahova and At Home Corporation
("@Home") to provide @Home high speed internet access on certain systems,
<PAGE>

Arahova has received a warrant contract to purchase up to 5,260,000 shares of
@Home Series A common stock at $5.25 per share. The Company records an
investment in @Home and related deferred revenue based on the fair value of the
warrants at the time which performance requirements under the contract with
@Home are achieved. Corresponding revenue is recognized on the straight-line
basis over the remaining life of the contract, which expires in May 2004. The
investment in @Home warrants is classified as an available-for-sale security.
During the three months ended December 31, 1999 and year ended December 31, 2000
Arahova recognized revenue of $1,500 and $16,450, respectively, related to these
warrants. The Company recognized a loss of $94,179 in 2000, which resulted from
the write down of its investment in @Home warrants, which experienced a decline
in value that was deemed other than temporary. Arahova's investment in @Home
warrants of $34,366 and $16,243 at December 31, 1999 and 2000 includes $2,354
and $0, respectively, of unrealized loss.

    Subscriber Receivables

        An allowance for doubtful accounts of $3,573 and $3,047 is recorded as a
reduction of subscriber receivables at December 31, 1999 and 2000, respectively.

    Other Assets

        The unamortized amount of deferred debt financing costs included in
prepaid expenses and other assets - net was $36,207 and $53,782 at December 31,
1999 and 2000, respectively. Such costs are amortized over the term of the
related debt.

    Asset Impairments

        Arahova periodically reviews the carrying value of its long-lived assets
for impairment whenever events or changes in circumstances indicate that the
carrying value of assets may not be recoverable. Measurement of any impairment
would include a comparison of estimated future operating cash flows anticipated
to be generated during the remaining life of the assets with their net carrying
value. An impairment loss would be recognized as the amount by which the
carrying value of the assets exceeds their fair value.

    Revenues

        Subscriber revenues are recognized in the month the service is provided.
Advertising revenues are recognized in the period during which the underlying
advertisements are broadcast.

    Franchise Expense

        The typical term of the Company's franchise agreements upon renewal is
10 to 15 years. Franchise fees range from 3% to 5% of subscriber revenue and are
expensed currently.

    Merger and Integration Costs

        The Company had employment agreements primarily with four executive
officers including Dr. Leonard Tow, former Chairman and Chief Executive Officer
of the Company. The terms of these employment agreements expire on June 30,
2003, except that Dr. Tow's agreement continues for an additional five-year
advisory period. Each of these employment agreements was terminable by the
executive officer upon a "change of control" or a "threatened change of control"
of the Company. One of the events that is considered to be a threatened change
of control under each employment agreement is the acquisition by any person of
securities of the Company such that the person files or is required to make a
filing pursuant to Regulation 13D under the Securities Exchange Act of 1934, as
amended. As a result of entering into the Merger Agreement, such an event
occurred and, therefore, for purposes of these employment agreements, a
"threatened change of control" occurred. During the quarter ended August 31,
1999, each of these executive officers exercised his right to terminate his
employment agreement but continued working for the Company through the closing
of the Merger.

        Pursuant to the employment agreement, upon such termination, each
executive officer is entitled to receive his base salary through the end of the
term of his employment agreement, an annual cash bonus for the remainder of the
term equal to his most recently awarded cash bonus, continuation of medical,
<PAGE>

dental, life and disability insurance for the remainder of the term on the same
basis as provided while the agreement was in effect and the use of office space
for one year. In addition, upon termination, all of his Company stock options
vest and become exercisable and the restrictions on all of his shares of
restricted stock of the Company lapse. The total cost to the Company of the
termination of the executive employment agreements was approximately $227,400.
Approximately $167,200 of these costs were recorded by the Company during the
four months ended September 30, 1999. The remaining $60,200 of these costs was
an obligation of Old Arahova as of October 1, 1999 and is treated as an assumed
liability in the financial statements of New Arahova.

        The Company also incurred employee severance related costs related to
the Merger and the continuance of the employment of key personnel through the
completion of the Merger. The total cost to the Company of these employee
severance related costs was approximately $7,000. These additional Merger
related costs were recorded by the Company upon completion of the Merger. The
Company also incurred certain other Merger related costs subsequent to September
30, 1999. Approximately $77,000 of these costs relate primarily to investment
banking, legal and accounting services incurred in relation to the completion of
the Merger and were recorded as an adjustment to Adelphia's purchase price.

        The Company incurred total incremental compensation, legal and
consulting costs of $7,922, $174,153 and $4,167 during the year ended May 31,
1999, the four months ended September 30, 1999 and the three months ended
December 31, 1999, respectively, in connection with the Merger.

    Interest Expense - Net

        Interest expense - net includes interest income of $20,678, $14,679,
$14,175 and $69,848 for the year ended May 31, 1999, the four months ended
September 30, 1999, the three months ended December 31, 1999 and the year ended
December 31, 2000, respectively. For the three months ended December 31, 1999
and the year ended December 31, 2000, interest income includes interest income
from affiliates on long-term loans and for reimbursement of interest expense on
revolving credit agreements, related to short term borrowings by such affiliates
(Note 10).

    Debt and Other Financial Instruments

        Net settlement amounts under the interest rate swap agreement are
recorded as adjustments to interest expense during the period incurred.
Discounts on debt are amortized to earnings as an adjustment to interest expense
over the respective remaining lives of the underlying debt obligations. The
aggregate amount by which fair value assigned in purchase accounting to debt
exceeded or was less than carrying value at the acquisition date is being
amortized to interest expense over the respective remaining lives of the
underlying debt obligations.

    Basic and Diluted Net Loss Per Weighted Average Share of Common Stock

        For the year ended May 31, 1999 and the four months ended September 30,
1999, diluted net loss per common share is equal to basic net loss per common
share because Old Arahova's outstanding options and other potential common
shares had an anti-dilutive effect for the periods presented. Subsequent to the
Merger, all shares of New Arahova common stock are held by Adelphia. As such,
disclosure of net loss per weighted average share of common stock is not
required for periods subsequent to the Merger.

    Noncash Financing and Investing Activities

        Capital leases entered into during the three months ended December 31,
1999 and the year ended December 31, 2000 totaled $0 and $28,404, respectively,
for Arahova. Reference is made to Notes 1 and 2 for descriptions of additional
noncash financing and investing activities.

    Use of Estimates in the Preparation of Financial Statements

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

    Recent Accounting Pronouncements

        Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended by
SFAS 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133", and by SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,"
is effective for the Company as of January 1, 2001. SFAS No. 133, as amended,
establishes accounting and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured at its fair value with changes in fair value reflected in the statement
of operations or other comprehensive income. In conjunction with preparing for
the implementation of this standard, the Company has determined that its
derivative instruments are primarily in the form of interest rate protection
instruments such as interest rate swaps, and common stock purchase warrants. The
adoption of this statement and any transition adjustment will not have a
significant effect on the Company's consolidated results of operations or
financial position.

3.  Debt

      Parent Debt

        Interest on parent debt, excluding zero coupon and discount bonds, is
due semi-annually. The parent debt is effectively subordinated to all notes to
banks and may not be redeemed prior to maturity. The parent debt agreements
contain restrictions on, among other things, the incurrence of indebtedness,
mergers and sales of assets, certain restricted payments, investments in
affiliates and certain other affiliate transactions. The agreements also require
maintenance of certain financial ratios.
<PAGE>

<TABLE>
<CAPTION>
The following table summarizes the parent debt:

                                                            Outstanding as of
                                                               December 31,
     Interest         Issue           Amount      ----------------------------------   Maturity
       Rate           Date            Issued           1999 (a)           2000 (a)       Date
  -------------- ---------------   -------------  ----------------- ---------------- -------------
<S> <C>               <C>          <C>            <C>               <C>                 <C>
         9.500%       08/14/92     $   150,000    $       148,773   $            -      08/15/00
         9.750%       02/15/92         200,000            201,172          201,005      02/15/02
    Zero coupon       04/01/93         444,000            318,235          354,392      03/15/03
         9.500%       03/06/95         250,000            250,853          250,950      03/01/05
         8.875%       01/17/97         250,000            242,542          243,805      01/15/07
         8.750%       09/23/97         225,000            216,105          217,440      10/01/07
         8.375%       11/07/97         100,000             94,048           94,420      11/15/17
         8.375%       12/04/97         100,000             94,106           94,930      12/15/07
       Discount       01/08/98         605,000            267,105          296,435      01/15/08
                                                  ----------------- ----------------
                                                  $     1,832,939        1,753,377
                                                  ================= ================
</TABLE>

<TABLE>
<CAPTION>
         Subsidiary Debt

                                                                               December 31,
                                                                        1999 (a)          2000 (a)
                                                                   ----------------  -----------------
<S>                                                                <C>               <C>
                   Notes to banks                                  $      517,000    $     2,487,317
                   9.47% Senior Secured Notes due 2002                     64,496             42,805
                   Other debt                                                   -             30,326
                                                                   ----------------  -----------------
                           Total subsidiary debt                          581,496    $     2,560,448
                                                                   ================  =================

<FN>
    (a) Amounts outstanding include discounts or premiums recorded as a result of purchase accounting, as applicable.
</FN>
</TABLE>

    Notes to Banks and Other Institutions

        On December 7, 1999 a majority-owned joint venture of Arahova closed on
a $1,000,000 credit facility. The credit facility consists of a $500,000, 8 year
reducing revolving credit loan and a $500,000, 8 year term loan.

