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


                                   FORM 10-Q/A
                                (Amendment No. 1)


 X   Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
---  of 1934

                  For the quarterly period ended March 31, 2001

___  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)

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 May 15, 2001.

*Arahova meets the conditions set forth in General Instruction H(1)(a) and (b)
to the Form 10-Q and is therefore filing with the reduced disclosure format.

<PAGE>
<TABLE>
<CAPTION>
                                             ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                            TABLE OF CONTENTS


<S>                                                                                                               <C>
PART I - FINANCIAL INFORMATION                                                                                    Page


Item 1.  Financial Statements                                                                                       3


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
              of Operations                                                                                        10

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                                                        15


Item 6.  Exhibits and Reports on Form 8-K                                                                          16

SIGNATURE                                                                                                          17

</TABLE>



SAFE HARBOR STATEMENT


    The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Form 10-Q/A, 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. and subsidiaries ("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 Form 10-Q/A 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."

Purpose of this Amendment on Form 10-Q/A

This amendment on Form 10-Q/A is being filed to give effect to the restatement
of the Company's financial statements included in Part I, Item 1, as discussed
in Note 8 thereto.

This Form 10-Q/A includes such restated financial statements and related notes
thereto for the three months ended March 31, 2000 and as of December 31, 2000,
and other information related to such restated financial statements. Except for
Items 1 and 2 of Part I, no other information included in the original report on
Form 10-Q is amended by this Form 10-Q/A.


                                      -2-
<PAGE>
                                             PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements

<TABLE>
<CAPTION>
                                     ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
                                   CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
                                                 (Dollars in thousands)


                                                                                      December 31,           March 31,
                                                                                         2000*                 2001
                                                                                    ------------------  -----------------
<S>                                                                                 <C>                 <C>
ASSETS

Cable systems, at cost, net of accumulated depreciation and amortization:
   Property, plant and equipment                                                    $      2,056,685    $     2,361,795
   Intangible assets                                                                      10,216,592         10,755,732
                                                                                    ------------------  -----------------
     Total cable systems                                                                  12,273,277         13,117,527

Cash and cash equivalents                                                                     94,697             91,405
Investments                                                                                  115,883            106,130
Subscriber receivables - net                                                                  82,692             77,395
Prepaid expenses and other assets - net                                                      117,927            133,890
                                                                                    ------------------  -----------------

     Total                                                                          $     12,684,476    $    13,526,347
                                                                                    ==================  =================

LIABILITIES AND COMMON STOCKHOLDER'S EQUITY

Parent debt                                                                         $      1,753,377    $     1,771,349
Subsidiary debt                                                                            2,788,312          3,546,837
Accounts payable                                                                             288,391            235,130
Subscriber advance payments and deposits                                                      29,225             31,586
Accrued interest and other liabilities                                                       251,698            225,667
Related party payables - net                                                                 588,627            165,551
Deferred income taxes                                                                      2,176,985          2,213,108
                                                                                    ------------------  -----------------
     Total                                                                                 7,876,615          8,189,228

Minority interests                                                                           609,212            615,872

Commitments and contingencies (Note 6)

Common stockholder's equity Common stock, par value $.01 per share:
     1,000 shares authorized, issued and outstanding                                              -                  -
    Additional paid-in-capital                                                             4,357,735          4,746,179
    Accumulated (deficit) retained earnings                                                 (159,086)           (24,932)
                                                                                    ------------------  -----------------
     Total common stockholder's equity                                                     4,198,649          4,721,247
                                                                                    ------------------  -----------------

     Total                                                                          $     12,684,476    $    13,526,347
                                                                                    ==================  =================



<FN>
*As restated, see Note 8.
</FN>




<FN>
                      See the accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                     ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
                                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     AND COMPREHENSIVE INCOME (LOSS) (Unaudited)
                                                (Dollars in thousands)

                                                                                              Three Months Ended
                                                                                                  March 31,
                                                                                            2000*            2001
                                                                                        ---------------  ---------------

<S>                                                                                     <C>              <C>
Revenues                                                                                $     291,037    $     386,500

Operating expenses:
  Direct operating and programming                                                             96,018          136,838
  Selling, general and administrative                                                          47,695           64,596
  Depreciation and amortization                                                                98,304          128,434
  Management fees to managing affiliate                                                         2,040            1,688
  Merger costs                                                                                      -              874
                                                                                        ---------------  ---------------
          Total                                                                               244,057          332,430
                                                                                        ---------------  ---------------

