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

        Commission file numbers: 333-36519, 333-36519-01 and 333-75567-01

                         FrontierVision Holdings, L.P.*
                  FrontierVision Holdings Capital Corporation*
                 FrontierVision Holdings Capital II Corporation*

           (Exact names of Registrants as specified in their charters)

                 Delaware                                     84-1432334
                 Delaware                                     84-1432976
                 Delaware                                     84-1481765
     (States or other jurisdiction of                       (IRS Employer
      incorporation or organization)                    Identification Numbers)

          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 Registrants (1) have 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
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes X No _

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 the Registrants' knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X


Number of shares of common stock of FrontierVision Holdings Capital Corporation
and FrontierVision Holdings Capital II Corporation outstanding as of March 30,
2001: 100 and 1,000, respectively.


* FrontierVision Holdings, L.P., FrontierVision Holdings Capital Corporation and
  FrontierVision Holdings Capital II Corporation meet the conditions set forth
  in General Instruction I(1)(a) and (b) to the Form 10-K and are therefore
  filing with the reduced disclosure format.

Documents Incorporated by Reference: None.
<PAGE>

<TABLE>
<CAPTION>
                                                     FRONTIERVISION HOLDINGS, L.P.
                                                 FRONTIERVISION HOLDINGS CAPITAL CORP.
                                               FRONTIERVISION HOLDINGS CAPTIAL II CORP.

                                                         TABLE OF CONTENTS


<S>                                                                                                            <C>
SAFE HARBOR STATEMENT                                                                                           3

PART I

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 ANAYLSIS OF FINANCIAL CONDITION AND
                   RESULTS OF OPERATIONS                                                                       20

Item 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                       25

Item 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                      26

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                                               53

Item 11.      EXECUTIVE COMPENSATION                                                                           53

Item 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                   53

Item 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                   53

PART IV

Item 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                                 54
</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 effect 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, FrontierVision Holdings, L.P. and
subsidiaries ("Holdings" 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 and the variations thereon or comparable terminology, or by discussions
of strategy that involves risks or 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 financing, 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. Readers are cautioned
that such forward-looking statements are only predictions, that no assurance can
be given that any particular future results will be achieved, and that actual
events or results may differ materially. 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 Registration
Statement No. 333-78027 of Adelphia Communications Corporation, or under
Registration Statement Nos. 333-75567 and 333-36519 of Holdings, under the
heading "Risk Factors". In evaluating such statements, readers should
specifically consider the various factors which could cause actual events or
results to differ materially from those indicated by such forward-looking
statements.


PART I
(Dollars in thousands, except subscriber rates)

ITEM 1.   BUSINESS

Introduction

        Holdings, wholly-owned by FrontierVision Partners, L.P., a Delaware
limited partnership ("FVP"), is a Delaware limited partnership formed on
September 3, 1997 for the purpose of acting as co-issuer with its wholly-owned
subsidiary, FrontierVision Holdings Capital Corporation ("Holdings Capital"), of
$237,650 aggregate principal amount at maturity, of 11 7/8% Senior Discount
Notes due 2007 (the "Discount Notes"). FVP contributed to Holdings, both
directly and indirectly, all of the outstanding partnership interests of
FrontierVision Operating Partners, L.P. ("FVOP") prior to the issuance of the
Discount Notes on September 19, 1997 and, as a result, FVOP and its wholly-owned
subsidiary, FrontierVision Capital Corporation ("Capital"), are wholly-owned,
consolidated subsidiaries of Holdings. On December 2, 1998, FrontierVision
Holdings Capital II Corporation ("Holdings Capital II"), a wholly-owned
subsidiary of Holdings, was organized for the sole purpose of acting as
co-issuer of $91,298 aggregate principal amount at maturity of 11 7/8% Senior
Discount Notes, Series B due 2007. As used herein, the "Company" collectively
refers to Holdings and its consolidated subsidiaries.


        On October 1, 1999, FVP completed its sale of all outstanding
partnership interests of FVP to Adelphia Communications Corporation ("Adelphia")
in exchange for approximately $537,000 in cash, approximately 6.9 million shares
of Adelphia Class A common stock and the assumption of certain liabilities.
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 with broadband networks that passed in front of
9,020,540 homes and served 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
Holdings". Selected financial and other data and consolidated financial
statements presented for periods subsequent to October 1, 1999 are referred to
herein as "New Holdings". As a result of the application of purchase accounting
resulting from Adelphia's October 1, 1999 acquisition of FVP, the assets and
<PAGE>

liabilities of New Holdings have been recorded at their fair values on October
1, 1999.


        Holdings operates cable television systems ("Systems") in small and
medium-sized suburban and exurban communities in the United States in four
primary operating clusters - New England, Ohio, Kentucky and other smaller
groups of cable television systems. As of December 31, 2000, the Company owned
systems with broadband networks that passed in front of approximately 1,000,000
homes and served approximately 700,000 basic subscribers. In addition to
traditional analog cable television, the Company, or one of its affiliates,
offers a wide range of telecommunication services including digital cable
television, high-speed data and internet access, paging and telephony.

Products and Services

    Video Services

        Holding's cable television systems receive a variety of television,
radio and data signals transmitted to receiving sites ("headends") by way of
off-air antennas, microwave relay systems 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. Many of the Systems subscribers are also offered 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. Holdings also sells advertising to
various entities for local and national advertising on certain channels carried
by Holdings, as well as mailings and other media.


        Digital video services are available to most of the Company's
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," the Company can transmit up
to 12 channels in the space currently used to transmit just one analog channel.
Holdings' Digital 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, up
to 35 channels of 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 and Internet Access

        Power Link, Adelphia's high-speed data service provided through cable
modems and offered by the Company, which includes residential, institutional,
and business service offerings, constitutes an alternative to the traditional
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. The Company's deep fiber design allows the use of the expanded
bandwidth potential of digital compression technology for data and video
services. High-speed 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 and is always connected.


        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
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.
<PAGE>

        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

        The Company offers wireless messaging services through a wholly-owned
subsidiary of Adelphia, PageTime, Inc. ("PageTime"). PageTime provides one-way
messaging services to Adelphia and its subsidiaries via resale arrangements with
existing paging network operators.


        The Company 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. The Company expects to
achieve these goals through internal growth and investment in and upgrade of its
broadband networks.


        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 in 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 strong
household growth trends in its Systems' market areas are a key factor in
positioning itself for future growth in basic subscribers. 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.


        On January 1, 2001, Adelphia closed on a cable systems exchange with
Comcast Corporation. As a result of the transaction, FVOP added approximately
27,000 basic subscribers in Los Angeles, California in exchange for
approximately 19,500 basic subscribers in Michigan. The cable systems exchange
will be recorded at fair value and purchase accounting will be applied as of the
date of the transaction.


    Financial Information

        The financial data regarding the Company's revenues, results of
operations and identifiable assets as of and for the years ended December 31,
1996, 1997 and 1998, the nine months ended September 30, 1999, and as of and for
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
<PAGE>

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. The result is significant increases in
network capacity, digital capability, two-way communication and network
reliability.


        The design of the current System upgrade, when completed, will deploy on
average one fiber optic node for every two system plant miles or approximately
one fiber node for every 180 homes passed compared to the industry norm of 500
to 1,000 homes passed per fiber optic node. Approximately 75% of the System will
be upgraded to greater than 750 Mhz. Approximately 25% of the plant will remain
at 550 Mhz. The upgraded system will be completely addressable and provide
two-way communication capability. The additional bandwidth enables the Company
to offer additional video, data and programming services. A portion of the
bandwidth is allocated to service offerings such as two-way data, telephony and
video-on-demand. The Company believes this combination of bandwidth and the
relatively low number of homes passed per fiber node will provide adequate
capacity and flexibility to offer existing and anticipated services into the
foreseeable future with limited additional capital expenditures.


        The upgraded System, 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 subscribers 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 network capabilities, each of the areas typically
offer 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


        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 Communications Commission ("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
<PAGE>

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 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 1,164
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. For the past three years, franchise fee
expense incurred by the Company has averaged approximately 2.4% of gross system
revenues.


        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.


    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
<PAGE>

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. DBS subscribers in Vermont exist at levels
sufficient for the FCC to have declared that all of the Company's systems are
subject to effective competition in that state and therefore, deregulated as to
rates and charges for cable service at the basic, as well as cable programming
service level.


        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 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
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
<PAGE>

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

        At January 26, 2001, there were 1,507 full-time employees of the
Company, of which 14 were covered by collective bargaining agreements. The
Company considers its relations with its employees to be good.

Legislation and Regulation

        The cable television industry is regulated by the FCC, 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.
<PAGE>

FCC Regulation


         The FCC, the principal federal regulatory agency with jurisdiction over
cable television, 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
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.
<PAGE>

        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
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.
<PAGE>

        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.


        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 an exurban area with fewer than 35,000
inhabitants, and exemptions for the purchase of small cable television systems
located in exurban 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 of 1934 (the "Communications Act") so that competitive
providers of video services will be 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
<PAGE>

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
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
<PAGE>

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
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
<PAGE>

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

    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

        We offer a service which enables consumers to access the internet at
high speeds via high capacity broadband transmission facilities and cable
modems. We compete 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 internet service
providers 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
<PAGE>

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
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.


        We may in the future allow our 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 Holdings' subsidiaries are subject to
encumbrances as collateral in connection with the Company's credit arrangements,
<PAGE>

either directly with a security interest or indirectly through a pledge of the
stock or partnership interests in the respective subsidiaries. See Note 4 to the
FrontierVision Holdings, L.P. 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.