        On April 14, 2000, Adelphia closed on a $2,250,000 credit facility
through certain subsidiaries and affiliates of Adelphia and Arahova. The credit
facility consists of a $1,500,000 8 3/4 year reducing revolving credit loan and
a $750,000 9 year term loan. In connection with the closing of this credit
facility, Adelphia contributed cable systems serving approximately 460,000
subscribers to Arahova. On September 28, 2000, Adelphia closed on a $500,000 9
1/4 year term loan through certain subsidiaries and affiliates of Adelphia and
Arahova. The new term loan is an additional tranche of the credit facility that
closed on April 14, 2000. This brings the total amount of that credit facility
to $2,750,000. As part of this facility, Adelphia Business Solutions and its
subsidiaries have the ability to borrow up to an aggregate of $500,000, which
would be guaranteed by other members of the borrowing group, subject to
compliance by the entire borrowing group with certain covenants and financial
tests. As of December 31, 2000, a subsidiary of Adelphia Business Solutions had
borrowed $500,000 under this new credit facility.

        Notes to banks and institutions mature at various dates through 2009.
Bank debt interest rates are based upon one or more of the following rates at
the option of Arahova: bank defined alternate base rate plus 0% to 1.0%; or
London Interbank Offering Rate ("LIBOR") plus .75% to 2.0%. At December 31, 1999
and 2000, the weighted average interest rate on notes payable to banks and
institutions was 8.06% and 7.72%, respectively. Arahova pays commitment fees of
up to 0.375% of unused principal.

        Borrowings under these credit arrangements are collateralized by a
pledge of the stock of the borrowing subsidiary and its subsidiaries and are
guaranteed by such subsidiary's subsidiaries. These agreements contain certain
provisions which, among other things, provide for limitations on borrowings of
<PAGE>

and investments by the borrowing subsidiaries, transactions between the
borrowing subsidiaries and Arahova and its other subsidiaries and affiliates,
and the payment of dividends and fees by the borrowing subsidiaries. These
agreements also require the maintenance of certain financial ratios by the
borrowing subsidiaries. At December 31, 2000, approximately $577,000 of the net
assets of subsidiaries would be permitted to be transferred to the parent
company in the form of dividends and loans without the prior approval of the
lenders based upon the results of operations of such subsidiaries for the
quarter ended December 31, 2000. The subsidiaries are permitted to pay
management fees to the parent company or other subsidiaries. Such fees are
limited to a percentage of the subsidiaries' revenues.

        Certain other subsidiaries and affiliates of Adelphia are co-borrowers
with certain subsidiaries of Arahova under the $2,750,000 credit facility. Each
of the co-borrowers is liable for all borrowings under the credit agreement, and
may borrow up to the entire amount of the available credit under the facility.
The lenders have no recourse against Arahova other than against Arahova's
interest in its subsidiaries which are co-borrowers.

    Other Debt

        Other debt consists of capital leases which were incurred in connection
with the acquisition of, and are collateralized by, certain equipment. The
interest rate on such debt is primarily based on various published rates, such
as the Federal Funds or U.S. Treasury rates, plus the applicable margin.

    Maturities of Debt

        The following table sets forth the mandatory reductions in principal
under all debt agreements for each of the next five years based on amounts
outstanding at December 31, 2000:

        Year ending December 31:
                2001                            $        26,500
                2002                                    238,000
                2003                                    550,000
                2004                                    270,400
                2005                                    613,200

        Arahova intends to fund its requirements for maturities of debt through
borrowings under new and existing credit arrangements and internally generated
funds. Changing conditions in the financial markets may have an impact on how
Arahova will refinance its debt in the future.

        The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes.

4.  Sale of Business Segments

    Centennial Cellular Corp.

        On January 7, 1999, Centennial Cellular Corp. ("Centennial"), a former
subsidiary of the Company, completed the previously announced merger of CCW
Acquisition Corp., a company organized at the direction of Welsh, Carson,
Anderson & Stowe, with and into Centennial (the "Centennial Merger"). As of the
completion of the Centennial Merger, the Services Agreement between the Company
and Centennial was terminated. As a holder of 8,561,819 shares of Class B Common
Stock and 3,978 shares of Second Series Convertible Preferred Stock of
Centennial, the Company received for its interest in Centennial approximately
$360,100 in cash. The Company recorded a pre-tax gain upon the sale of
Centennial of approximately $322,000 during the year ended May 31, 1999.

    Australian Operations

        During the year ended May 31, 1999, the Company sold to UIH Asia/Pacific
Communications Inc. ("UAP"), a unit of UCOMA, the Company's 25% ownership
interest in XYZ Entertainment Pty. Limited ("XYZ") for approximately $24,600.
Approximately 95% of the sales price was paid in the form of UIH Series B
Convertible Preferred Stock ("UIH Convertible Stock") which is convertible at
any time into approximately 21 shares of UIH Class A Common Stock for each share
of UIH Convertible Stock, at a conversion price of $10.625 per share.

        In fiscal 1999, East Coast Pay Television Pty. Limited ("ECT") sold
substantially all of its operating assets to Austar Entertainment Pty Ltd.
("Austar"), a wholly owned subsidiary of UAP, for approximately $6,100 in the
form of UIH Convertible Stock. ECT finalized the shutdown of its operations,
<PAGE>

including the liquidation of its current liabilities. On December 16, 1998, the
creditors of ECT (including the Company) entered into an Intercreditor Agreement
pursuant to which substantially all of the remaining assets of ECT were
distributed among them and the Company received 5,652 units of UIH Convertible
Stock, of which 1,156 units were transferred to the ECT minority interest
shareholders. The Company recorded a pre-tax gain of approximately $18,000 as a
result of the sale of its Australian business segment during the year ended May
31, 1999.

5.  Commitments and Contingencies

        Arahova rents office and studio space, tower sites, vehicles and space
on utility poles under leases with terms, which are generally less than one year
or under agreements that are generally cancelable on short notice. Total rental
expense under all operating leases aggregated $8,793, $4,684, $2,946 and $14,185
for the year ended May 31, 1999, the four months ended September 30, 1999, the
three months ended December 31, 1999 and the year ended December 31, 2000,
respectively.

        In connection with certain obligations under franchise agreements,
Arahova obtains surety bonds guaranteeing performance to municipalities and
public utilities. Payment is required only in the event of nonperformance.
Management believes Arahova has fulfilled all of its obligations such that no
payments under surety bonds have been required.

        The cable television industry and Arahova are subject to extensive
regulation at the federal, state and local levels. Pursuant to the 1992 Cable
Act, which significantly expanded the scope of regulation of certain subscriber
rates and a number of other matters in the cable industry the FCC adopted rate
regulations that establish, on a system-by-system basis, maximum allowable rates
for (i) basic and cable programming services (other than programming offered on
a per-channel or per-program basis), based upon a benchmark methodology, or, in
the alternative, a cost of service showing, and (ii) associated equipment and
installation services based upon cost plus a reasonable profit. Under the FCC
rules, franchising authorities are authorized to regulate rates for basic
services and associated equipment and installation services. In 1996, Congress
modified the cable rate regulations with the Telecommunications Act of 1996 (the
"1996 Act"). This 1996 Act deregulated the rates for cable programming services
on March 31, 1999. Arahova cannot predict the effect or outcome of the future
rulemaking proceedings, changes to the rate regulations, or litigation.