Operating income                                                                               46,980           54,070

Other (expense) income:
  Interest expense - net                                                                      (64,068)         (97,840)
  Minority interest in income of subsidiaries                                                  (4,617)            (731)
  Gain on cable systems exchange                                                                    -          217,189
  Other                                                                                             -           (1,257)
                                                                                        ---------------  ---------------
          Total                                                                               (68,685)         117,361
                                                                                        ---------------  ---------------

(Loss) income before income taxes                                                             (21,705)         171,431
Income tax benefit (expense)                                                                    3,920          (37,277)
                                                                                        ---------------  ---------------

Net (loss) income                                                                             (17,785)         134,154

Other comprehensive loss - net of income taxes                                                 (4,997)               -
                                                                                        ---------------  ---------------

Comprehensive (loss) income                                                              $    (22,782)    $    134,154
                                                                                        ===============  ===============
















<FN>
*As restated, see Note 8.
</FN>




<FN>
                      See the accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                    ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                                (Dollars in thousands)


                                                                                            Three Months Ended
                                                                                                March 31,
                                                                                         2000*              2001
                                                                                    ----------------   ----------------
<S>                                                                                 <C>                <C>
Cash flows from operating activities:
  Net (loss) income                                                                 $      (17,785)    $      134,154
    Adjustments to reconcile net (loss) income to net cash
      provided by operating activities:
        Depreciation and amortization                                                       98,304            128,434
        Minority interest in income of subsidiaries                                          4,617                731
        (Decrease) increase in deferred taxes, net of effects of acquisitions
          and cable systems contributed by Adelphia                                         (4,473)            34,581
        Non-cash interest expense                                                           22,141             17,551
        Other                                                                                   -               1,257
        Gain on cable systems exchange                                                          -            (217,189)
        Changes in operating assets and liabilities, net of effects
          of acquisitions and cable systems contributed by Adelphia:
           Subscriber receivables                                                            8,038              6,833
           Prepaid expenses and other assets                                               (17,220)           (13,269)
           Accounts payable and accrued liabilities                                        (40,052)           (73,779)
                                                                                    ----------------   ----------------
              Net cash provided by operating activities                                     53,570             19,304
                                                                                    ----------------   ----------------

Cash flows from investing activities:
  Capital expenditures                                                                     (56,298)          (243,875)
  Amounts invested in and advanced to related parties                                      (19,211)          (389,222)
                                                                                    ----------------   ----------------
               Net cash  used for investing activities                                     (75,509)          (633,097)
                                                                                    ----------------   ----------------

Cash flows from financing activities:
  Proceeds from debt                                                                            -           2,838,192
  Repayments of debt                                                                          (238)        (2,212,165)
  Costs associated with debt financings                                                         -             (15,526)
                                                                                    ----------------   ----------------
         Net cash (used) provided by financing activities                                     (238)           610,501
                                                                                    ----------------   ----------------

Net decrease in cash and cash equivalents                                                  (22,177)            (3,292)

Cash and cash equivalents, beginning of period                                             146,078             94,697
                                                                                    ----------------   ----------------

Cash and cash equivalents, end of period                                            $      123,901     $       91,405
                                                                                    ================   ================











<FN>
*As restated, see Note 8.
</FN>




<FN>
                     See the accompanying notes to condensed consolidated
financial statements.
</FN>
</TABLE>

                                      -5-
<PAGE>
                  ARAHOVA COMMUNICATIONS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                (Dollars in thousands, except per share amounts)

1.  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. The Merger Sub is sometimes referred to herein as the
"Successor Corporation". The name of the Successor Corporation was changed to
Arahova Communications, Inc. and subsidiaries ("Arahova" or the "Company") on
October 1, 1999.

    The Company is primarily engaged in the ownership and operation of cable
television systems in the United States and earns its revenues primarily from
subscriber fees for basic, satellite, premium and ancillary services (such as
installations and equipment rental), local and national advertising sales,
digital and high speed data services and pay-per-view programming.

    Effective January 1, 2001, the Company adopted the provisions of Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities" as amended by SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities." These standards
require the Company to recognize all derivatives as either assets or liabilities
at fair value in its balance sheet. The accounting for changes in the fair value
of a derivative depends on the use of the derivative. To the extent that a
derivative is effective as a hedge of a future exposure to changes in value, the
fair value of the derivative is deferred in other comprehensive income. Any
portion considered to be ineffective is reported in the statement of operations
immediately.