ITEM 3.   LEGAL PROCEEDINGS


        There are no material pending legal proceedings, other than routine
litigation incidental to the business, of which the Company or any of its
subsidiaries is a part or to which any of their 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)

        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 Holdings' 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 Holdings"), which has been audited by
Deloitte & Touche, LLP, independent auditors. Also included are consolidated
selected financial data derived from Holdings' consolidated financial statements
as of and for the years ended December 31, 1996, 1997 and 1998 and the nine
months ended September 30, 1999 (referred to herein as "Old Holdings"), which
have been audited by KPMG LLP, independent auditors.


<TABLE>
<CAPTION>
                                                           Old Holdings                             New Holdings
                                    -------------------------------------------------------  ---------------------------

                                                                                  Nine          Three
                                                                              Months Ended   Months Ended   Year Ended
                                          Year Ended December 31,             September 30,   December 31,  December 31,
                                    ----------------------------------------- -------------  ------------- -------------
                                         1996          1997          1998          1999           1999          2000
                                    ------------- ------------- ------------- -------------  ------------- -------------
Statement of Operations Data:
<S>                                  <C>           <C>           <C>           <C>            <C>           <C>
Revenues                             $   76,464    $  145,126    $  245,134    $  221,032     $   75,375    $  315,547
Operating expenses (a)                   42,111        78,732       130,783       130,162         37,381       160,378
Depreciation and amortization            36,723        67,327       117,120       108,987         24,234        97,809
Management fees                               -             -             -             -          1,879             -
Transaction costs                             -             -             -        17,077            269             -
                                    ------------- ------------- ------------- -------------  ------------- -------------
Operating (loss) income                  (2,370)         (933)       (2,769)      (35,194)        11,612        57,360
Interest expense                        (21,423)      (46,180)      (85,910)      (75,551)       (25,399)     (107,531)
Other (expense) income                       (8)          (57)         (526)        8,961              -             -
                                    ------------- ------------- ------------- -------------  ------------- -------------
Loss before income taxes and
  extraordinary loss (b)                (23,801)      (47,170)      (89,205)     (101,784)       (13,787)      (50,171)
Income tax benefit (expense)                  -             -         2,927         2,082           (271)          109
Extraordinary loss (b)                        -        (5,046)            -             -              -             -
                                    ------------- ------------- ------------- -------------  ------------- -------------
Net loss                             $  (23,801)   $  (52,216)   $  (86,278)   $  (99,702)    $  (14,058)   $  (50,062)
                                    ============= ============= ============= =============  ============= =============
</TABLE>


<TABLE>
<CAPTION>
                                                                  Old Holdings                       New Holdings
                                                      -------------------------------------  ----------------------------

                                                                  December 31,                       December 31,
                                                      -------------------------------------  ----------------------------
                                                          1996        1997         1998           1999          2000
                                                      ------------ ----------- ------------  ------------- --------------
Balance Sheet Data:
<S>                                                   <C>          <C>         <C>            <C>          <C>
Total assets                                          $   549,168  $  927,275  $ 1,210,421    $ 2,221,105  $   2,362,975
Total debt (c)                                            398,194     787,047    1,121,142      1,169,196      1,208,040
Partners' equity                                          130,003     115,440       29,162        974,799      1,065,988

<FN>
(a)  Includes direct operating and programming and selling, general and administrative expenses.
(b)  Extraordinary loss relates to loss on the early retirement of debt.
(c)  Excludes affiliate debt.
</FN>
</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, FVP completed its sale of all outstanding
partnership interests of FVP to Adelphia in exchange for approximately $537,000
in cash, approximately 6.9 million shares of Adelphia Class A common stock and
the assumption of certain liabilities.


    Results of Operations

General


        Holdings operates cable television systems ("Systems") in small and
medium-sized suburban and exurban communities in the United States in four
primary operating clusters - New England, Ohio, Kentucky and other smaller
clusters of cable television systems. As of December 31, 2000, the Company owned
systems with broadband networks that passed in front of approximately 1,000,000
homes and served approximately 700,000 basic subscribers. In addition to
traditional analog cable television, the Company, or one of its affiliates,
offers a wide range of telecommunication services including digital cable
television, high-speed data and internet access, paging and telephony.


        Holdings earned substantially all of its revenues in the years ended
December 31, 1998, 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 Holdings' results of operations for the year 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.


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


Comparison of the Years Ended December 31, 1998, 1999 and 2000


        For purposes of the following table and discussion, the operating
results for the nine months ended September 30, 1999 of Old Holdings have been
combined with the operating results for the three months ended December 31, 1999
of New Holdings in order to provide a more meaningful basis for comparing the
years ended December 31, 1998, 1999 and 2000. The combined results of Old
Holdings and New Holdings will be referred to as "Combined Holdings" in the
table below and discussion that follows. The following table sets forth the
historical percentage relationship to revenues of the components of operating
income. As a result of Holdings' limited operating history, we believe that the
results of operations for the periods presented in this table are not indicative
of our future results. Depreciation, amortization and certain other line items
included in the operating results of Combined Holdings are not necessarily
comparable between periods as the three month New Holdings period ended December
31, 1999 includes the effect of the purchase accounting adjustments related to
Adelphia's acquisition of FVP. The combining of Old Holdings and New Holdings
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 for additional information regarding
Adelphia's acquisition of FVP.
<PAGE>

<TABLE>
<CAPTION>
                                                                      Percentage of Revenues
                                                                     Year Ended December 31,
                                                               --------------------------------------
                                                                   Old         Combined      New
                                                                 Holdings      Holdings    Holdings
                                                               ------------  -----------  -----------
                                                                   1998          1999         2000
                                                               ------------  -----------  -----------
<S>                                                                <C>          <C>          <C>
            Revenues                                               100.0%       100.0%       100.0%

            Expenses:
                 Operating expenses (a)                             53.4%        56.5%        50.8%
                 Depreciation and amortization                      47.8%        44.9%        31.0%
                 Transaction costs                                     -          5.9%           -
                 Management fees to managing affiliate                 -          0.6%           -
                                                               ------------  ----------- ------------
                 Operating (loss) income                           (1.2%)       (7.9%)        18.2%
                                                               ============  =========== ============

<FN>
            (a) Includes direct operating and programming
                and selling, general and administrative expenses.
</FN>
</TABLE>


    Revenues

        Revenues increased 20.9% for the combined year ended December 31, 1999
compared with the year ended December 31, 1998 primarily attributable to
acquisition activity during 1998. Revenues increased 6.5% for the year ended
December 31, 2000 compared with the combined year ended December 31, 1999,
primarily attributable to digital customer growth, the continued growth in
national and local advertising sales, and management fees charged to an
affiliate company.


    Operating Expenses

        These expenses, which are comprised mainly of programming costs,
technical expenses, and costs relating to system offices, customer service
representatives and sales and administrative employees, increased 28.1% for the
combined year ended December 31, 1999 compared with the year ended December 31,
1998. This increase was primarily attributable to acquisition activity during
1998. Operating expenses decreased 4.3% for the year ended December 31, 2000
compared with the combined year ended December 31, 1999, primarily attributable
to synergies realized from a reduction in corporate overhead and a reduction in
programming costs due to the acquisition of FVP by Adelphia. This decrease in
operating expenses was somewhat offset by increases in programming rates and
costs associated with new services.


    Depreciation and Amortization

        Depreciation and amortization increased 13.7% for the combined year
ended December 31, 1999 compared with the respective prior year, primarily due
to increased depreciation related to acquisition activity, capital expenditures
and additional depreciation and amortization expenses resulting from the
acquisition of FVP by Adelphia. This increase in depreciation and amortization
in the combined year ended December 31, 1999 was partially offset in the fourth
quarter of 1999 by a reduction in depreciation and amortization expense caused
by conforming the Company's depreciation and amortization periods to those of
Adelphia. Also, during the nine months ended September 30, 1999, the Company
disposed of certain cable television systems which offset a portion of the
increase. Depreciation and amortization decreased 26.6% for the year ended
December 31, 2000 compared with the combined year ended December 31, 1999. The
decrease is primarily due to conforming the Company's depreciation and
amortization periods to those of Adelphia as of October 1, 1999.


    Transaction Costs

        Transaction costs amounting to approximately $17,346 were recognized in
the combined year ended December 31, 1999. These costs were incurred in
connection with the acquisition of FVP by Adelphia and are mainly comprised of
bonus, severance and deferred compensation paid to certain of the Company's
former executives.
<PAGE>

    Management Fees to Managing Affiliate

        Holdings has an agreement with a subsidiary of Adelphia (the "Managing
Affiliate") which provides for the payment of management fees by Holdings of up
to 5% of gross revenues. For the three month period ended December 31, 1999,
payments in the amount of $1,879 were made to the Managing Affiliate. No amounts
were paid to the Managing Affiliate during the year ended December 31, 2000.


    Interest Expense

        For the combined year ended December 31, 1999 and the year ended
December 31, 2000, interest expense increased 17.5% and 6.5%, respectively,
compared to the respective preceding year. The increase in interest expense was
primarily attributable to an increase in the average interest rate and the
average amount of debt outstanding due to acquisitions and capital expenditures.


    Other

        Included in other for the combined year ended December 31, 1999 is a
gain of approximately $1,600 recognized on the January 7, 1999 sale of certain
cable television system assets to Helicon Partners I, L.P. and a gain of
approximately $7,324 recognized on the June 1, 1999 exchange of five cable
television systems with Intermedia Partners, L.P. IV.


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 systems. During the three years in the period
ended December 31, 2000, the Company committed substantial capital resources for
these purposes. These expenditures were funded through bank borrowings, equity
investments, advances from affiliates, issuance of public debt securities and
internally generated funds.