        On or about March 24, 2000, ML Media Partners, L.P. ("ML Media")
commenced an action by filing a Verified Complaint (the "Complaint") in the
Supreme Court of the State of New York, New York County, against Arahova
Communications, Inc. ("Arahova"), Century Communications Corp., a Texas
subsidiary of Arahova ("Century"), and Adelphia. In the nine count Complaint, ML
Media alleges that it entered into a joint venture agreement (the "Agreement")
with Century which, as subsequently modified, governed the ownership, operation
and disposition of cable television systems in Puerto Rico (the "Joint
Venture"). The Complaint alleges that Adelphia and its affiliates took over
Century's interest in the Joint Venture on or around October 1, 1999, and have,
according to the Complaint, breached their fiduciary obligations to the Joint
Venture and violated certain provisions of the Agreement. The Complaint further
alleges that ML Media gave Century notice that ML Media was exercising its
rights under the Agreement to require that Century elect to (A) purchase ML
Media's interest in the Joint Venture at an appraised fair value, or (B) seek to
sell the cable systems to one or more third parties. Century, according to the
Complaint, elected to pursue the sale of the cable systems and indicated that it
was evaluating whether it or an affiliate thereof would make an offer for the
cable systems. The Complaint alleges that Century or its affiliates' potential
participation in the sale process is improper. The Complaint asks for, among
other things, the dissolution of the Joint Venture and the appointment of a
receiver to effect a prompt sale of the Joint Venture. The parties completed
discovery in the action and each filed motions for partial summary judgment. On
July 10, 2000, Justice Gammerman granted ML Media's motion for partial summary
judgment on the fourth cause of action and declared that neither Century nor any
of its affiliates may bid on or attempt to purchase the assets and business of
the Joint Venture. Justice Gammerman also dismissed the fourth count of the
counterclaim and required Century to proceed diligently with ML Media in
locating one or more third parties to complete the sale and prohibited any
defendant from interfering with the sale. On July 26, 2000, the Justice also
ordered that the sale may be a sale of either the assets of the Joint Venture or
the partnership interests in the Joint Venture. The Justice did not address
other issues concerning the motion for summary judgment and did not schedule a
full hearing on the merits. On August 7, 2000, Adelphia and the other defendants
Weighted filed a notice of appeal with respect to the above described orders and
judgment of the Court. On January 23, 2001, the Appellate Division affirmed the
decision of Justice Gammerman. On February 26, 2001, the defendants filed with
the Appellate Division a Motion for Leave to Appeal to the Court of Appeals and
supporting Affirmation. The management of Adelphia and Arahova intend to
vigorously defend this action. Management believes that this matter will not
have a material adverse effect on the financial statements of the Company.
<PAGE>

        Arahova has been sued in a class-action case, Galley vs. American
Telephone & Telegraph Corp. et al., where the plaintiffs allege, that by
requiring customers to purchase the @Home service, rather than offering the
option of access alone, Arahova and the other defendant MSO's are illegally
"tying" internet content to internet access, thereby violating both the federal
antitrust laws and California unfair trade practice statutes. The plaintiffs
also allege that the defendants have entered into an illegal conspiracy to
require all MSO's providing, or desiring to provide, the @Home service to enter
into contracts precluding them from offering any competing internet service. The
plaintiffs have recently filed an amended complaint alleging that the violations
are national in scope (rather than merely local). Arahova is vigorously
defending this case. Due to the preliminary nature of the litigation, the
outcome cannot be predicted.

        Adelphia and certain subsidiaries, including Arahova, are defendants in
several putative subscriber class action suits in state courts in Pennsylvania
and Mississippi initiated during 1999. The suits all challenge the propriety of
late fees charged by the subsidiaries to customers who fail to pay for services
in a timely manner. The suits seek injunctive relief and various formulations of
damages under various claimed causes of action under various bodies of state
law. These actions are in various stages of defense and, in one case, the
Company was required to refund the late fees, however, Adelphia has appealed
this decision. All of these actions are being defended vigorously. The outcome
of these matters cannot be predicted at this time.

        There are no other material pending legal proceedings, other than
routine litigation incidental to the business, to which Adelphia is a part of or
which any of its property is subject.

6.  Common Stockholder's Equity (Deficiency)

       Common Stock

        The voting rights with respect to the two classes of Old Arahova common
stock were as follows: Class A shares entitled the holder to one vote per share,
Class B shares entitled the holder to ten votes per share and were convertible
into shares of Class A Common Stock on a one-for-one basis. Arahova is
restricted from paying cash dividends on its common stock by its credit
agreements.

7.  Employee Benefit Plans

        Old Arahova sponsored stock option plans permitting the issuance of
incentive stock options, restricted stock and non-qualified options. In
connection with the Merger (Note 1), all outstanding options, whether or not
previously excerciscable or vested, became fully excerciseable and vested.
Option holders were given the option to exercise immediately prior to the Merger
or to rollover their options into options to acquire Adelphia Class A common
stock. Old Arahova incurred stock compensation expense of $26,232 related to
these plans during the four months ended September 30, 1999. At May 31, 1999,
there were 849,920 unvested options outstanding under the option plans.

<TABLE>
<CAPTION>
        A summary of the activity and status of the Company's stock options are presented below:

                                                                                        Average
                                                                         Stock         Exercise
                                                                        Options          Price
                                                                      -------------  -------------
<S>                                                                   <C>                <C>
                 Outstanding at May 31, 1998                            2,883,799         6.70
                 Granted                                                  118,000        18.85
                 Exercised                                               (816,098)        6.39
                 Canceled                                                 (59,003)        9.75
                                                                      -------------
                 Outstanding at May 31, 1999                            2,126,698         7.41
                 Exercised                                               (782,033)        6.66
                 Canceled                                                (909,866)        6.66
                                                                      -------------
                 Outstanding at September 30, 1999                        434,799         9.08
                 Converted to Adelphia options Outstanding               (434,799)           -
                                                                      -------------
                 Outstanding at December 31, 1999 and 2000                      -
                                                                      =============
</TABLE>
<PAGE>

        The number of the Company's options which were exercisable at May 31,
1999 and September 30, 1999 were 1,276,878 and 434,799, respectively. The
weighted average exercise prices of such options were $6.83 and $9.08 at May 31,
1999 and September 30, 1999, respectively.

        The estimated fair value of options granted during Old Arahova's fiscal
1999 was $6.96 per share.

Employee Stock Purchase Plan

        In 1985, the Company adopted the 1985 Employee Stock Purchase Plan, as
amended. Under the Plan, eligible employees (which generally included all
full-time employees of the Company) could subscribe for shares of Class A Common
Stock at a purchase price of 85% of the average market price (as defined) of the
Class A Common Stock on the first day or last day of the purchase period,
whichever was lower. Payment of the purchase price of the shares was made in
installments through payroll deductions, with no right of prepayment. The
Company reserved 1,125,767 shares of Class A Common Stock for issuance under the
Plan. The Amended Purchase Plan was administered by the Compensation Committee.
As of September 30, 1999, no shares of Class A Common Stock were subscribed for
under the Plan.

Equity Incentive Plan

        Old Arahova's 1992 Equity Incentive Plan (the "Equity Plan") permitted
the issuance of up to 1,613,945 shares of the Company's Class A Common Stock for
high levels of performance and productivity by officers and other management
employees of the Company. The Equity Plan was administered by the Company's
Board of Directors. The Plan authorized the Board of Directors to grant stock
based awards that included, but were not limited to, restricted stock,
performance shares and deferred stock. The Board of Directors determined the
recipients and provisions of the grants under the Equity Plan, including the
grant price, term and number of shares subject to grant. These stock based
awards vested over the options' respective vesting periods. Recipients were not
required to provide consideration to the Company other than rendering service.
Under Statement of Financial Accounting Standards No. 123 "Accounting for
Stock-Based Compensation" ("SFAS 123"), compensation cost was recognized over
the vesting period of the shares granted based upon the market value of the
restricted stock at the date of grant. The restricted stock awards were recorded
at the market value of the Company's stock on the date of grant. Initially, the
total market value of the restricted shares was treated as unearned compensation
and was charged to expense over the options' respective vesting periods.

        During the fiscal year ended May 31, 1999, the Company granted 270,000
shares of restricted stock with weighted average fair values at the date of
grant of $19.21 per share. Through May 31, 1999, the Company had granted
1,238,027 shares of restricted stock to 20 officers and employees of the
Company. No shares of restricted stock were granted after May 31, 1999. As of
September 30, 1999, no shares of restricted stock were outstanding. As a result
of the termination of certain executive employment agreements, substantially all
restricted shares became fully vested. These shares ceased to be restricted upon
completion of the Merger.
<PAGE>

        The Company applied APB Opinion No. 25 and related interpretations in
accounting for its plans. Accordingly, no compensation cost was recognized with
respect to their stock option and stock purchase plans during the fiscal year
ended May 31, 1999. Had compensation cost for the Company's stock option and
stock purchase plans been determined based on the fair value of the awards on
the grant dates in accordance with the accounting provisions of SFAS 123, the
Company's consolidated net income and consolidated net income per common share
for the fiscal year ended May 31, 1999 would have been increased to the pro
forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                                       Old Arahova
                                                                                     ---------------
                                                                                       Year Ended
                                                                                         May 31,
                                                                                          1999
                                                                                     ---------------
<S>                                                                                  <C>
Consolidated net income applicable to common shares:
    As reported:
    Loss from continuing operations                                                  $     (58,106)
    Gain on sale of discontinued operations                                                314,290
                                                                                     ---------------
    Net income                                                                       $     256,184
                                                                                     ===============

Pro forma:
     Loss from continuing operations                                                 $     (59,764)
     Gain on sale of discontinued operations                                               314,290
                                                                                     ---------------
Net income                                                                           $     254,526
                                                                                     ===============



                                                                                       Old Arahova
                                                                                     ---------------
                                                                                       Year Ended
                                                                                         May 31,
                                                                                          1999
                                                                                     ---------------

Consolidated net income per common share - basic & diluted
As reported:
Loss from continuing operations                                                      $        (.77)
Gain on sale of discontinued operations                                                       4.18
                                                                                     ---------------
Net income                                                                           $        3.41
                                                                                     ===============

Pro forma:
     Loss from continuing operations                                                 $        (.79)
     Gain on sale of discontinued operations                                                  4.18
                                                                                     ---------------
     Net income                                                                      $        3.39
                                                                                     ===============
</TABLE>

        The fair values of options granted during the fiscal year ended May 31,
1999 were estimated on the dates of grant using the Black-Scholes
options-pricing model with the following weighted average assumptions used:


                 Expected dividend yield                                 0%
                 Expected volatility                                 46.12%
                 Risk free interest rate                              5.75%
                 Expected lives of option grants                    3 years


        Pro forma compensation cost related to shares purchased under the
Company's Employee Stock Purchase Plan was measured based on the discount from
market value.