    The adoption of these standards did not have a material impact on the
Company's financial statements and therefore, the transition adjustment is not
separately presented.


    The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions of Form 10-Q and Rule 10-01 of Regulation S-X. Such principles are
applied on a basis consistent with those reflected in the December 31, 2000
Annual Report on Form 10-K of the Company filed with the Securities and Exchange
Commission. The condensed consolidated financial statements contained herein
should be read in conjunction with the consolidated financial statements and
related notes contained in the Company's Form 8-K filed August 14, 2001. In the
opinion of management, the unaudited condensed consolidated financial statements
contained herein include all adjustments (consisting of only recurring
adjustments) necessary for a fair presentation of the results of operations for
the interim periods presented. These interim results of operations are not
necessarily indicative of results for future periods.


2.  Significant Events Subsequent to December 31, 2000

    On January 1, 2001, Adelphia and certain subsidiaries, including the
Company, closed on a cable systems exchange with Comcast Corporation. As a
result of this transaction, the Company added approximately 168,000 basic
subscribers in the Los Angeles, CA and West Palm/Fort Pierce, FL areas in
exchange for approximately 178,000 basic 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. As a
result of this transaction, the Company recorded a gain of approximately
$217,000, and an increase of property, plant and equipment and intangibles of
approximately $15,000 and $202,000, respectively. The Company has made a


                                      -6-
<PAGE>
preliminary allocation of the purchase accounting, which is subject to final
allocation.


    On January 3, 2001, Arahova and 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 reductions over time and upon the occurrence of certain
events, including certain debt financings and asset sales. During April 2001,
the commitment under this facility was reduced to $900,000. Subject to
compliance with the terms of this new credit facility, proceeds are available
for general corporate purposes. Proceeds were used to repay subsidiary bank debt
of Adelphia subsidiaries, including certain Arahova subsidiaries. In connection
with the closing of the January 3, 2001 credit facility, Adelphia contributed
cable systems serving approximately 352,000 subscribers to Arahova (the "January
2001 Contribution") (see Note 8), of which approximately 131,000 subscribers
were acquired by Adelphia in the January 1, 2001 Comcast cable systems exchange.


    The following unaudited financial information for the three months ended
March 31, 2000 has been presented as if the Comcast cable systems exchange and
acquisitions that were consummated during the year ended December 31, 2000 had
occurred on January 1, 2000.


<TABLE>
<CAPTION>
<S>                                       <C>

Revenues                                  $       371,988
Net loss                                          (43,465)

</TABLE>

    The above financial information excludes the gain on the cable systems
exchange of $217,189.

    On April 25, 2001, and in a related transaction on May 11, 2001, Adelphia
completed an offering of $575,000 of 3.25% convertible subordinated notes due
2021. Net proceeds from this offering, after deducting offering expenses were
approximately $563,000. Adelphia used the proceeds from the offering to repay
subsidiary bank debt of Adelphia subsidiaries, including certain Arahova
subsidiaries, a portion of which may be borrowed and used for general corporate
purposes.

3.  Debt

    Debt is summarized as follows:

<TABLE>
<CAPTION>
         Parent Debt:

                                                                               December 31,       March 31,
                                                                                   2000              2001
                                                                             ----------------- -----------------
<S>                                                                          <C>               <C>
                    9 3/4% Senior Notes due 2002                             $       201,005   $       200,792
                    Senior Discount Notes due 2003                                   354,392           363,627
                    9 1/2% Senior Notes due 2005                                     250,950           250,890
                    8 7/8% Senior Notes due 2007                                     243,805           244,066
                    8 3/4% Senior Notes due 2007                                     217,440           217,728
                    8 3/8% Senior Notes due 2017                                      94,420            94,504
                    8 3/8% Senior Notes due 2007                                      94,930            95,116
                    Senior Discount Notes due 2008                                   296,435           304,626
                                                                             ----------------- -----------------
                             Total parent debt                               $     1,753,377   $     1,771,349
                                                                             ================= =================
</TABLE>

                                      -7-
<PAGE>
<TABLE>
<CAPTION>
         Subsidiary Debt:
                                                                               December 31,        March 31,
                                                                                   2000              2001
                                                                             ----------------- ------------------
<S>                                                                           <C>              <C>