        For the combined year ended December 31, 1999 and the year ended
December 31, 2000, cash provided by operating activities totaled $37,071 and
$73,735, respectively; cash used for investing activities totaled $94,762 and
$214,206, respectively and cash provided by financing activities totaled $60,012
and $140,135, respectively. The Company's aggregate outstanding borrowings as of
December 31, 2000 were $1,208,040. The Company's ability to generate cash to
meet its future needs will depend generally on its results of operations and the
continued availability of external financing.


    Capital Expenditures

        Capital expenditures for the years ended December 31, 1998, 1999 and
2000 were $65,570, $89,024, and $211,078, respectively. The increases in capital
expenditures for the years ended December 31, 1999 and 2000 compared to the
respective prior years were primarily due to the impact of acquired systems and
increased investment related to the rebuilding and upgrading of the Company's
broadband network. The Company expects capital expenditures for 2001 to range
from $180,000 to $220,000.


    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 both parent and external sources. During the
three year period ended December 31, 2000, the Company funded its working
capital requirements, capital expenditures, and acquisitions through long-term
borrowings from banks, equity investments, advances from affiliates, 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
advances from affiliates, and by paying the interest out of internally generated
funds.


        At December 31, 2000, the Company's total outstanding debt aggregated
approximately $1,208,040, which included $313,340 of parent debt and $894,700 of
subsidiary public, bank and other debt. As of December 31, 2000, Holdings'
<PAGE>

subsidiaries had an aggregate of approximately $100,000 in unused credit lines
and cash and cash equivalents. The Company's scheduled maturities of debt are
currently $36,734 for the year ending December 31, 2001.


        At December 31, 2000, FVOP had $200,000 outstanding under the revolving
credit facility, $215,000 outstanding under the 7.75 year term loan and $247,406
outstanding under the 8.25 year term loan. The weighted average interest rate at
December 31, 2000 on the outstanding borrowings under the revolving credit
facility were approximately 8.69%. Under the 7.75 year term loan and the 8.25
year term loan, the weighted average rates were approximately 8.63% and 9.26%,
respectively. FVOP has entered into interest rate protection agreements for
$250,000 of borrowings through April 2002.


        These loans require maintenance of certain financial ratios by the
subsidiaries. Management believes that the borrowers were in compliance with the
borrowing covenants at December 31, 2000.


    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 debt, the negotiation of new or amended credit facilities and advances
from affiliates. 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 and its subsidiaries' credit
agreements and indentures, 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, advances from
affiliates and future financing sources 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, systems
swaps, 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 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.


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. The adoption of this standard and
any transition adjustment will not have a significant effect on the Company's
consolidated results of operations or financial position.
<PAGE>

Inflation


        The Company believes that inflation did not have a significant effect on
its results of operations during the three year period ended December 31, 2000.
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, after giving effect to interest rate
protection agreements, approximately $433,994 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. The Company 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 1996 Act repealed the prohibition on CLECs from providing video
programming directly to customers within their local exchange areas other than
in rural areas or by specific waiver of FCC rules. The 1996 Act also authorized
CLECs to operate "open video systems" ("OVS") without obtaining a local cable
franchise, although CLECs operating such a system can be required to make
payments to local governmental bodies in lieu of cable franchise fees. Where
demand exceeds capacity, up to two-thirds of the channels on an OVS must be
available to programmers unaffiliated with the CLEC. The statute states that the
OVS scheme supplants the FCC's "video dialtone" rules. The FCC has promulgated
rules to implement the OVS concept.


        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.
<PAGE>

        The Company also competes with 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 DISCLOSURES 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 interest rate cap and collar agreements to
reduce the impact of changes in interest rates. As of December 31, 2000, the
Company had an interest rate cap agreement covering notional principal of
$50,000 that expires during 2002 that fixes the interest rate at an average of
7.25%. As of December 31, 2000, the Company had interest rate collar agreements
covering a notional amount of $200,000, with $100,000 expiring in each of 2001
and 2002. The interest rate collar agreements have floor and cap rates of 5.95%
and 6.30%, respectively, for the agreements expiring in 2001 and 2002, with
maximum cap rates of 6.64% and minimum floor rates of 4.65% and 4.95%,
respectively. The Company does not enter into any interest rate swap, cap, or
collar 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 the 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               $        - $         - $        - $        -  $        - $    528,658 $  528,658  $  482,506
   Average Interest Rate          -           -          -          -           -       11.54%          -           -

Variable Rate                34,575      44,575     55,825     60,212     342,219      125,000    662,406     662,406
   Average Interest Rate      7.75%       7.42%      7.69%      7.84%       7.84%        8.00%          -           -

Interest Rate
 Caps and Collars:

Interest Rate Cap                 -      50,000          -          -           -            -     50,000          18
Average Cap Rate                  -       7.25%          -          -           -            -          -           -

Interest Rate Collars       100,000     100,000          -          -           -            -    200,000        (166)
Maximum Cap Rates             6.64%       6.64%          -          -           -            -          -           -
Cap and Floor Rates           5.95%       6.30%          -          -           -            -          -           -
Minimum Floor Rates           4.65%       4.95%          -          -           -            -          -           -
</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.
<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>
FrontierVision Holdings, L.P. and Subsidiaries:
   Independent Auditors' Report - KPMG LLP                                                                      27
   Independent Auditors' Report - Deloitte & Touche LLP                                                         28
   Consolidated Balance Sheets as of December 31, 1999 and 2000                                                 29
   Consolidated Statements of Operations for the Year Ended December 31, 1998,
     the Nine Months Ended September 30, 1999, the Three Months Ended December 31, 1999 and
     the Year Ended December 31, 2000                                                                           30
   Consolidated Statements of Partners' Equity (Deficiency) for the Year Ended December 31,
     1998, the Nine Months Ended September 30, 1999,  the Three Months Ended
     December 31, 1999 and the Year Ended December 31, 2000                                                     31
   Consolidated Statements of Cash Flows for the Year Ended December 31, 1998,
     the Nine Months Ended September 30, 1999, the Three Months Ended December 31, 1999, and the
     Year Ended December 31, 2000                                                                               32
   Notes to Consolidated Financial Statements                                                                   33


FrontierVision Holdings Capital Corporation:
   Independent Auditors' Report                                                                                 46
   Balance Sheets as of December 31, 1999 and 2000                                                              47
   Note to Balance Sheets                                                                                       48


FrontierVision Holdings Capital II Corporation:
   Independent Auditors' Report                                                                                 49
   Balance Sheets as of December 31, 1999 and 2000                                                              50
   Note to Balance Sheets                                                                                       51
</TABLE>
<PAGE>

INDEPENDENT AUDITORS' REPORT

FrontierVision Holdings, L.P.:

        We have audited the accompanying consolidated statements of operations,
partners' equity (deficiency) and cash flows of FrontierVision Holdings, L.P.
and subsidiaries for the year ended December 31, 1998 and the nine months ended
September 30, 1999. In connection with our audits of the consolidated financial
statements, we also have audited the financial statements schedules as of and
for the year ended December 31, 1998 and the nine months ended September 30,
1999 listed in the index at Item 14. These consolidated financial statements and
the financial statement schedules are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these consolidated
financial statements and the financial statement schedules based on our audits.


        We conducted our audits in accordance with generally accepted auditing
standards. 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, the consolidated financial statements referred to above
present fairly, in all material respects, the results of the operations and cash
flows of FrontierVision Holdings, L.P. and subsidiaries for the year ended
December 31, 1998 and the nine months ended September 30, 1999 in conformity
with generally accepted accounting principles. Also in our opinion, the related
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 therein.



KPMG LLP


Denver, Colorado
November 10, 1999
<PAGE>

INDEPENDENT AUDITORS' REPORT


FrontierVision Holdings, L.P.:

        We have audited the accompanying consolidated balance sheets of
FrontierVision Holdings, L.P. and subsidiaries as of December 31, 1999 and 2000,
and the related consolidated statements of operations, partners' equity, and
cash flows for the three months ended December 31, 1999 and the year ended
December 31, 2000. Our audits also included the financial statement schedules as
of and for the three months ended December 31, 1999 and as of and for the year
ended December 31, 2000 listed in the Index at Item 14. These financial
statements and financial statement schedules are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on the
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 FrontierVision Holdings,
L.P. and subsidiaries at December 31, 1999 and 2000 and the results of their
operations and their cash flows for 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 16, 2001
<PAGE>

<TABLE>
<CAPTION>
                                FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                                          CONSOLIDATED BALANCE SHEETS
                                            (Dollars in thousands)


                                                                                       December 31,
                                                                              -------------------------------
                                                                                  1999             2000
                                                                              --------------  ---------------
ASSETS
<S>                                                                           <C>              <C>
Property, plant and equipment - net                                           $    407,554     $    595,019
Intangible assets - net                                                          1,764,221        1,719,828
Cash and cash equivalents                                                            7,412            7,076
Subscriber receivables - net                                                        13,800           14,896
Prepaid expenses and other assets - net                                             28,118           26,156
                                                                              --------------  ---------------

     Total assets                                                             $  2,221,105     $  2,362,975
                                                                              ==============  ===============

LIABILITIES AND PARTNERS' EQUITY

Subsidiary debt                                                               $    874,522     $    873,112
Parent debt                                                                        284,501          313,340
Other debt                                                                          10,173           21,588
Accounts payable                                                                    34,871           28,547
Subscriber advance payments and deposits                                             8,404            7,985
Accrued interest and other liabilities                                              23,790           36,664
Deferred income taxes                                                               10,045           15,751
                                                                              --------------  ---------------
             Total liabilities                                                   1,246,306        1,296,987
                                                                              --------------  ---------------

Commitments and contingencies (Note 9)

Partners' equity:
     FrontierVision Partners, L.P.                                                 973,824        1,064,922
     FrontierVision Holdings, LLC                                                      975            1,066
                                                                              --------------  ---------------
             Total partners' equity                                                974,799        1,065,988
                                                                              --------------  ---------------