        Old Arahova sponsored 401(k) retirement plans covering substantially all
employees of its wholly owned cable subsidiaries. Total expense under the plans
amounted to $1,437 for the year ended May 31, 1999, and $630 for the four months
ended September 30, 1999.
<PAGE>

        New Arahova participates in an Adelphia savings 401(k) and stock
incentive plan ("Plan"). The Plan provides that eligible full-time employees may
contribute from 2% to 16% of their pre-tax compensation subject to certain
limitations. New Arahova matches contributions not exceeding 1.5% of each
participant's pre-tax compensation. During the three months ended December 31,
1999 and the year ended December 31, 2000, no significant matching contributions
were made by New Arahova. The Plan rewards full time employees with compensation
bonuses based on Adelphia Class A common stock performance. During the three
months ended December 31, 1999 and the year ended December 31, 2000, no
significant costs associated with this Plan were allocated to the Company.

8.  Taxes on Income

        Old Arahova and its corporate subsidiaries filed federal income tax
returns, which included their share of the subsidiary partnerships and joint
venture partnership results of operations. Subsequent to October 1, 1999, New
Arahova is included in Adelphia's consolidated federal income tax returns. For
New Arahova's financial reporting purposes, current and deferred income tax
assets and liabilities are computed on a separate company basis. In making the
computation of federal income taxes, current expense and net operating losses
are adjusted for the effects of filing a consolidated income tax return.
Depreciation and amortization expense differs for tax and financial statement
purposes due to the use of prescribed periods rather than useful lives for tax
purposes and also as a result of differences between tax basis and book basis of
certain acquisitions.

        The tax effects of significant items comprising Arahova's net deferred
tax liability are as follows:

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                              1999           2000
                                                                         -------------- ---------------
<S>                                                                      <C>            <C>
      Deferred tax liabilities:
        Differences between book and tax basis of property, plant and
          equipment and intangible assets                                $   1,837,007  $   2,019,064
                                                                         -------------- ---------------
      Deferred tax assets:
        Tax credits and other assets                                            14,616         69,598
        Operating loss carryforwards                                           199,027        223,954
                                                                         -------------- ---------------
                                                                               213,643        293,552
        Valuation allowance                                                    (11,326)       (37,216)
                                                                         -------------- ---------------

            Subtotal                                                           202,317        256,336
                                                                         -------------- ---------------

        Net deferred tax liability                                       $   1,634,690  $   1,762,728
                                                                         ============== ===============
</TABLE>

        For the three months ended December 31, 1999, there was no change in the
valuation allowance. There was a decrease in the valuation allowance of $94,402
due to the Merger on October 1, 1999. There was an increase in the valuation
allowance of $25,890 regarding state income taxes for the year ended December
31, 2000.
<PAGE>

        Income tax benefit (expense) is as follows:

<TABLE>
<CAPTION>
                                                 Old Arahova                       New Arahova
                                       ------------------------------  -----------------------------------
                                            Year       Four Months      Three Months
                                           Ended          Ended             Ended           Year Ended
                                           May 31,     September 30,     December 31,       December 31,
                                            1999           1999             1999               2000
                                       ------------- ----------------  ---------------- ------------------
<S>                                    <C>           <C>               <C>              <C>
                    Current            $   (12,165)  $       (5,635)   $       (6,175)  $        (18,262)
                    Deferred                  (121)            (202)            9,540             63,116
                                       ------------- ----------------  ---------------- ------------------

                          Total        $   (12,286)  $       (5,837)   $        3,365   $         44,854
                                       ============= ================  ================ ==================
</TABLE>

         Income tax benefit (expense) is included in the Company's consolidated
financial statements as follows:

<TABLE>
<CAPTION>
                                                 Old Arahova                        New Arahova
                                        ------------------------------  ---------------------------------

                                            Year         Four Months      Three Months
                                            Ended           Ended            Ended         Year Ended
                                           May 31,      September 30,     December 31,     December 31,
                                            1999            1999              1999             2000
                                        ------------- ----------------  ---------------- ----------------
<S>                                          <C>      <C>               <C>              <C>
               Continuing operations    $   13,453    $       (5,837)   $        3,365   $       44,854
               Discontinued operations      (25,739)               -                 -                -
                                        ------------- ----------------  ---------------- ----------------

                       Total            $   (12,286)  $       (5,837)   $        3,365   $       44,854
                                        ============= ================  ================ ================
</TABLE>

        A reconciliation of the statutory federal income tax rate and Arahova's
effective income tax rate for continuing operations is as follows:

<TABLE>
<CAPTION>
                                                                Old Arahova                     New Arahova
                                                        --------------------------- ----------------------------------
                                                           Year      Four Months      Three Months
                                                          Ended         Ended            Ended           Year Ended
                                                         May 31,    September 30,     December 31,      December 31,
                                                           1999          1999             1999              2000
                                                        ----------- --------------- ---------------- -----------------
<S>                                                          <C>            <C>           <C>                <C>
          Statutory federal income tax rate                  35%             35%           35%               35%
          Change in federal valuation allowance              (8%)            (7%)           -                 -
          State taxes, net of federal benefit                 2%             (2%)           7%               (3%)
          Non deductible compensation
            and merger and integration costs                 (7%)           (26%)           -                 -
          Goodwill                                           (2%)            (1%)         (20%)              (7%)
          Other                                              (1%)            (2%)           -                (1%)
                                                        ----------- --------------- ---------------- -----------------
          Effective income tax benefit (expense) rate        19%             (3%)          22%               24%
                                                        =========== =============== ================ =================
</TABLE>

        At December 31, 2000, Arahova and its corporate subsidiaries had net
operating loss carryforwards for federal income tax purposes of approximately
$516,942 expiring through 2020 as follows:

2001       $  3,856     2006   $ 18,744     2011   $  45,221   2016  $       -
2002          4,104     2007     18,129     2012           -   2017      2,099
2003         63,359     2008     56,146     2013           -   2018     36,835
2004         69,254     2009     48,319     2014           -   2019         -
2005         50,122     2010     61,739     2015           -   2020     39,015
<PAGE>

9.  Disclosures about Fair Value of Financial Instruments

        Included in Arahova's financial instrument portfolio are cash and cash
equivalents, investments in marketable securities, fixed and variable rate debt,
and an interest rate swap. The carrying value of cash and cash equivalents,
variable rate debt and investments in marketable securities approximate their
fair values at December 31, 1999 and 2000. The fair value of the fixed rate debt
at December 31, 1999 and 2000 was $1,938,335 and $1,690,975, respectively. The
fair value of the fixed rate debt exceeded the carrying value by approximately
$40,900 and the carrying value exceeded the fair value by approximately $105,200
at December 31, 1999 and 2000, respectively. At December 31, 2000, Arahova would
have received approximately $162 to settle its interest rate swap agreement,
representing the excess of fair value over carrying value of this agreement. The
fair values of the debt and interest rate swap were based upon quoted market
prices of similar instruments or on rates available to Arahova for instruments
of similar terms and remaining maturities.

10. Related Party Transactions

        Old Arahova purchased workers' compensation and general liability
insurance from Sentry Insurance (a holder of approximately 1% of Old Arahova
Class B common stock until June 1998) and its affiliated companies. The Company
paid a total of $4,112, for such insurance for the fiscal year ended May 31,
1999.

        Leavy Rosensweig & Hyman of which David Z. Rosensweig is a member,
served as General Counsel to Old Arahova. Mr. Rosensweig was also a director and
secretary of Old Arahova. Old Arahova paid approximately $1,743 to Leavy
Rosensweig & Hyman for the fiscal year ended May 31, 1999.

        At the effective time of the Merger, Century sold its shares of Class A
common stock of Citizens to Dr. Leonard Tow, former Chairman and Chief Executive
Officer of Century at fair market value, based on the closing market price of
such shares on the date the Merger Agreement was signed. Based on that closing
price, the aggregate sales price was approximately $39,800.

        New Arahova has agreements with affiliates which provide for payment of
fees to New Arahova. The aggregate fee revenues from affiliates amounted to
approximately $0 and $1,800 for the three months ended December 31, 1999 and the
year ended December 31, 2000, respectively.

        New Arahova periodically receives funds from and advances funds to
Adelphia. Arahova charged $13,278 and $27,853 of interest to Adelphia on such
receivables for the three months ended December 31, 1999 and the year ended
December 31, 2000, respectively.