                    Notes to banks                                            $    2,714,573   $      3,480,027
                    9.47% Senior Secured Notes due 2002                               42,805             42,385
                    Other debt                                                       30,934              24,425
                                                                              ---------------- ------------------
                             Total subsidiary debt                            $    2,788,312   $      3,546,837

                                                                              ================ ==================

</TABLE>


4.  Supplemental Financial Information


    Cash payments for interest were $65,763 and $97,396 for the three months
ended March 31, 2000 and 2001, respectively. Accumulated depreciation of
property, plant and equipment amounted to $336,957 and $260,237 at December 31,
2000 and March 31, 2001, respectively. Accumulated amortization of intangible
assets amounted to $342,719 and $392,607 at December 31, 2000 and March 31,
2001, respectively.

    Interest expense - net includes interest income of $17,281 and $8,097 for
the three months ended March 31, 2000 and 2001, respectively. Interest expense -
net includes net interest income from affiliates of $7,543 and $5,976 on related
party receivables balances for the three months ended March 31, 2000 and 2001,
respectively.

    Arahova recorded the contribution of cable systems acquired by Adelphia in
the January 1, 2001 Comcast cable systems exchange and the related assets and
liabilities at Adelphia's historical cost as follows:

<TABLE>
<CAPTION>
<S>                                        <C>
Cable systems, net                         $        494,757
Related party receivables                            23,912
Other assets                                          2,519
Debt                                                132,744
Net equity                                          388,444
</TABLE>



5.  Income Taxes


    Income tax benefit (expense) for the three months ended March 31, 2000 and
2001, respectively was primarily comprised of deferred tax.


6.  Commitments and Contingencies

    Reference is made to Management's Discussion and Analysis of Financial
Condition and Results of Operations and Legal Proceedings for a discussion of
material commitments and contingencies.

7.  Derivative Financial Instruments

    The Company is exposed to certain risks arising from transactions that are
entered into in the normal course of business. The Company may enter into
derivative financial instrument transactions in order to manage or reduce these
risks. The Company's policies do not permit active trading of, or speculation
in, derivative financial instruments.

                                      -8-
<PAGE>
    The Company has an investment in stock purchase warrants which can be net
share settled and is considered to be a derivative under the provisions of SFAS
No. 133. The Company has received these stock purchase warrants from a vendor in
connection with various agreements. The change in the fair value of these
instruments is recorded in "Other" in the condensed consolidated statement of
operations. On January 1, 2001, no transition adjustment was required in
conjunction with the adoption of this standard, as the fair value was equal to
the investment's carrying value. During the quarter ended March 31, 2001 a
period loss of $3,400 was recorded in "Other" in the condensed consolidated
statement of operations. At January 1, 2001 and March 31, 2001, the aggregate
fair value of stock purchase warrants considered to be derivatives was $9,300
and $5,900, respectively.


8.  Restatement

    In connection with the closing of the April 14, 2000 credit facility,
Adelphia contributed cable systems serving approximately 460,000 subscribers to
Arahova (the "April 2000 Contribution"). Arahova recorded the contribution of
these cable systems and related assets and liabilities at historical cost.

    On January 3, 2001, Arahova and certain subsidiaries of Adelphia closed on a
short term secured revolving credit facility (Note 2). In connection with the
closing of the January 3, 2001 credit facility, Adelphia contributed cable
systems serving approximately 352,000 subscribers to Arahova (the "January 2001
Contribution"), of which approximately 131,000 subscribers were acquired by
Adelphia in the January 1, 2001 Comcast cable systems exchange. Arahova recorded
the contribution of these cable systems and related assets and liabilities at
historical cost.

    Subsequent to the issuance of Arahova's March 31, 2001 condensed
consolidated financial statements, management determined that because the cable
systems contributed constituted businesses contained within separate legal
entities under common control, the April 2000 Contribution and the January 2001
Contribution should be reported in the condensed consolidated financial
statements as a change in reporting entity. As a result, the condensed
consolidated financial statements for the three months ended March 31, 2000 and
as of December 31, 2000 have been restated to reflect the April 2000
Contribution and the January 2001 Contribution for periods that the contributed
systems and Arahova were under the common control of Adelphia.