             Total liabilities and partners' equity                           $  2,221,105     $  2,362,975
                                                                              ==============  ===============




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

<TABLE>
<CAPTION>
                                       FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                                   (Dollars in thousands)

                                                                   Old Holdings                       New Holdings
                                                        ----------------------------------  ----------------------------------
                                                              Year          Nine Months      Three Months          Year
                                                             Ended             Ended             Ended            Ended
                                                          December 31,     September 30,     December 31,      December 31,
                                                              1998             1999              1999              2000
                                                        ----------------- ----------------  ---------------- -----------------
<S>                                                      <C>              <C>               <C>               <C>
Revenues                                                 $      245,134   $      221,032    $       75,375    $      315,547
                                                        ----------------- ----------------  ---------------- -----------------

Operating expenses:
     Direct operating and programming                            89,424           86,813            24,461           107,191
     Selling, general and administrative                         41,359           43,349            12,920            53,187
     Depreciation and amortization                              117,120          108,987            24,234            97,809
     Transaction costs                                                -           17,077               269                 -
     Management fees to managing affiliate                            -                -             1,879                 -
                                                        ----------------- ----------------  ---------------- -----------------

          Total                                                 247,903          256,226            63,763           258,187
                                                        ----------------- ----------------  ---------------- -----------------

Operating (loss) income                                          (2,769)         (35,194)           11,612            57,360

Other (expense) income:
     Interest expense                                           (85,910)         (75,551)          (25,399)         (107,531)
     Other                                                         (526)           8,961                 -                 -
                                                        ----------------- ----------------  ---------------- -----------------

          Total                                                 (86,436)         (66,590)          (25,399)         (107,531)
                                                        ----------------- ----------------  ---------------- -----------------

Loss before income taxes                                        (89,205)        (101,784)          (13,787)          (50,171)
Income tax benefit (expense)                                      2,927            2,082              (271)              109
                                                        ----------------- ----------------  ---------------- -----------------

Net loss                                                 $      (86,278)  $      (99,702)   $      (14,058)   $      (50,062)
                                                        ================= ================  ================ =================




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

<TABLE>
<CAPTION>
                                     FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
                                                 (Dollars in thousands)

                                                                    FrontierVision       FrontierVision
                                                                    Partners, L.P.       Holdings, LLC
                                                                  (General Partner)    (Limited Partner)       Total
                                                                  -------------------- ------------------- ---------------
Old Holdings
<S>                                                                 <C>                <C>                 <C>
Balance, December 31, 1997                                          $        115,325   $             115   $    115,440
Net loss                                                                     (86,192)                (86)       (86,278)
                                                                  -------------------- ------------------- ---------------
Balance, December 31, 1998                                          $         29,133   $              29   $     29,162
Capital contributions                                                         11,988                  12         12,000
Net loss                                                                     (99,602)               (100)       (99,702)
                                                                  -------------------- ------------------- ---------------
Balance, September 30, 1999                                         $        (58,481)  $             (59)  $    (58,540)

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

New Holdings
Excess of purchase price of acquired assets and liabilities over
   predecessor owners' net book value                               $        998,126   $           1,000   $    999,126
                                                                  -------------------- ------------------- ---------------
Balance, October 1, 1999                                                     939,645                 941        940,586
Capital contributions                                                         48,223                  48         48,271
Net loss                                                                     (14,044)                (14)       (14,058)
                                                                  -------------------- ------------------- ---------------
Balance, December 31, 1999                                          $        973,824   $             975   $    974,799
Capital contributions                                                        141,110                 141        141,251
Net loss                                                                     (50,012)                (50)       (50,062)
                                                                  -------------------- ------------------- ---------------
Balance, December 31, 2000                                          $      1,064,922   $           1,066   $  1,065,988
                                                                  ==================== =================== ===============




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

<TABLE>
<CAPTION>
                                       FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (Dollars in thousands)

                                                                         Old Holdings                   New Holdings
                                                               -----------------------------  ------------------------------
                                                                    Year       Nine Months      Three Months       Year
                                                                   Ended          Ended            Ended           Ended
                                                                December 31,  September 30,     December 31,   December 31,
                                                                    1998           1999             1999           2000
                                                               -------------- --------------  --------------- --------------
Cash flows from operating activities:
<S>                                                             <C>            <C>              <C>            <C>
     Net loss                                                   $    (86,278)  $    (99,702)    $    (14,058)  $    (50,062)
     Adjustments to reconcile net loss to net cash provided
        by (used for) operating activities:
          Depreciation and amortization                              117,120        108,987           24,234         97,809
          Deferred income tax (benefit) expense                       (2,927)        (2,082)             271           (109)
          Gain on disposal of assets                                  (2,362)        (9,193)               -              -
          Non cash interest expense                                   19,485         19,388            6,318         27,003
          Changes in operating assets and liabilities, net of
             effects of acquisitions:
               Subscriber receivables                                 (3,480)          (407)            (429)          (900)
               Prepaid expenses and other assets                      (1,092)          (721)         (23,476)        (2,812)
               Accounts payable and accrued interest
                 and other liabilities                                20,181         41,721          (13,876)         3,231
               Subscriber advance payments and deposits                1,086           (447)             543           (425)
                                                               -------------- --------------  --------------- --------------

Net cash provided by (used for) operating activities                  61,733         57,544          (20,473)        73,735
                                                               -------------- --------------  --------------- --------------

Cash flows used for investing activities:
     Expenditures for property, plant and equipment                  (65,570)       (75,120)         (13,904)      (211,078)
     Acquisitions                                                   (307,595)       (12,436)               -         (3,128)
     Proceeds from disposal of assets                                      -          6,698                -              -
     Other                                                               (12)             -                -              -
                                                               -------------- --------------  --------------- --------------

Net cash used for investing activities                              (373,177)       (80,858)         (13,904)      (214,206)
                                                               -------------- --------------  --------------- --------------

Cash flows from financing activities:
     Proceeds from debt                                              316,485         13,229                -         25,000
     Repayments of debt                                              (76,875)        (6,345)          (6,577)       (26,116)
     Issuance of Senior Discount Notes                                75,000              -                -              -
     Costs associated with debt financings                            (2,803)          (566)               -              -
     Partner capital contributions                                         -         12,000           48,271        141,251
                                                               -------------- --------------  --------------- --------------

Net cash provided by financing activities                            311,807         18,318           41,694        140,135
                                                               -------------- --------------  --------------- --------------

Increase (decrease) in cash and cash equivalents                         363         (4,996)           7,317           (336)

Cash and cash equivalents, beginning of period                         4,728          5,091               95          7,412
                                                               -------------- --------------  --------------- --------------

Cash and cash equivalents, end of period                        $      5,091   $         95     $      7,412   $      7,076
                                                               ============== ==============  =============== ==============

Supplemental disclosure of cash flow activity-
     Cash payments for interest                                 $     62,789   $     50,619     $     28,699   $     71,598
                                                               ============== ==============  =============== ==============




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

                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in thousands)

1.   The Partnership and Basis of Presentation


        FrontierVision Holdings, L.P. ("Holdings"), wholly-owned by
FrontierVision Partners, L.P., a Delaware limited partnership ("FVP"), is a
Delaware limited partnership formed on September 3, 1997 for the purpose of
acting as co-issuer with its wholly-owned subsidiary, FrontierVision Holdings
Capital Corporation ("Holdings Capital"), of $237,650 aggregate principal amount
at maturity of 11 7/8% Senior Discount Notes due 2007 (the "Discount Notes").
FVP contributed to Holdings, both directly and indirectly, all of the
outstanding partnership interests of FrontierVision Operating Partners, L.P.
("FVOP") prior to the issuance of the Discount Notes on September 19, 1997 (the
"Formation Transaction") and, as a result FVOP and its wholly-owned subsidiary,
FrontierVision Capital Corporation ("Capital"), are wholly-owned, consolidated
subsidiaries of Holdings. The Formation Transaction was accounted for at
predecessor cost. As used herein, the "Company" collectively refers to Holdings,
Holdings Capital, FrontierVision Operating Partners, Inc. ("FVOP Inc."), FVOP,
Capital and FrontierVision Holdings Capital II Corporation ("Holdings Capital
II").


        On October 1, 1999, Adelphia Communications Corporation ("Adelphia")
purchased all outstanding FVP partnership interests in exchange for
approximately $537,000 in cash, approximately 6.9 million shares of Adelphia
Class A common stock and the assumption of certain liabilities. The acquisition
of FVP by Adelphia has been accounted for using the purchase method of
accounting. Accordingly, the allocation of Adelphia's purchase price to acquire
FVP has been reflected in New Holdings' consolidated financial statements as of
October 1, 1999.


        The Company owns and operates cable television systems in four primary
operating clusters - New England, Ohio, Kentucky and other smaller clusters of
cable television systems.


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


        Generally, Holdings' Partnership Agreement provides that profits, losses
and distributions are allocated to the general partner and the limited partners
pro rata based on capital contributions.


        Consolidated financial statements for periods prior to October 1, 1999
are referred to herein as "Old Holdings", whereas; periods subsequent to October
1, 1999 are referred to herein as "New Holdings".


        On December 2, 1998, Holdings, along with Holdings Capital II, co-issued
$91,298 aggregate principal amount at maturity of Discount Notes, Series B. Net
proceeds from the issuance were contributed to FVOP as a capital contribution.


        On June 1, 1999, Adelphia loaned $12,000 to FVP to be used by FVOP to
fund an asset exchange with Intermedia Partners, L.P. IV. This asset exchange
was consummated on June 1, 1999. FVP contributed the $12,000 to Holdings as a
capital contribution. Holdings in turn contributed this amount to FVOP as a
capital contribution.