11. Subsequent Events

        On January 1, 2001, Adelphia closed on its previously announced
agreement to swap certain cable systems of Adelphia and its wholly owned
subsidiaries with Comcast Corporation ("Comcast") in a geographic
rationalization of the companies' respective markets. As part of this
transaction, Arahova added approximately 168,000 subscribers in the Los Angeles,
CA and West Palm/Fort Pierce, FL areas. In exchange, Comcast received Arahova
systems serving approximately 178,000 subscribers in New Jersey, New Mexico and
Indiana. The cable systems exchange has been recorded at fair value and purchase
accounting has been applied as of the date of the transaction.

        On January 3, 2001, certain subsidiaries of Adelphia closed on a new
short term secured revolving credit facility. The facility is scheduled to
expire November 30, 2001 and provides for initial lending commitments of
$1,300,000, subject to reduction over time and upon the occurrence of certain
events, including some debt financings and asset sales.
<PAGE>

ITEM  9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

        None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


        Not applicable.

ITEM 11.  EXECUTIVE COMPENSATION


        Not applicable.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Not applicable.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Not applicable.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 (a) Documents incorporated by reference of filed with this report.

    Financial statements, schedules and exhibits not listed have been omitted
    where the required information is included in the consolidated financial
    statements or notes thereto, or is not applicable or required.

(1) A listing of the consolidated financial statements, notes and independent
    auditors' report required in Item 8 are listed in the index in Item 8 of
    this Annual Report on Form 10-K.

(2) Financial statement schedules:
         The following are included in this Report:
                Schedule I  -- Condensed Financial Information of the Registrant
                Schedule II -- Valuation and Qualifying Accounts

(3) Exhibits

Exhibit
Number                                      Description
------                                      -----------


2.1      Agreement and Plan of Merger, dated as of March 5, 1999, by and among
         the Company, Adelphia Communications Corporation and Adelphia
         Acquisition Subsidiary, Inc. as amended by the First Amendment to the
         Agreement and Plan of Merger, dated as of July 12, 1999 and the Second
         Amendment to the Agreement and Plan of Merger, dated as of July 29,
         1999. (File No. 0-16899)
<PAGE>

2.2      First Amendment to Agreement and Plan of Merger dated as of July 12,
         1999 with respect to merger with Century Communications Corp.
         (Incorporated herein by reference is Exhibit 2.01 to Adelphia's Current
         Report on Form 8-K for the event dated July 12, 1999.) (File No.
         0-16014).

2.3      Second Amendment to Agreement and Plan of Merger dated as of July 29,
         1999 with respect to merger with Century Communications Corp.
         (Incorporated herein by reference is Exhibit 2.02 to Adelphia's Current
         Report on Form 8-K for the event dated July 12, 1999.) (File
         No.-16014).

3.1      Certificate of Incorporation of the Company (filed as Exhibit 3(i) to
         the Company's Quarterly Report on Form 10-Q for the quarter ended
         August 31, 1999 and incorporated herein by reference. (File No.
         0-16899)

3.2      By-laws of the Company, as amended (filed as Exhibit 3(ii) to the
         Company's Quarterly Report on Form 10-Q for the quarterly period ended
         August 31, 1999, and incorporated herein by reference. (File No.
         0-16899)

4.1      Indenture, dated as of November 15, 1988, by and between the Company
         and the Bank of Montreal Trust Company as Trustee (filed as Exhibit
         4(l) to Amendment No. 7 to the Company's Registration Statement on Form
         S-1 (File No. 33-21394) under the Securities Act of 1933, as amended
         (the "1988 Form S-1"); said 1988 Form S-1 having been filed with the
         Commission on April 22, 1988 and incorporated herein by reference, and
         said Amendment No. 7 to the 1988 Form S-1 having been filed with the
         Commission on November 10, 1988 and incorporated herein by reference).
         (File No. 0-16899)

4.2      Indenture, dated as of October 15, 1991, by and between the Company and
         the Bank of Montreal Trust Company, as Trustee (filed as Exhibit 4.2 to
         Amendment No. 2 to the Company's Registration Statement on Form S-3
         (File No. 33-33787) under the Securities Act of 1933, as amended (the
         "1991 Form S-3"); said 1991 Form S-3 having been filed with the
         Commission on August 31, 1990 and incorporated herein by reference, and
         said Amendment No. 2 to the 1991 Form S-3 having been filed with the
         Commission on March 1, 1991 and incorporated herein by reference).
         (File No. 0-16899)

4.3      First Supplemental Indenture, dated as of October 15, 1991, by and
         between the Company and the Bank of Montreal Trust Company, as Trustee
         (filed as Exhibit 7(2) to the Company's current report on Form 8-K,
         dated October 17, 1991 and incorporated herein by reference). (File No.
         0-16899)

4.4      Indenture, dated as of February 15, 1992, by and between the Company
         and the Bank of America National Trust and Savings Association, as
         Trustee (filed as Exhibit 4.3 to Amendment No. 2 to the Company's
         Registration Statement on Form S-3 (File No. 33-33787) under the
         Securities Act of 1933, as amended (the "1991 Form S-3"); said 1991
         Form S-3 having been filed with the Commission on March 9, 1990 and
         incorporated herein by reference, and said Amendment No. 2 to the 1991
         Form S-3 having been filed with the Commission on March 1, 1991 and
         incorporated herein by reference). (File No. 0-16899)

4.5      First Supplemental Indenture, dated as of February 15, 1992, by and
         between the Company and the Bank of America National Trust and Savings
         Association, as Trustee (filed as Exhibit 4(t) to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1992 and
         incorporated herein by reference). (File No. 0-16899)

4.6      Second Supplemental Indenture, dated as of August 15, 1992, by and
         between the Company and Bank of America National Trust and Savings
         Association, as Trustee (filed as Exhibit 4(u) to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1992 and
         incorporated herein by reference). (File No. 0-16899)

4.7      Third Supplemental Indenture, dated as of April 1, 1993, by and between
         the Company and Bank of America National Trust and Savings Association,
         as Trustee (filed as Exhibit 4(v) to the Company's Annual Report on
         Form 10-K for the fiscal year ended May 31, 1993 and incorporated
         herein by reference). (File No. 0-16899)

4.8      Fourth Supplemental Indenture, dated as of March 6, 1995, by and
         between the Company and Bank of America National Trust and Savings
         Association, as Trustee (filed as Exhibit 4(w) to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1995, and
         incorporated herein by reference). (File No. 0-16899)
<PAGE>

4.9      Fifth Supplemental Indenture, dated as of January 23, 1997, by and
         between the Company and First Trust of California, National
         Association, successor trustee to Bank of America National Trust and
         Savings Association, as Trustee (filed as Exhibit 4.10 to the Company's
         Annual Report on Form 10-K for the fiscal year ended May 31, 1997, and
         incorporated herein by reference). (File No. 0-16899)

4.10     Sixth Supplemental Indenture, dated as of September 29, 1997, between
         the Company and First Trust of California, National Association,
         successor trustee to Bank of America National Trust and Savings
         Association, as Trustee (filed as Exhibit 10.2 to the Company's
         Quarterly Report on Form 10-Q for the quarterly period ended August 31,
         1997, and incorporated herein by reference). (File No. 0-16899)

4.11     Seventh Supplemental Indenture dated as of November 13, 1997 between
         the Company and First Trust of California, National Association,
         successor trustee to Bank of America National Trust and Savings
         Association, as Trustee (filed as Exhibit 4.1 to the Company's
         Quarterly Report on Form 10-Q for the quarterly period ended November
         30, 1997, and incorporated herein by reference). (File No. 0-16899)

4.12     Eighth Supplemental Indenture dated as of December 10, 1997 between the
         Company and First Trust of California, National Association, as trustee
         (filed as Exhibit 4.13 to the Company's Form 10-K for the year ended
         May 31, 1999 and incorporated herein by reference). (File No. 0-16899)

4.13     Ninth Supplemental Indenture, dated as of October 1, 1999 between
         Arahova Communications, Inc. ("Arahova") and U.S. Bank Trust National
         Association (the "Trustee"), successor trustee to Bank of America
         National Trust and Savings Association, to the Indenture, dated as of
         February 15, 1992 between Century Communications Corp. and the Trustee
         (Incorporated herein by reference is Exhibit 4.01 to Form 10-Q for
         Arahova for the quarter ended November 30, 1999.) (File No. 0-16899).

4.14     Indenture, dated as of January 15, 1998 between the Company and First
         Trust of California, National Association, as Trustee (filed as Exhibit
         4 to the Company's Registration Statement on Form S-4 (File No.
         333-47161) under the Securities Act of 1933, as amended (the "1998 Form
         S-4"); said 1998 Form S-4 having been filed with the Commission on
         March 2, 1998 and incorporated herein by reference). (File No. 0-16899)

4.15     First Supplemental Indenture, dated as of October 1, 1999 between
         Arahova Communications, Inc. and U.S. Bank Trust National Association
         (the "Trustee"), to the Indenture, dated as of January 15, 1998 between
         Century Communications Corp. and the Trustee (Incorporated herein by
         reference is Exhibit 4.02 to Form 10-Q for Arahova for the quarter
         ended November 30, 1999.) (File No. 0-16899).