    A summary of the significant effects of the April 2000 Contribution and the
January 2001 Contribution for all periods that the contributed systems were
under common control of Adelphia is as follows:

<TABLE>
<CAPTION>
                                                             As            April          January
                                                         Previously         2000           2001
                                                          Reported      Contribution   Contribution    As Restated
                                                          ----------------------------------------------------------
Three months ended March 31, 2000
<S>                                                     <C>            <C>             <C>            <C>
Revenues                                                $     211,694  $      53,941   $      25,402  $     291,037
Total operating expenses                                      172,535         47,731          23,791        244,057
Operating income                                               39,159          6,210           1,611         46,980
Loss before income taxes                                      (16,188)          (772)         (4,745)       (21,705)
Net loss                                                      (13,359)          (772)         (3,654)       (17,785)

As of December 31, 2000
Cable systems, at cost, net of accumulated
   depreciation and amortization                        $  11,092,037  $          -    $   1,181,240  $  12,273,277
Total assets                                               11,491,703             -        1,192,773     12,684,476
Total liabilities                                           7,223,466             -          653,149      7,876,615
Total common stockholder's equity                           3,659,025             -          539,624      4,198,649
</TABLE>


                                      -9-
<PAGE>
ITEM 2.  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.


    As discussed in Note 8 to the condensed consolidated financial statements,
subsequent to the issuance of the Company's condensed consolidated financial
statements as of and for the three months ended March 31, 2001, management
determined that because the cable systems contributed constituted businesses
contained within separate legal entities under common control, the April 2000
contribution and the January 2001 contribution should be reported in the
condensed consolidated financial statements as a change in reporting entity. As
a result, the condensed consolidated financial statements for the three months
ended March 31, 2000 and as of December 31, 2000 have been restated to reflect
the April 2000 contribution and the January 2001 contribution for the periods
that the contributed systems were under common control of Adelphia. The
accompanying MD&A has been revised to reflect the effects of the restatements of
the condensed consolidated financial statements as of December 31, 2000 and for
the three months ended March 31, 2000.


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.

    The Company is primarily engaged in the ownership and operation of cable
television systems in the United States and earns its revenues primarily from
subscriber fees for basic, satellite, premium and ancillary services (such as
installations and equipment rental), local and national advertising sales,
digital and high speed data services and pay-per-view programming. As of March
31, 2001, the Company owned systems with broadband networks that served
approximately 2,843,000 basic subscribers.

    On January 1, 2001, Adelphia and certain subsidiaries, including the
Company, closed on a cable systems exchange with Comcast Corporation. As a
result of this transaction, the Company added approximately 168,000 basic
subscribers in the Los Angeles, CA and West Palm/Fort Pierce, FL areas in
exchange for approximately 178,000 basic 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. As a
result of this transaction, the Company recorded a gain of approximately
$217,000, and an increase of property, plant and equipment and intangibles of
approximately $15,000 and $202,000, respectively. The Company has made a
preliminary allocation of the purchase accounting, which is subject to final
allocation.


    On January 3, 2001, Arahova and 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 reductions over time and upon the occurrence of certain
events, including certain debt financings and asset sales. Subject to compliance
with the terms of this new credit facility, proceeds are available for general
corporate purposes. Proceeds were used to repay subsidiary bank debt of Adelphia
subsidiaries, including certain Arahova subsidiaries. In connection with the
closing of the January 3, 2001 credit facility, Adelphia contributed cable
systems serving approximately 352,000 subscribers to Arahova, of which

                                      -10-
<PAGE>
approximately 131,000 subscribers were acquired by Adelphia in the January 1,
2001 Comcast cable system exchange.


Results of Operations

Three Months Ended March 31, 2000 and 2001

    The following table is derived from Arahova's Condensed Consolidated
Statements of Operations and Comprehensive Income (Loss) that are included in
this Form 10-Q/A and sets forth the historical percentage relationship to
revenues of the components of operating income for the periods indicated.

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                      March 31,
                                                                               ------------------------
                                                                                 2000          2001
                                                                               ---------     ----------
<S>                                                                             <C>             <C>

             Revenues                                                           100.0%          100.0%

             Expenses:
              Direct operating and programming                                   33.0%          35.4%
              Selling, general and administrative                                16.4%          16.7%
              Depreciation and amortization                                      33.8%          33.2%
              Management fees to managing affiliate                                .7%            .4%
              Merger costs                                                          -             .2%
                                                                               ---------     ----------
             Operating income                                                    16.1%          14.1%
                                                                               =========     ==========

</TABLE>

Revenues


    Revenues increased approximately 32.8% for the three months ended March 31,
2001 compared with the same period of the prior year. The increase is
attributable to acquisitions and new services.