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


        The approximate $2,099,997 aggregate purchase price was comprised of the
following:


             Issuance of Adelphia Class A common stock        $        400,707
             Assumption of debt and working capital                  1,161,979
             Cash                                                      537,311
                                                              -----------------
                                                              $      2,099,997
                                                              =================


        The value assigned to the approximate 6.9 million shares of 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 acquisition was agreed to and
announced on February 22, 1999.
<PAGE>

        As a result of the application of purchase accounting, New Holdings has
recorded property, plant and equipment of $403,448, intangible assets of
$1,776,609, total debt of $1,169,455 and other net liabilities of $70,016. Such
values were determined based on third-party valuations.

2.       Summary of Significant Accounting Policies


    Property, Plant and Equipment

        Property, plant and equipment, at cost, are comprised of the following:


<TABLE>
<CAPTION>
                                                                           December 31,
                                                                 ---------------------------------
                                                                      1999             2000
                                                                 ---------------- ----------------

<S>                                                              <C>              <C>
                Operating plant and equipment                    $      363,734   $      427,638
                Real estate and improvements                             19,648           19,780
                Support equipment                                        10,159           10,285
                Construction in progress                                 23,811          188,268
                                                                 ---------------- ----------------
                                                                        417,352          645,971
                Accumulated depreciation                                 (9,798)         (50,952)
                                                                 ---------------- ----------------
                                                                 $      407,554   $      595,019
                                                                 ================ ================
</TABLE>


        Depreciation for Old Holdings was computed on the straight-line method
using an average estimated useful life of 8 years for operating plant and
equipment, support equipment and real estate and improvements. New Holdings'
depreciation is computed on the straight-line method 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. Depreciation expense
amounted to $44,346, $49,642, $9,798 and $41,154 for the year ended December 31,
1998, the nine months ended September 30, 1999, the three months ended December
31, 1999, and the year ended December 31, 2000. Additions to property, plant and
equipment are recorded at cost, which includes amounts for material, applicable
labor and interest.


    Intangible Assets

        Intangible assets, at cost, are comprised of the following:


<TABLE>
<CAPTION>
                                                                         December 31,
                                                               ---------------------------------
                                                                    1999              2000
                                                               ----------------  ---------------

<S>                                                            <C>               <C>
                Purchased franchises                           $    1,330,869    $   1,328,448
                Purchased subscriber lists                            101,971          101,971
                Covenants not to compete                                6,232            6,232
                Goodwill                                              338,468          349,348
                                                               ----------------  ---------------
                                                                    1,777,540        1,785,999
                Accumulated amortization                              (13,319)         (66,171)
                                                               ----------------  ---------------
                                                               $    1,764,221    $   1,719,828
                                                               ================  ===============
</TABLE>


        A portion of the aggregate purchase price of cable television systems
acquired has been allocated to purchased franchises, purchased subscriber lists,
covenants not to compete and goodwill. Purchased franchises and goodwill are
amortized on the straight-line method over periods of up to 15 years for Old
Holdings and 40 years for New Holdings. At December 31, 2000, the actual
unexpired periods under purchased franchise agreements range from 1 to 15 years.
Purchased subscriber lists are amortized on the straight-line method over the
average periods that the listed subscribers are expected to receive service from
the date of acquisition, which are 10 years. Covenants not to compete are
amortized on the straight-line method over 5 years.


    Cash and Cash Equivalents

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

    Subscriber Receivables

        An allowance for doubtful accounts of $851 and $455 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 was $21,370 and $17,910 at December 31, 1999
and 2000, respectively. Such costs are amortized over the term of the related
debt.


    Asset Impairments

        Holdings 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 revenue is 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 certain subscriber
revenues and are expensed currently.


    Interest Rate Swaps, Caps and Collar Agreements

        Net settlement amounts under interest rate swaps, caps and collar
agreements are recorded as adjustments to interest expense during the period
incurred (Note 4).


    Income Taxes

        The Company and most of its direct and indirect subsidiaries are limited
partnerships or limited liability companies and pay no income taxes as entities.
All of the income, gains, losses, deductions and credits of the Company are
passed through to its partners on a pro rata basis. Nominal taxes are assessed
by certain state and local jurisdictions. The basis in the Company's assets and
liabilities differs for financial and tax reporting purposes.


        Certain subsidiaries are corporations and are subject to federal and
state income taxes, which have not been significant. Deferred taxes relate
principally to the difference between book and tax basis of the cable television
assets, partially offset by the tax effect of related net operating loss
carryforwards.


    Noncash Financing and Investing Activities

        Capital leases entered into during the year ended December 31, 1998, the
nine months ended September 30, 1999, the three months ended December 31, 1999,
and the year ended December 31, 2000 totaled $1,545, $9,527, $0 and $12,568,
respectively.


    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>

    Reclassification

        Certain prior period amounts have been reclassified to conform with
fiscal year 2000 presentation.


    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. The adoption of this standard and
any transition adjustment will not have a significant effect on the Company's
consolidated results of operations or financial position.


3.   Acquisitions and Dispositions


    Acquisitions

        The Company completed several acquisitions in 1998. All of the
acquisitions have been accounted for using the purchase method of accounting,
and, accordingly, the purchase price has been allocated to the assets acquired
and liabilities assumed based upon their fair values at the respective dates of
acquisition. Amounts allocated to property and equipment and to intangible
assets are depreciated and amortized, prospectively from the date of acquisition
based upon remaining useful lives and amortization periods. The financial
information does not include the effect of certain acquisitions and dispositions
of cable systems because these transactions were not material on an individual
or aggregate basis.


        The combined purchase price of certain acquisitions has been allocated
to the acquired assets and liabilities as follows:


                                                                 Old Holdings
                                                               ----------------
                                                                 Acquisitions
                                                                   through
                                                                 December 31,
                                                                    1998(a)
                                                                ---------------

                Property, plant and equipment                   $      79,526
                Intangible assets                                     244,492
                                                                ---------------
                                                                      324,018
                                                                ---------------
                Net working capital                                       410
                Deferred income taxes                                 (14,783)
                Less - Earnest money deposits applied                  (2,050)
                                                                ---------------
                     Total cash paid for acquisitions           $     307,595
                                                                ===============

(a)  The combined purchase price includes certain purchase price adjustments for
     acquisitions consummated prior to the respective period.
<PAGE>

        The Company has reported the operating results of its acquired cable
systems from the dates of their respective acquisition. Unaudited pro forma
summarized operating results of the Company, assuming certain acquisitions had
been consummated on January 1, 1998, are as follows:


                                                                  Old Holdings
                                                                ---------------
                                                                   Year Ended
                                                                  December 31,
                                                                ---------------
                                                                      1998
                                                                ---------------

                Revenue                                         $     276,976
                Operating expenses                                   (151,028)
                Depreciation and amortization                        (129,701)
                                                                ---------------
                Operating loss                                         (3,753)
                Interest and other expenses                          (107,098)
                                                                ---------------
                Net loss                                        $    (110,851)
                                                                ===============


        The pro forma financial information presented above has been prepared
for comparative purposes only and does not purport to be indicative of the
operating results which actually would have resulted had the above acquisitions
been consummated on the dates indicated. Furthermore, the above pro forma
financial information does not include the effect of certain acquisitions and
dispositions of cable systems because these transactions were not material on an
individual or aggregate basis.


        On February 22, 2000, FVOP completed the acquisition of two Internet
Service Providers ("ISP's") in its New England cluster, Main Internetworks, Inc.
and Landmark Net Access, Inc. These ISP's, serving approximately 19,000
customers, were purchased for consideration including cash totaling
approximately $3,100.


    Dispositions

        On January 7, 1999, the Company sold certain cable television system
assets serving approximately 4,400 basic subscribers to Helicon Partners I,
L.P., for an aggregate sales price of approximately $5,200.


    System Swaps

        On June 1, 1999, the Company completed the exchange of five systems
located in northern Kentucky for five Intermedia Partners, LP IV systems located
in communities near Lexington, Kentucky which are contiguous to the Company's
Kentucky systems. The Company paid approximately $13,300 as consideration for
approximately 5,300 basic subscribers the Company gained in the transaction. The
asset exchange was recorded at fair value and purchase accounting was applied.
In connection with the asset exchange, the Company recognized a gain of $7,300.


4.   Debt


        The aggregate fair value assigned in purchase accounting to New
Holdings' debt on October 1, 1999 was greater than the aggregate recorded value
at the date of the acquisition by $22,042. The fair value of Holdings' debt was
estimated based on the quoted market prices for the same or similar issue or on
rates offered to Holdings' for debt of the same remaining maturities. Such
excess will be amortized over the respective remaining 6 to 8 year lives of the
underlying debt obligations.
<PAGE>

        The Company's debt was comprised of the following:


<TABLE>
<CAPTION>
                                                                                                   December 31,
                                                                                         -------------------------------
                                                                                               1999            2000
                                                                                         --------------- ---------------
<S>                                                                                       <C>             <C>
Subsidiary Debt:
     Bank Credit Facility:
          Revolving Credit Facility, interest based on various floating rate options
             (8.33% and 8.69% average at December 31, 1999 and 2000,
              respectively)                                                               $     175,000   $     200,000
           Term loans, interest based on various floating LIBOR options
             (8.52% and 8.97% weighted average at December 31, 1999
              and 2000, respectively)                                                           486,981         462,406
     11% Senior Subordinated Notes due 2006                                                     212,541         210,706
                                                                                         --------------- ---------------
               Total                                                                      $     874,522   $     873,112
                                                                                         =============== ===============
Parent Debt:
     11 7/8% Senior Discount Notes due 2007                                               $     284,501   $     313,340
                                                                                         =============== ===============
Other Debt:
     Capital leases                                                                       $      10,173   $      21,588
                                                                                         =============== ===============
</TABLE>

    Bank Credit Facility

        On December 19, 1997, FVOP entered into a Second Amended and Restated
Credit Agreement (the "Credit Facility"). The amount available under the Credit
Facility includes two term loans of $250,000 each ("Facility A Term Loan" and
"Facility B Term Loan") and a $300,000 revolving credit facility ("Revolving
Credit Facility"). The Facility A Term Loan and the Revolving Credit Facility
both mature on September 30, 2005. The entire outstanding principal amount of
the Revolving Credit Facility is due on September 30, 2005, with escalating
principal payments due quarterly beginning December 31, 1998 under the Facility
A Term Loan. The Facility B Term Loan matures March 31, 2006 with 95% of the
principal being repaid in the last two quarters of the term of the facility.