*10.1    Employment Agreement, dated as of January 1, 1997, between the Company
         and Scott N. Schneider (filed as Exhibit 10.4 to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1997, and
         incorporated herein by reference). (File No. 0-16899)

*10.2    Employment Agreement, dated as of January 1, 1997, between the Company
         and Michael G. Harris (filed as Exhibit 10.5 to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1997, and
         incorporated herein by reference). (File No. 0-16899)

*10.3    Employment Agreement, dated as of January 1, 1997, between the Company
         and Frank Tow (filed as Exhibit 10.6 to the Company's Annual Report on
         Form 10-K for the fiscal year ended May 31, 1997, and incorporated
         herein by reference). (File No. 0-16899)

10.4     Agreement for lease dated as of January 1, 1997 by and between Locust
         Avenue Associates Limited Partnership and Century Texas (filed as
         Exhibit 10.11 to the Company's Annual Report on Form 10-K for the
         fiscal year ended May 31, 1997, and incorporated herein by reference).
         (File No. 0-16899)

*10.5    1994 Stock Option Plan of the Company (filed as Exhibit 10(v)(3) to the
         Company's Annual Report on Form 10-K for the fiscal year ended May 31,
         1995, and incorporated herein by reference). (File No. 0-16899)
<PAGE>

10.6     Amendment No. 1 to Management Agreement and Joint Venture Agreement
         (Century ML Venture), dated September 21, 1987, between Century Texas
         and ML Media Partners, L.P., a Delaware limited partnership (filed as
         Exhibit 10(w) to the Company's Annual Report on Form 10-K for the
         fiscal year ended May 31, 1989 and incorporated herein by reference).
         (File No. 0-16899)

10.7     Management Agreement and Joint Venture Agreement (Century-ML Radio
         Venture), dated as of February 15, 1989, between Century Texas and ML
         Media Partners, L.P., a Delaware limited partnership (filed as Exhibit
         10(x) to the Company's Annual Report on Form 10-K for the fiscal year
         ended May 31, 1989 and incorporated herein by reference). (File No.
         0-16899)

10.8     Credit Agreement dated as of April 15, 1997 among Citizens Century
         Cable Television Venture, Bank of America, National Trust and Savings
         Association, as Syndication Agent, and Societe General, as Agent,
         Corestates Bank, N.A., The First National Bank of Boston, LTCB Trust
         Company, and PNC Bank, National Association, as Co-Agents, and each of
         the bank parties thereto (filed as Exhibit 10.41 to the Company's
         Annual Report on Form 10-K for the fiscal year ended May 31, 1997, and
         incorporated herein by reference). (File No. 0-16899)

10.9     Credit Agreement dated as of April 14, 2000, among Century Cable
         Holdings, LLC, Ft. Myers Cablevision, LLC and Highland Prestige
         Georgia, Inc., Bank of America, N.A. and the Chase Manhattan Bank,
         Co-Administrative Agents and Toronto Domision (Texas), Inc. Syndication
         Agent. (Incorporated by reference to Exhibit 10.01 to Adelphia
         Communication Corporation Quarterly Report on Form 10-Q for the
         quarterly period ended March 31, 2000.) (File No. 0-16014)

*10.10   Employment Agreement, dated as of January 1, 1997, between the Company
         and Bernard P. Gallagher (filed as Exhibit 10.1 to the Company's
         Quarterly Report on Form 10-Q for the quarterly period ended August 31,
         1997, and incorporated herein by reference). (File No. 0-16899)

*10.11   Modification Agreement, dated as of June 1, 1998, between the Company
         and Scott N. Schneider (filed as Exhibit 10.44 to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1998 and
         incorporated by reference). (File No.
         0-16899)

*10.12   Modification Agreement, dated as of June 1, 1998, between the Company
         and Bernard P. Gallagher (filed as Exhibit 10.45 to the Company's
         Annual Report on Form 10-K for the fiscal year ended May 31, 1998 and
         incorporated by reference). (File No.
         0-16899)

*10.13   Modification Agreement, dated as of June 1, 1998, between the Company
         and Michael G. Harris (filed as Exhibit 10.46 to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1998 and
         incorporated by reference). (File No.
         0-16899)

*10.14   Modification Agreement, dated as of June 1, 1998, between the Company
         and Frank Tow (filed as Exhibit 10.47 to the Company's Annual Report on
         Form 10-K for the fiscal year ended May 31, 1998 and incorporated by
         reference). (File No. 0-16899)

*10.15   Employment Agreement, dated as of July 1, 1997, between the Company and
         Leonard Tow (filed as Exhibit 10.48 to the Company's Annual Report on
         Form 10-K for the fiscal year ended May 31, 1998 and incorporated by
         reference). (File No. 0-16899)

10.16    Agreement and Plan of Merger, dated as of July 2, 1998, between
         Centennial Cellular Corp. and CCW Acquisition Corp (filed as Exhibit
         10.49 to the Company's Annual Report on Form 10-K for the fiscal year
         ended May 31, 1998 and incorporated by reference). (File No. 0-16899)

10.17    Stockholder Agreement, dated as of July 2, 1998, between CCW
         Acquisition Corp. and Century Communications Corp (filed as Exhibit
         10.50 to the Company's Annual Report on Form 10-K for the fiscal year
         ended May 31, 1998 and incorporated by reference). (File No. 0-16899)
<PAGE>

10.18    Agreement of Limited Partnership of Century-TCI California
         Communications, LP., dated as of December 7, 1999 (Incorporated herein
         by reference is Exhibit 10.115 to the Form 10-K for Adelphia
         Communications Corporation for the year ended December 31, 1999). (File
         No. 0-16014)

10.19    Credit Agreement dated as of December 3, 1999 among Century-TCI
         California, L.P., Certain Lenders, Societe Generale and Deutsche Bank
         Securities, Inc., as Co-Syndication Agents, Salomon Smith Barney Inc.
         as Lead Arranger and Sole Book Manager, Mellon Bank, N.A. as
         Documentation Agent and Citibank, N.A. as Administrative Agent
         (Incorporated herein by reference is Exhibit 10.116 to the Form 10-K
         for Adelphia Communications Corporation for the year ended December 31,
         1999). (File No. 0-16014)

* Denotes management contracts and compensatory plans and arrangements required
  to be identified by Item 14(a)(3).

(a)      The Registrant will furnish to the Commission upon request copies of
         instruments not filed herewith which authorize the issuance of
         long-term obligations of Registrant or its Subsidiaries not in excess
         of 10% of the Registrant's total assets on a consolidated basis.

(b)      The Registrant filed Form 8-Ks during the quarter ended December 31,
         2000.

(c)      The Company hereby files as exhibits to this Annual Report on Form 10-K
         the exhibits set forth in Item 14(a)(3) hereof which are not
         incorporated by reference.

(d)      The Company hereby files as financial statement schedules to this
         Annual Report on Form 10-K the financial statement schedules set forth
         in Item 14(a)(2) hereof.
<PAGE>

<TABLE>
<CAPTION>
                                             SCHEDULE I (Page 1 of 3)
                             ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
                 Condensed Information as to the Financial Position of the Registrant
                                        (Dollars in thousands)
                                                                                 December 31,
                                                                            1999              2000
                                                                       ---------------   ---------------
ASSETS
<S>                                                                    <C>               <C>
Investment in and net advances to cable television
  subsidiaries and related parties                                     $   5,205,427     $   5,423,543
Cash and cash equivalents                                                        408                 -
Other assets - net                                                            23,448            20,180
                                                                       ---------------     -------------
          Total                                                        $   5,229,283     $   5,443,723
                                                                       ===============   ===============

LIABILITIES AND STOCKHOLDER'S EQUITY

Parent debt                                                            $   1,832,939     $   1,753,377
Accrued interest and other liabilities                                        37,369            31,321
                                                                       ---------------   ---------------
          Total liabilities                                                1,870,308         1,784,698

Stockholder's equity - see consolidated financial
  statements included herein for details                                   3,358,975  *      3,659,025
                                                                       ---------------     -------------
          Total                                                        $   5,229,283     $   5,443,723
                                                                       ===============   ===============

<FN>
*Excludes $442,120 of related party receivables - net shown in consolidated balance sheet as of December 31,1999.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                             SCHEDULE I (Page 2 of 3)
                                  ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
                           Condensed Information as to the Operations of the Registrant
                                              (Dollars in thousands)

                                                                                   Three Months
                                                                                       Ended          Year Ended
                                                                                    December 31,     December 31,
                                                                                       1999              2000
                                                                                 ----------------- ---------------
<S>                                                                              <C>               <C>
INCOME
Income from parent                                                               $       13,278    $      23,777
                                                                                 ----------------- ---------------