Direct Operating and Programming Expenses


    These expenses, which are mainly basic and premium programming costs and
technical expenses, increased 42.5% for the three months ended March 31, 2001
compared with the same period of the prior year. The increase was primarily due
to incremental costs associated with increased subscribers due to the
acquisitions, partially offset by operational efficiencies recognized in
connection with the acquisitions.


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 35.4% for the three months ended March 31, 2001 compared
with the same period of the prior year. The increase was primarily due to
incremental costs associated with increased subscribers due to the acquisitions
and the roll-out of new services.


Depreciation and Amortization Expenses


    Depreciation and amortization increased 30.6% for the three months ended
March 31, 2001 compared with the same period of the prior year. The increase was
primarily due to acquisitions and increased capital expenditures.


Interest Expense - Net


    Interest expense - net increased 52.7% for the three months ended March 31,
2001 compared with the same period of the prior year. The increase is primarily
due to the effects of the incremental debt related to acquisitions and an
increase in the average debt outstanding.

                                      -11-
<PAGE>
Gain on Cable Systems Exchange

    On January 1, 2001, Arahova swapped certain cable systems for certain cable
systems owned by Comcast. The result of this transaction was a gain of $161,047
(net of tax of $56,142) for the three months ended March 31, 2001.


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 telecommunications 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.

Financing Activities

    The subsidiaries' credit facilities and the Company's public debt
instruments, among other things, require the maintenance of certain financial
and operating covenants, restrict the use of proceeds from such borrowing, limit
the incurrence of additional indebtedness, restrict the purchase or redemption
of its capital stock and limit the ability to pay dividends and management fees
and make capital expenditures.

    On January 3, 2001, Arahova and 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 reductions over time and upon the occurrence of certain
events, including certain debt financings and asset sales. During April 2001,
the commitment under this facility was reduced to $900,000. Subject to
compliance with the terms of this new credit facility, proceeds are available
for general corporate purposes. Proceeds were used to repay subsidiary bank debt
of Adelphia subsidiaries, including certain Arahova subsidiaries.

    At March 31, 2001, the Company's total outstanding debt aggregated
$5,318,186, which included $1,771,349 of parent debt and $3,546,837 of
subsidiary debt. As of March 31, 2001, after giving effect to the application of
the proceeds of Adelphia's April 2001 convertible debt offering, the Company had
an aggregate of $619,013 in unused credit lines and cash and cash equivalents,
all of which was also available to affiliates and part of which is subject to
achieving certain levels of operating performance. The Company's weighted
average interest rate on subsidiary debt was approximately 7.27% at March 31,
2001.

                                      -12-
<PAGE>
    The following table sets forth the mandatory reductions in principal under
all debt agreements for each of the next four years and nine months based on
amounts outstanding at March 31, 2001:

<TABLE>
<CAPTION>
<S>                                                                         <C>
                      Nine months ending December 31, 2001                  $       1,346,600
                      Year ending December 31, 2002                                   222,400
                      Year ending December 31, 2003                                   489,200
                      Year ending December 31, 2004                                   158,700
                      Year ending December 31, 2005                                   525,800
</TABLE>

    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 Arahova, 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 or telephone 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 cable television 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.

    Capital expenditures for the three months ended March 31, 2000 and 2001 were
$56,298 and $243,875, respectively. This increase was primarily due to
acquisitions, cable plant rebuilds and upgrades to expand services. The Company
expects that capital expenditures from April 1, 2001 through December 31, 2001
will be in a range of approximately $400,000 to $500,000.

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

                                      -13-
<PAGE>
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.

                                      -14-
<PAGE>
PART II - OTHER INFORMATION

Item 1.  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, which
was denied by the Appellate Division on or about April 17, 2001. 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
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


                                      -15-
<PAGE>
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 6.   Exhibits and Reports on Form 8-K


    Each exhibit identified below is filed as part of this report.

         a)       Exhibits

         b)       Reports on Form 8-K

                  None.

                                      -16-
<PAGE>
                          SIGNATURES

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

                                        ARAHOVA COMMUNICATIONS, INC.
                                        (Registrant)




Date:  August 14, 2001                  By: /s/ Timothy J. Rigas

                                        ----------------------------
                                            Timothy J. Rigas
                                        Executive Vice President (authorized
                                        officer), Chief Financial Officer, Chief
                                        Accounting Officer and Treasurer

                                      -17-