        Under the terms of the Credit Facility, with certain exceptions, FVOP
has a mandatory prepayment obligation upon a change of control of FVOP and the
sale of any of its operating systems. This obligation was waived in connection
with the acquisition of FVP by Adelphia with the consent of the majority of the
lenders. Further, beginning with the year ending December 31, 2001, FVOP is
required to make prepayments equal to 50% of its excess cash flow, as defined in
the Credit Facility. FVOP also pays commitment fees ranging from 1/2% - 3/8% per
annum on the average unborrowed portion of the total amount available under the
Credit Facility.


        The Credit Facility also requires FVOP to maintain compliance with
various financial covenants including, but not limited to, covenants relating to
total indebtedness, debt ratios, interest coverage ratio and fixed charges
ratio. In addition, the Credit Facility has restrictions on certain partnership
distributions by FVOP.


        All partnership interests in FVOP and all assets of FVOP and its
subsidiaries are pledged as collateral for the Credit Facility.


    11% Senior Subordinated Notes

        On October 7, 1996, FVOP issued $200,000 aggregate principal amount of
11% Senior Subordinated Notes (the "Notes"). The Notes are unsecured
subordinated obligations of FVOP (co-issued by Capital) that mature on October
15, 2006. Interest accrues at 11% per annum, and is payable each April 15 and
October 15.


        In connection with the anticipated issuance of the Notes, FVOP entered
into deferred interest rate setting agreements to reduce FVOP's interest rate
exposure in anticipation of issuing the Notes. The cost of such agreements was
recognized as a component of interest expense by Old Holdings.
<PAGE>

        The Subordinated Notes Indenture (the "Indenture") has certain
restrictions on incurrence of indebtedness, distributions, mergers, asset sales
and changes in control of FVOP. Holders of the Notes have the right to require
FVOP to repurchase their notes at 101% of principal upon a change of control (as
defined in the Indenture). The acquisition of FVP by Adelphia constituted a
change of control in accordance with the Indenture and, upon the closing of the
transaction, FVOP was required to offer to repurchase all of the Notes. FVOP's
offer to repurchase the Notes expired without any holders exercising their
option.


        J.P. Morgan Investment Corporation and First Union Capital Partners,
Inc. ("Former Equity Holders") were affiliates of the Company, owning in the
aggregate, a 37.6% limited partnership interest in FVP prior to the Adelphia
purchase. Affiliates of the Former Equity Holders received underwriting fees of
approximately $3,600 in connection with the issuance of the Notes.


    Parent Debt

        On September 19, 1997, Holdings issued, pursuant to a private offering,
11 7/8% Senior Discount Notes due 2007 (the "Discount Notes"). The Discount
Notes were sold at approximately 63.1% of the stated principal amount at
maturity and provided net proceeds of $144,750, after underwriting fees of
approximately $5,250.


        On December 2, 1998, Holdings issued, pursuant to a private offering,
the Discount Notes, Series B. The Discount Notes were sold at approximately
82.149% of the stated principal amount at maturity and provided net proceeds of
$72,750, after underwriting fees of approximately $2,250.


        The Discount Notes are unsecured obligations of Holdings, Holdings
Capital and Holdings Capital II, respectively (collectively, the "Issuers"),
ranking pari passu in right of payment to all existing and future unsecured
indebtedness of the Issuers and will mature on September 15, 2007. The discount
on the Discount Notes is being accreted using the interest method until
September 15, 2001, the date at which cash interest begins to accrue. Cash
interest will accrue at a rate of 11 7/8% per annum and will be payable each
March 15, and September 15, commencing March 15, 2002.


        The Discount Notes are redeemable at the option of the Issuers, in whole
or in part, at any time on or after September 15, 2001, at redemption prices set
forth in the Indenture for the Discount Notes (the "Discount Notes Indenture"),
plus any unpaid interest, if any, at the date of the redemption. The Issuers may
redeem, prior to September 15, 2001, up to 35% of the principal amount at
maturity of the Discount Notes with the net cash proceeds received from one or
more public equity offerings or strategic equity investments at a redemption
prices set forth in the Discount Notes Indenture, plus any unpaid interest, if
any, at the date of the redemption.


        The Discount Notes Indenture has certain restrictions on incurrence of
indebtedness, distributions, mergers, asset sales and changes in control of
Holdings. Holders of the Discount Notes have the right to require Holdings to
repurchase their notes at 101% of principal upon a change of control (as defined
in the Indenture). The acquisition of FVP by Adelphia constituted a change of
control in accordance with the Indenture and, upon the closing of the
transaction, Holdings was required to offer to repurchase all of the Discount
Notes. Tenders were paid by Holdings in the amount of $290 under this offer to
re-purchase.


        Affiliates of the Former Equity Holders received compensation in the
aggregate of approximately $3,100 in connection with the issuance of the
Discount Notes.


    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.
<PAGE>

    Maturities of Debt

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


                 Year ending December 31:
                          2001                    $     36,734
                          2002                          46,734
                          2003                          57,984
                          2004                          62,371
                          2005                         344,378


        Holdings intends to fund its debt maturities through borrowing under new
credit agreements, advances from affiliates and internally generated funds.
Changing conditions in the financial markets may have an impact on how Holdings
will refinance its debt in the future.


    Interest Rate Swaps, Caps and Collars

        Holdings has entered into interest rate swap, cap and collar agreements
with banks to reduce the impact of changes in interest rates on its bank debt.
Holdings enters into interest rate swap agreements to effectively convert a
portion of its variable-rate debt to fixed-rate debt, while interest rate cap
and collar agreements reduce the risk of incurring higher interest costs due to
rising interest rates. Holdings is exposed to market risk in the event of
nonperformance by the banks. Holdings does not expect any such nonperformance.


        The following table summarizes the notional amounts outstanding and
weighted average interest rate data for all interest rate swaps, caps and
collars, which expire at various dates through 2002.


<TABLE>
<CAPTION>
                                                                      December 31,
                                                            ---------------------------------
                                                                 1999             2000
                                                            ---------------- ----------------
<S>                                                         <C>              <C>
                Interest Rate Cap:
                Notional amount                             $            -   $       50,000
                Average cap rate                                         -            7.25%

                Interest Rate Swap:
                Notional amount                             $        40,000  $            -
                Average pay rate                                      7.70%               -
                Average receive rate                                  6.28%               -

                Interest Rate Collars:
                Notional amount                             $       200,000  $      200,000
                Average maximum cap rate                              6.64%           6.64%
                Average cap and floor rate                            6.13%           6.13%
                Average minimum floor rate                            4.80%           4.80%
</TABLE>


5.   Guarantor Subsidiaries


        The Indenture for the Discount Notes has been amended to add certain
subsidiaries as guarantors ("Guarantor Subsidiaries") of the Discount Notes. The
guaranty is full and unconditional. Separate financial statements of the
Guarantor Subsidiaries are not presented because management believes that they
are not material to investors.
<PAGE>

        Following is unaudited condensed consolidating financial information for
the Company:


<TABLE>
<CAPTION>
                                                                                New Holdings
                                            -------------------------------------------------------------------------------------
                                                                   Balance Sheet as of December 31, 2000
                                            -------------------------------------------------------------------------------------
                                                                        Guarantor    Non-Guarantor   Consolidating   Consolidated
                                              Holdings       FVOP      Subsidiaries   Subsidiaries      Entries        Holdings
                                            ------------ ------------- -------------- -------------- --------------- -------------
<S>                                         <C>          <C>           <C>            <C>            <C>             <C>
Cash                                        $         -  $      6,066  $         97   $        913   $           -   $     7,076
Subscriber receivables                                -        14,107           427            362               -        14,896
Prepaid expenses and other assets             1,313,177        64,089       (10,721)         1,005      (1,341,394)       26,156
Property, plant and equipment and
  intangible assets - net                        66,151     1,981,607        58,945         12,528         195,616     2,314,847
                                            ------------ ------------- -------------- -------------- --------------- -------------
     Total assets                           $ 1,379,328  $  2,065,869  $     48,748   $     14,808   $  (1,145,778)  $ 2,362,975
                                            ============ ============= ============== ============== =============== =============

Accounts payable                            $         -  $     23,642  $      3,577   $        201   $       1,127   $    28,547
Subscriber advance payments and deposits              -         7,635           195            155               -         7,985
Accrued interest and other liabilities                -        29,131           357            184           6,992        36,664
Deferred income taxes                                 -             -        15,751              -               -        15,751
Debt                                            313,340       894,334           242            124               -     1,208,040
Total partners' equity                        1,065,988     1,111,127        28,626         14,144      (1,153,897)    1,065,988
                                            ------------ ------------- -------------- -------------- --------------- -------------
    Total liabilities and partners' equity  $ 1,379,328  $  2,065,869  $     48,748   $     14,808   $  (1,145,778)  $ 2,362,975
                                            ============ ============= ============== ============== =============== =============
</TABLE>