EXPENSES
Amortization                                                                                866            3,345
Interest expense, net of interest income from subsidiaries of $161,583 in 2000           31,933           20,000
                                                                                 ----------------- ---------------
          Total                                                                          32,799           23,345
                                                                                 ----------------- ---------------

(Loss) income before equity in net income of subsidiaries                               (19,521)             432

Equity in net income (loss) of subsidiaries                                               7,350         (145,311)
                                                                                 ----------------- ---------------
Net loss                                                                         $      (12,171)   $    (144,879)
                                                                                 ================= ===============
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                              SCHEDULE I (Page 3 of 3)
                                   ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
                            Condensed Information as to the Cash Flows of the Registrant
                                               (Dollars in thousands)
                                                                                    Three Months
                                                                                        Ended          Year Ended
                                                                                     December 31,      December 31,
                                                                                        1999               2000
                                                                                 ------------------  ----------------
Cash flows from operating activities:
<S>                                                                              <C>                 <C>
  Net loss                                                                       $        (12,171)   $     (144,879)
    Adjustments to reconcile net loss to net cash
      provided by operating activities:
        Equity in net (income) loss of subsidiaries                                        (7,350)          145,311
        Amortization                                                                          866             3,345
        Noncash interest expense                                                           12,238            70,438
        Change in operating assets and liabilities:
           Accrued interest and other liabilities                                          10,967            (5,871)
                                                                                 ------------------  ----------------
Net cash provided by operating activities                                                   4,550            68,344
                                                                                 ------------------  ----------------

Cash flows from investing activities:
  Investments in and advances to subsidiaries and related parties - net                    (4,550)           81,328
                                                                                 ------------------  ----------------

Cash flows from financing activities:
  Repayments of debt                                                                            -          (150,000)
  Costs associated with debt financings                                                         -               (80)
                                                                                 ------------------  ----------------
Net cash used for financing activities                                                          -          (150,080)
                                                                                 ------------------  ----------------

Net decrease in cash and cash equivalents                                                       -              (408)
                                                                                 ------------------  ----------------

Cash and cash equivalents, beginning of period                                                408               408
                                                                                 ------------------  ----------------

Cash and cash equivalents, end of period                                         $            408    $            -
                                                                                 ==================  ================

Supplemental disclosure of cash flow activity -
  Cash payments for interest                                                     $          8,732    $      116,535
                                                                                 ==================  ================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                        SCHEDULE II
                                                        -----------
                                       ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
                                             VALUATION AND QUALIFYING ACCOUNTS
                                                   (Dollars in thousands)

                                                 Balance at      Charged to                                        Balance
                                                  Beginning       Costs and     Deductions-                        at End
                                                  of Period       Expenses      Write-Offs     Acquisitions       of Period
                                               --------------  --------------  --------------  --------------  --------------

Three Months Ended December 31, 1999

<S>                                            <C>             <C>             <C>             <C>
Allowance for doubtful accounts                $      2,260    $      3,194    $     (1,881)   $          -    $      3,573
                                               ==============  ==============  ==============  ==============  ==============

Valuation allowance for deferred tax assets    $    105,728    $          -    $          -    $    (94,402)   $     11,326
                                               ==============  ==============  ==============  ==============  ==============

Year Ended December 31, 2000

Allowance for doubtful accounts                $      3,573    $     16,513    $    (17,510)   $        471    $      3,047
                                               ==============  ==============  ==============  ==============  ==============

Valuation allowance for deferred tax assets    $     11,326    $     25,890    $          -    $          -    $     37,216
                                               ==============  ==============  ==============  ==============  ==============
</TABLE>
<PAGE>

                                                       SIGNATURES


        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                           ARAHOVA COMMUNICATIONS, INC.

April 2, 2001         By:  /s/ Timothy J. Rigas
                           ---------------------
                           Timothy J. Rigas, Director, Executive Vice President,
                           Chief Financial Officer, Chief Accounting Officer,
                           and Treasurer



        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


April 2, 2001              /s/ John J. Rigas
                           ------------------
                           John J. Rigas,
                           Director

April 2, 2001              /s/ Timothy J. Rigas
                           ---------------------
                           Timothy J. Rigas, Director, Executive Vice President,
                           Chief Financial Officer, Chief Accounting Officer,
                           and Treasurer


April 2, 2001              /s/ Michael J. Rigas
                           --------------------
                           Michael J. Rigas,
                           Director


April 2, 2001              /s/ James P. Rigas
                           -------------------
                           James P. Rigas,
                           Director
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                                      Description
------                                      -----------


2.1      Agreement and Plan of Merger, dated as of March 5, 1999, by and among
         the Company, Adelphia Communications Corporation and Adelphia
         Acquisition Subsidiary, Inc. as amended by the First Amendment to the
         Agreement and Plan of Merger, dated as of July 12, 1999 and the Second
         Amendment to the Agreement and Plan of Merger, dated as of July 29,
         1999. (File No. 0-16899)

2.2      First Amendment to Agreement and Plan of Merger dated as of July 12,
         1999 with respect to merger with Century Communications Corp.
         (Incorporated herein by reference is Exhibit 2.01 to Adelphia's Current
         Report on Form 8-K for the event dated July 12, 1999.) (File No.
         0-16014).

2.3      Second Amendment to Agreement and Plan of Merger dated as of July 29,
         1999 with respect to merger with Century Communications Corp.
         (Incorporated herein by reference is Exhibit 2.02 to Adelphia's Current
         Report on Form 8-K for the event dated July 12, 1999.) (File
         No.-16014).

3.1      Certificate of Incorporation of the Company (filed as Exhibit 3(i) to
         the Company's Quarterly Report on Form 10-Q for the quarter ended
         August 31, 1999 and incorporated herein by reference. (File No.
         0-16899)

3.2      By-laws of the Company, as amended (filed as Exhibit 3(ii) to the
         Company's Quarterly Report on Form 10-Q for the quarterly period ended
         August 31, 1999, and incorporated herein by reference. (File No.
         0-16899)

4.1      Indenture, dated as of November 15, 1988, by and between the Company
         and the Bank of Montreal Trust Company as Trustee (filed as Exhibit
         4(l) to Amendment No. 7 to the Company's Registration Statement on Form
         S-1 (File No. 33-21394) under the Securities Act of 1933, as amended
         (the "1988 Form S-1"); said 1988 Form S-1 having been filed with the
         Commission on April 22, 1988 and incorporated herein by reference, and
         said Amendment No. 7 to the 1988 Form S-1 having been filed with the
         Commission on November 10, 1988 and incorporated herein by reference).
         (File No. 0-16899)

4.2      Indenture, dated as of October 15, 1991, by and between the Company and
         the Bank of Montreal Trust Company, as Trustee (filed as Exhibit 4.2 to
         Amendment No. 2 to the Company's Registration Statement on Form S-3
         (File No. 33-33787) under the Securities Act of 1933, as amended (the
         "1991 Form S-3"); said 1991 Form S-3 having been filed with the
         Commission on August 31, 1990 and incorporated herein by reference, and
         said Amendment No. 2 to the 1991 Form S-3 having been filed with the
         Commission on March 1, 1991 and incorporated herein by reference).
         (File No. 0-16899)

4.3      First Supplemental Indenture, dated as of October 15, 1991, by and
         between the Company and the Bank of Montreal Trust Company, as Trustee
         (filed as Exhibit 7(2) to the Company's current report on Form 8-K,
         dated October 17, 1991 and incorporated herein by reference). (File No.
         0-16899)

4.4      Indenture, dated as of February 15, 1992, by and between the Company
         and the Bank of America National Trust and Savings Association, as
         Trustee (filed as Exhibit 4.3 to Amendment No. 2 to the Company's
         Registration Statement on Form S-3 (File No. 33-33787) under the
         Securities Act of 1933, as amended (the "1991 Form S-3"); said 1991
         Form S-3 having been filed with the Commission on March 9, 1990 and
         incorporated herein by reference, and said Amendment No. 2 to the 1991
         Form S-3 having been filed with the Commission on March 1, 1991 and
         incorporated herein by reference). (File No. 0-16899)

4.5      First Supplemental Indenture, dated as of February 15, 1992, by and
         between the Company and the Bank of America National Trust and Savings
         Association, as Trustee (filed as Exhibit 4(t) to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1992 and
         incorporated herein by reference). (File No. 0-16899)

4.6      Second Supplemental Indenture, dated as of August 15, 1992, by and
         between the Company and Bank of America National Trust and Savings
         Association, as Trustee (filed as Exhibit 4(u) to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1992 and
         incorporated herein by reference). (File No. 0-16899)
<PAGE>

4.7      Third Supplemental Indenture, dated as of April 1, 1993, by and between
         the Company and Bank of America National Trust and Savings Association,
         as Trustee (filed as Exhibit 4(v) to the Company's Annual Report on
         Form 10-K for the fiscal year ended May 31, 1993 and incorporated
         herein by reference). (File No. 0-16899)

4.8      Fourth Supplemental Indenture, dated as of March 6, 1995, by and
         between the Company and Bank of America National Trust and Savings
         Association, as Trustee (filed as Exhibit 4(w) to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1995, and
         incorporated herein by reference). (File No. 0-16899)

4.9      Fifth Supplemental Indenture, dated as of January 23, 1997, by and
         between the Company and First Trust of California, National
         Association, successor trustee to Bank of America National Trust and
         Savings Association, as Trustee (filed as Exhibit 4.10 to the Company's
         Annual Report on Form 10-K for the fiscal year ended May 31, 1997, and
         incorporated herein by reference). (File No. 0-16899)

4.10     Sixth Supplemental Indenture, dated as of September 29, 1997, between
         the Company and First Trust of California, National Association,
         successor trustee to Bank of America National Trust and Savings
         Association, as Trustee (filed as Exhibit 10.2 to the Company's
         Quarterly Report on Form 10-Q for the quarterly period ended August 31,
         1997, and incorporated herein by reference). (File No. 0-16899)

4.11     Seventh Supplemental Indenture dated as of November 13, 1997 between
         the Company and First Trust of California, National Association,
         successor trustee to Bank of America National Trust and Savings
         Association, as Trustee (filed as Exhibit 4.1 to the Company's
         Quarterly Report on Form 10-Q for the quarterly period ended November
         30, 1997, and incorporated herein by reference). (File No. 0-16899)

4.12     Eighth Supplemental Indenture dated as of December 10, 1997 between the
         Company and First Trust of California, National Association, as trustee
         (filed as Exhibit 4.13 to the Company's Form 10-K for the year ended
         May 31, 1999 and incorporated herein by reference). (File No. 0-16899)

4.13     Ninth Supplemental Indenture, dated as of October 1, 1999 between
         Arahova Communications, Inc. ("Arahova") and U.S. Bank Trust National
         Association (the "Trustee"), successor trustee to Bank of America
         National Trust and Savings Association, to the Indenture, dated as of
         February 15, 1992 between Century Communications Corp. and the Trustee
         (Incorporated herein by reference is Exhibit 4.01 to Form 10-Q for
         Arahova for the quarter ended November 30, 1999.) (File No. 0-16899).

4.14     Indenture, dated as of January 15, 1998 between the Company and First
         Trust of California, National Association, as Trustee (filed as Exhibit
         4 to the Company's Registration Statement on Form S-4 (File No.
         333-47161) under the Securities Act of 1933, as amended (the "1998 Form
         S-4"); said 1998 Form S-4 having been filed with the Commission on
         March 2, 1998 and incorporated herein by reference). (File No. 0-16899)

4.15     First Supplemental Indenture, dated as of October 1, 1999 between
         Arahova Communications, Inc. and U.S. Bank Trust National Association
         (the "Trustee"), to the Indenture, dated as of January 15, 1998 between
         Century Communications Corp. and the Trustee (Incorporated herein by
         reference is Exhibit 4.02 to Form 10-Q for Arahova for the quarter
         ended November 30, 1999.) (File No. 0-16899).

10.1     Employment Agreement, dated as of January 1, 1997, between the Company
         and Scott N. Schneider (filed as Exhibit 10.4 to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1997, and
         incorporated herein by reference). (File No. 0-16899)

10.2     Employment Agreement, dated as of January 1, 1997, between the Company
         and Michael G. Harris (filed as Exhibit 10.5 to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1997, and
         incorporated herein by reference). (File No. 0-16899)

10.3     Employment Agreement, dated as of January 1, 1997, between the Company
         and Frank Tow (filed as Exhibit 10.6 to the Company's Annual Report on
         Form 10-K for the fiscal year ended May 31, 1997, and incorporated
         herein by reference). (File No. 0-16899)

10.4     Agreement for lease dated as of January 1, 1997 by and between Locust
         Avenue Associates Limited Partnership and Century Texas (filed as
         Exhibit 10.11 to the Company's Annual Report on Form 10-K for the
         fiscal year ended May 31, 1997, and incorporated herein by reference).
         (File No. 0-16899)

10.5     1994 Stock Option Plan of the Company (filed as Exhibit 10(v)(3) to the
         Company's Annual Report on Form 10-K for the fiscal year ended May 31,
         1995, and incorporated herein by reference). (File No. 0-16899)
<PAGE>

10.6     Amendment No. 1 to Management Agreement and Joint Venture Agreement
         (Century ML Venture), dated September 21, 1987, between Century Texas
         and ML Media Partners, L.P., a Delaware limited partnership (filed as
         Exhibit 10(w) to the Company's Annual Report on Form 10-K for the
         fiscal year ended May 31, 1989 and incorporated herein by reference).
         (File No. 0-16899)

10.7     Management Agreement and Joint Venture Agreement (Century-ML Radio
         Venture), dated as of February 15, 1989, between Century Texas and ML
         Media Partners, L.P., a Delaware limited partnership (filed as Exhibit
         10(x) to the Company's Annual Report on Form 10-K for the fiscal year
         ended May 31, 1989 and incorporated herein by reference). (File No.
         0-16899)

10.8     Credit Agreement dated as of April 15, 1997 among Citizens Century
         Cable Television Venture, Bank of America, National Trust and Savings
         Association, as Syndication Agent, and Societe General, as Agent,
         Corestates Bank, N.A., The First National Bank of Boston, LTCB Trust
         Company, and PNC Bank, National Association, as Co-Agents, and each of
         the bank parties thereto (filed as Exhibit 10.41 to the Company's
         Annual Report on Form 10-K for the fiscal year ended May 31, 1997, and
         incorporated herein by reference). (File No. 0-16899)

10.9     Credit Agreement dated as of April 14, 2000, among Century Cable
         Holdings, LLC, Ft. Myers Cablevision, LLC and Highland Prestige
         Georgia, Inc., Bank of America, N.A. and the Chase Manhattan Bank,
         Co-Administrative Agents and Toronto Domision (Texas), Inc. Syndication
         Agent. (Incorporated by reference to Exhibit 10.01 to Adelphia
         Communication Corporation Quarterly Report on Form 10-Q for the
         quarterly period ended March 31, 2000.) (File No. 0-16014)

10.10    Employment Agreement, dated as of January 1, 1997, between the Company
         and Bernard P. Gallagher (filed as Exhibit 10.1 to the Company's
         Quarterly Report on Form 10-Q for the quarterly period ended August 31,
         1997, and incorporated herein by reference). (File No. 0-16899)

10.11    Modification Agreement, dated as of June 1, 1998, between the Company
         and Scott N. Schneider (filed as Exhibit 10.44 to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1998 and
         incorporated by reference). (File No.
         0-16899)

10.12    Modification Agreement, dated as of June 1, 1998, between the Company
         and Bernard P. Gallagher (filed as Exhibit 10.45 to the Company's
         Annual Report on Form 10-K for the fiscal year ended May 31, 1998 and
         incorporated by reference). (File No.
         0-16899)

10.13    Modification Agreement, dated as of June 1, 1998, between the Company
         and Michael G. Harris (filed as Exhibit 10.46 to the Company's Annual
         Report on Form 10-K for the fiscal year ended May 31, 1998 and
         incorporated by reference). (File No.
         0-16899)

10.14    Modification Agreement, dated as of June 1, 1998, between the Company
         and Frank Tow (filed as Exhibit 10.47 to the Company's Annual Report on
         Form 10-K for the fiscal year ended May 31, 1998 and incorporated by
         reference). (File No. 0-16899)

10.15    Employment Agreement, dated as of July 1, 1997, between the Company and
         Leonard Tow (filed as Exhibit 10.48 to the Company's Annual Report on
         Form 10-K for the fiscal year ended May 31, 1998 and incorporated by
         reference). (File No. 0-16899)

10.16    Agreement and Plan of Merger, dated as of July 2, 1998, between
         Centennial Cellular Corp. and CCW Acquisition Corp (filed as Exhibit
         10.49 to the Company's Annual Report on Form 10-K for the fiscal year
         ended May 31, 1998 and incorporated by reference). (File No. 0-16899)

10.17    Stockholder Agreement, dated as of July 2, 1998, between CCW
         Acquisition Corp. and Century Communications Corp (filed as Exhibit
         10.50 to the Company's Annual Report on Form 10-K for the fiscal year
         ended May 31, 1998 and incorporated by reference). (File No. 0-16899)

10.18    Agreement of Limited Partnership of Century-TCI California
         Communications, LP., dated as of December 7, 1999 (Incorporated herein
         by reference is Exhibit 10.115 to the Form 10-K for Adelphia
         Communications Corporation for the year ended December 31, 1999). (File
         No. 0-16014)

10.19    Credit Agreement dated as of December 3, 1999 among Century-TCI
         California, L.P., Certain Lenders, Societe Generale and Deutsche Bank
         Securities, Inc., as Co-Syndication Agents, Salomon Smith Barney Inc.
         as Lead Arranger and Sole Book Manager, Mellon Bank, N.A. as
         Documentation Agent and Citibank, N.A. as Administrative Agent
         (Incorporated herein by reference is Exhibit 10.116 to the Form 10-K
         for Adelphia Communications Corporation for the year ended December 31,
         1999). (File No. 0-16014)