<TABLE>
<CAPTION>
                                                                                   New Holdings
                                               ------------------------------------------------------------------------------------
                                                           Statement of Operations for the Year Ended December 31, 2000
                                               ------------------------------------------------------------------------------------
                                                                            Guarantor    Non-Guarantor  Consolidating Consolidated
                                                 Holdings       FVOP       Subsidiaries   Subsidiaries     Entries      Holdings
                                               ------------ ------------- -------------- -------------- ------------- -------------
<S>                                            <C>          <C>           <C>            <C>            <C>           <C>
Revenues                                       $         -  $   296,730   $     13,101   $      5,716   $          -  $   315,547
Operating expenses                                     136      149,537          6,718          3,987              -      160,378
Depreciation and amortization                        2,554       87,254          2,688            265          5,048       97,809
                                               ------------ ------------- -------------- -------------- ------------- -------------
Operating (loss) income                             (2,690)      59,939          3,695          1,464         (5,048)      57,360
Interest expense                                   (28,838)     (78,634)            (6)           (53)             -     (107,531)
Equity in net (loss) income of affiliates          (18,534)       5,210          3,801            (13)         9,536            -
Income tax benefit                                       -            -            109              -              -          109
                                               ------------ ------------- -------------- -------------- ------------- -------------
Net (loss) income                              $   (50,062) $   (13,485)  $      7,599   $      1,398   $      4,488  $   (50,062)
                                               ============ ============= ============== ============== ============= =============
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                  New Holdings
                                              -------------------------------------------------------------------------------------
                                                                     Balance Sheet as of December 31, 1999
                                              -------------------------------------------------------------------------------------
                                                                           Guarantor   Non-Guarantor  Consolidating  Consolidated
                                                Holdings       FVOP      Subsidiaries   Subsidiaries     Entries       Holdings
                                              ------------ ------------ -------------- ------------- -------------- -------------
<S>                                           <C>          <C>          <C>            <C>           <C>            <C>
Cash                                          $         -  $     6,859  $        445   $        108  $           -  $      7,412
Subscriber receivables                                  -       13,202           476            122              -        13,800
Prepaid expenses and other assets               1,191,691       69,582       (11,703)          (339)    (1,221,113)       28,118
Property, plant and equipment and
   intangible assets - net                         67,609    1,846,466        50,276          6,760        200,664     2,171,775
                                              ------------ ------------ -------------- ------------- -------------- -------------
     Total assets                             $ 1,259,300  $ 1,936,109  $     39,494   $      6,651  $  (1,020,449) $  2,221,105
                                              ============ ============ ============== ============= ============== =============

Accounts payable                              $         -  $    32,104  $      2,608   $        159  $           -  $     34,871
Subscriber advance payments and deposits                -        8,523          (261)           142              -         8,404
Accrued interest and other liabilities                  -       23,195           189            406              -        23,790
Deferred income taxes                                   -            -        10,045              -              -        10,045
Debt                                              284,501      884,695             -              -              -     1,169,196
Total partners' equity                            974,799      987,592        26,913          5,944     (1,020,449)      974,799
                                              ------------ ------------ -------------- ------------- -------------- -------------
    Total liabilities and partners' equity    $ 1,259,300  $ 1,936,109  $     39,494   $      6,651  $  (1,020,449) $  2,221,105
                                              ============ ============ ============== ============= ============== =============
</TABLE>


<TABLE>
<CAPTION>
                                                                                Old Holdings
                                            -------------------------------------------------------------------------------------
                                                    Statement of Operations for the Nine Months Ended September 30, 1999
                                            -------------------------------------------------------------------------------------
                                                                          Guarantor    Non-Guarantor  Consolidating  Consolidated
                                               Holdings       FVOP        Subsidiaries   Subsidiaries      Entries      Holdings
                                            ------------ -------------- -------------- -------------- -------------- ------------
<S>                                         <C>          <C>            <C>            <C>            <C>            <C>
Revenues                                    $         -  $     211,331  $       8,944  $         757  $           -  $   221,032
Operating expenses                                    -        123,961          5,547            654              -      130,162
Transaction costs                                     -         16,565            450             62              -       17,077
Depreciation and amortization                       743        103,822          4,239            183              -      108,987
                                            ------------ -------------- -------------- -------------- -------------- ------------
Operating loss                                     (743)       (33,017)        (1,292)          (142)             -      (35,194)
Interest expense                                (19,390)       (49,740)        (6,416)            (5)             -      (75,551)
Equity in net loss of affiliates                (79,569)        (5,760)        (5,614)           (80)        91,023            -
Other income                                          -          8,948             13              -              -        8,961
Income tax benefit                                    -              -          2,082              -              -        2,082
                                            ------------ -------------- -------------- -------------- -------------- ------------
Net loss                                    $   (99,702) $     (79,569) $     (11,227) $        (227) $      91,023  $   (99,702)
                                            ============ ============== ============== ============== ============== ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                      New Holdings
                                              -------------------------------------------------------------------------------------
                                                       Statement of Operations for the Three Months Ended December 31, 1999
                                              -------------------------------------------------------------------------------------
                                                                            Guarantor    Non-Guarantor  Consolidating Consolidated
                                                 Holdings       FVOP       Subsidiaries   Subsidiaries      Entries      Holdings
                                              ------------ -------------- -------------- -------------- ------------- -------------
<S>                                           <C>           <C>           <C>            <C>            <C>            <C>
Revenues                                      $         -   $   72,062    $      3,080   $        233   $          -   $    75,375
Operating expenses                                      8       35,715           1,450            208              -        37,381
Management fees                                         -        1,801              78              -              -         1,879
Transaction costs                                       -          269               -              -              -           269
Depreciation and amortization                       1,961       21,373             648            252                       24,234
                                              ------------ -------------- -------------- -------------- ------------- -------------
Operating (loss) income                            (1,969)      12,904             904           (227)             -        11,612
Interest expense                                   (6,777)     (18,622)              -              -              -       (25,399)
Equity in net (loss) income of affiliates          (5,312)         406             633             (6)         4,279             -
Income tax expense                                      -            -            (271)             -              -          (271)
                                              ------------ -------------- -------------- -------------- ------------- -------------
Net (loss) income                             $   (14,058)  $   (5,312)   $      1,266   $       (233)  $      4,279   $   (14,058)
                                              ============ ============== ============== ============== ============= =============
</TABLE>

        At December 31, 1998, the assets of the guarantor and non-guarantor
subsidiaries represented 4.8% and 0.4%, respectively of consolidated assets. For
the year ended December 31, 1998, the revenue of the guarantor and non-guarantor
subsidiaries represented 3.4% and 0.1%, respectively of consolidated revenue.
<PAGE>

6.   Disclosures about Fair Values of Financial Instruments


        Included in Holdings' financial instrument portfolio are cash and cash
equivalents, notes payable to banks, Notes, Discount Notes and interest rate
swap, cap and collar agreements. The carrying values of the cash and cash
equivalents and notes payable to banks approximate their fair values at December
31, 1999 and 2000. The carrying values of the Notes and Discount Notes exceeded
their fair value in the aggregate by approximately $4,396 and $46,152 at
December 31, 1999 and 2000, respectively. At December 31, 1999 and 2000,
Holdings would have been required to pay approximately $152 and $148,
respectively, in the aggregate to settle its interest rate swap, cap and collar
agreements, representing the difference between carrying cost and fair value of
these agreements. The fair values of the debt and interest rate swap, cap and
collar agreements were based upon quoted market prices of similar instruments or
on rates available to Holdings for instruments of the same remaining maturities.


7.   Employee Benefit Plans


        Old Holdings participated in an FVP savings plan 401(k) which provided
that eligible full-time employees could contribute from 1% to 15% of their
pre-tax compensation subject to certain limitations. Old Holdings matched
contributions not exceeding 3% of each participant's pre-tax compensation.
During the year ended December 31, 1998 and the nine months ended September 30,
1999, no significant matching contributions were made by Old Holdings.


        New Holdings participates in an Adelphia savings plan 401(k) and an
Adelphia stock incentive plan (the "Plan") which provides that eligible
full-time employees may contribute from 2% to 16% of their pre-tax compensation
subject to certain limitations. New Holdings 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 Holdings. 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


        Certain subsidiaries of Holdings are corporations that filed separate
federal income tax returns in 1999. For the year ended December 31, 2000, these
corporations will be included in Adelphia's consolidated federal income tax
return. The partnership investments of Holdings are tax entities in which the
filing of returns and related tax liabilities are the responsibility of the
individual owners.


        Deferred income taxes reflect the net tax effects of: (i) temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes, and (ii)
operating loss and tax credit carryforwards.


        The tax effects of significant items comprising Holdings' net deferred
tax liability as of December 31, 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                              $      10,171   $     19,125
       Deferred tax assets:
            Operating loss carryforwards                                                        126          3,374
                                                                                      --------------- ---------------
       Net deferred tax liability                                                     $      10,045   $     15,751
                                                                                      =============== ===============
</TABLE>

        During the year ended December 31, 2000, a deferred tax liability and
goodwill of $5,815 were recorded as a result of the final allocation of
Adelphia's purchase price of FVP.
<PAGE>

        The income tax benefit is as follows:

                                    Three Months
                                       Ended         Year Ended
                                    December 31,     December 31,
                                       1999             2000
                                  ---------------- ----------------
       Federal:
            Deferred              $         (219)  $          101

       State:
            Deferred                         (52)               8
                                  ---------------- ----------------
                                  $         (271)  $          109
                                  ================ ================

     Reconciliations between the statutory federal income tax rate and Holdings'
effective income tax rate as a percentage of loss before income taxes are as
follows:

<TABLE>
<CAPTION>
                                                               Three Months
                                                                  Ended         Year Ended
                                                               December 31,     December 31,
                                                                   1999             2000
                                                              --------------- ---------------
<S>                                                                <C>              <C>
                Statutory federal income tax rate                  35%              35%
                Operating losses passed through to partners       (36%)            (35%)
                State taxes, net of federal benefit                (1%)              -
                                                              --------------- ---------------
                Effective income tax rate                          (2%)              -
                                                              =============== ===============
</TABLE>


        At December 31, 2000, corporate subsidiaries of Holdings had net
operating loss carryforwards for federal income tax purposes of approximately
$7,889, of which $2,885 and $5,004 expire in 2018 and 2019, respectively.


9.   Commitments and Contingencies


        The Company rents office and studio space, tower sites 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 rent
expense under all operating leases for the year ended December 31, 1998, the
nine months ended September 30, 1999, the three months ended December 31, 1999,
and the year ended December 31, 2000 was $5,806, $5,162, $1,543 and $7,351,
respectively.


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


        The cable television industry and Holdings 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. Adelphia cannot predict the effect or outcome of the future
rulemaking proceedings, changes to the rate regulations, or litigation.


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

10.   Transactions with Related Parties


        Holdings has an agreement with a subsidiary of Adelphia (the "Managing
Affiliate") which provides for the payment of management fees by Holdings of up
to 5% of gross revenues. For the three month period ended December 31, 1999,
payments in the amount of $1,879 were made to the Managing Affiliate. No amounts
were paid to the Managing Affiliate during the year ended December 31, 2000.


        Commencing in 2000, Holdings manages cable television systems, which are
principally owned by Adelphia. Holdings has an agreement with Adelphia which
provides for the payment of fees to Holdings of up to 5% of gross revenues. The
aggregate fee revenues amounted to $7,407 for the year ended December 31, 2000.


11.  Subsequent Event


        On January 1, 2001, Adelphia closed on a cable systems exchange with
Comcast Corporation. As a result of the transaction, FVOP added approximately
27,000 basic subscribers in Los Angeles, California in exchange for
approximately 19,500 basic subscribers in Michigan. The cable systems exchange
has been recorded at fair value and purchase accounting has been applied as of
the date of the transaction.
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Shareholders of
FrontierVision Holdings Capital Corporation:

        We have audited the accompanying balance sheets of FrontierVision
Holdings Capital Corporation as of December 31, 1999 and 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements 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 balance
sheets. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
balance sheets referred to above. We believe that our audits provide a
reasonable basis for our opinion.


        In our opinion, the balance sheets present fairly, in all material
respects, the financial position of FrontierVision Holdings Capital Corporation
as of December 31, 1999 and 2000 in conformity with accounting principles
generally accepted in the United States of America.



Deloitte & Touche LLP


Pittsburgh, Pennsylvania
March 16, 2001
<PAGE>

<TABLE>
<CAPTION>
                                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                                                 BALANCE SHEETS



                                                                                       December 31,
                                                                            -----------------------------------
                                                                                   1999               2000
                                                                            ----------------  -----------------
ASSETS
<S>                                                                         <C>                <C>
Cash                                                                        $          100     $          100
                                                                            ----------------  -----------------
                Total assets                                                $          100     $          100
                                                                            ================  =================

OWNER'S EQUITY

Owner's equity:
     Common stock, par value $.01; 1,000 shares authorized;
        100 shares issued and outstanding                                   $            1     $            1
     Additional paid-in capital                                                         99                 99
                                                                            ----------------  -----------------
             Total owner's equity                                           $          100     $          100
                                                                            ================  =================




<FN>
                                                      See note to balance sheets.
</FN>
</TABLE>
<PAGE>

                   FRONTIERVISION HOLDINGS CAPITAL CORPORATION
                             NOTE TO BALANCE SHEETS


        FrontierVision Holdings Capital Corporation, a Delaware corporation
("Holdings Capital"), is a wholly-owned subsidiary of FrontierVision Holdings,
L.P. ("Holdings"), and was organized on August 22, 1997 for the sole purpose of
acting as co-issuer with Holdings of $237.7 million aggregate principal amount
at maturity of the 11 7/8% Senior Discount Notes. Holdings Capital has had no
operations from inception through December 31, 2000.
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Shareholders of
FrontierVision Holdings Capital II Corporation:

        We have audited the accompanying balance sheets of FrontierVision
Holdings Capital II Corporation as of December 31, 1999 and 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements 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 balance
sheets. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
balance sheets referred to above. We believe that our audits provide a
reasonable basis for our opinion.


        In our opinion, the balance sheets present fairly, in all material
respects, the financial position of FrontierVision Holdings Capital II
Corporation as of December 31, 1999 and 2000 in conformity with accounting
principles generally accepted in the United States of America.



Deloitte & Touche LLP


Pittsburgh, Pennsylvania
March 16, 2001
<PAGE>

<TABLE>
<CAPTION>
                                   FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
                                                   BALANCE SHEETS


                                                                                          December 31,
                                                                                ----------------------------------
                                                                                     1999              2000
                                                                                ----------------  ----------------
ASSETS
<S>                                                                             <C>               <C>
Cash                                                                            $        1,000    $        1,000
                                                                                ----------------  ----------------
                Total assets                                                    $        1,000    $        1,000
                                                                                ================  ================

OWNER'S EQUITY

Owner's equity:
     Common stock, par value $.01; 1,000 shares authorized,
        issued and outstanding                                                  $           10    $           10
     Additional paid-in capital                                                            990               990
                                                                                ----------------  ----------------
             Total owner's equity                                               $        1,000    $        1,000
                                                                                ================  ================




<FN>
                                                      See note to balance sheets.
</FN>
</TABLE>
<PAGE>

                 FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
                             NOTE TO BALANCE SHEETS




        FrontierVision Holdings Capital II Corporation, a Delaware corporation
("Holdings Capital II"), is a wholly-owned subsidiary of FrontierVision
Holdings, L.P. ("Holdings"), and was organized on December 2, 1998 for the sole
purpose of acting as co-issuer with Holdings of $91.3 million aggregate
principal amount at maturity of the 11 7/8% Senior Discount Notes Series B.
Holdings Capital II has had no operations from inception through December 31,
2000.
<PAGE>

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


        Effective February 10, 2000, Holdings dismissed its independent public
accountants, KPMG, LLP and subsequently engaged Deloitte & Touche, LLP as
Holdings' principal independent public accountants. Holdings had no
disagreements with KPMG through the date of dismissal, nor did any of KPMG's
reports on the financial statements of Holdings contain an adverse opinion or
disclaimer of opinion, nor was any report modified as to uncertainty, audit
scope, or accounting principle. The change in accountants is fully disclosed in
Holdings' Form 8-K filed with the SEC on February 11, 2000.
<PAGE>

                                    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.
<PAGE>

                                     PART IV

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



        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.


(a)      (1) A listing of the consolidated financial statements, notes and
             independent auditors' reports required by 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

<TABLE>
<CAPTION>
 Exhibit
   No.
----------
<S>      <C>
2.1      Purchase Agreement dated as of February 22, 1999 among FrontierVision Partners, L.P., FVP GP, L.P.,
         the General Partner and Certain Direct and Indirect Limited Partners of FrontierVision Partners, L.P.
         and Adelphia Communications Corporation. (5)

3.1      Amended and Restated Agreement of Limited Partnership of FrontierVision Operating Partners, L.P. (1)

3.2      Certificate of Limited Partnership of FrontierVision Operating Partners, L.P. (2)

3.3      Amended and Restated Agreement of Limited Partnership of FrontierVision Partners, L.P. (9)

3.4      Certificate of Incorporation of FrontierVision Capital Corporation. (2)

3.5      Bylaws of FrontierVision Capital Corporation. (2)

3.6      Agreement of Limited Partnership of FrontierVision Holdings, L.P. (1)

3.7      Certificate of Limited Partnership of FrontierVision Holdings, L.P. (1)

3.8      Certificate of Incorporation of FrontierVision Holdings Capital Corporation. (1)

3.9      Bylaws of FrontierVision Holdings Capital Corporation. (1)

3.10     Certificate of Incorporation of FrontierVision Holdings Capital II Corporation. (6)

3.11     Bylaws of FrontierVision Holdings Capital II Corporation. (6)

4.1      Indenture dated as of October 7, 1996, among FrontierVision Operating Partners, L.P., FrontierVision
         Capital Corporation and Colorado National Bank, as Trustee. (3)

4.2      Indenture dated as of September 19, 1997, among FrontierVision Holdings, L.P., FrontierVision
         Holdings Capital Corporation and U.S. Bank National Association d/b/a Colorado National Bank, as
         Trustee. (1)
<PAGE>

4.3      Purchase Agreement, dated as of September 16, 1997, by and among FrontierVision Holdings, L.P.,
         FrontierVision Holdings Capital Corporation, and J.P. Morgan Securities Inc., Chase Securities Inc.,
         CIBC Wood Gundy Corp. and First Union Capital Markets Corp., as Initial Purchasers. (1)

4.4      Registration Rights Agreement, dated as of September 19, 1997, by and among FrontierVision
         Holdings, L.P., FrontierVision Holdings Capital Corporation, and J.P. Morgan Securities Inc., Chase
         Securities Inc., CIBC Wood Gundy Corp. and First Union Capital Markets Corp., as Initial Purchasers.
         (1)

4.5      Indenture dated as of December 9, 1998, among FrontierVision Holdings, L.P., FrontierVision
         Holdings Capital II Corporation and U.S. Bank National Association, as Trustee. (6)

4.6      Purchase Agreement dated as of December 2, 1998, by and among FrontierVision Holdings, L.P.,
         FrontierVision Holdings Capital II Corporation and J.P. Morgan Securities, Inc. and Chase Securities
         Inc., as Initial Purchasers. (6)

4.7      Registration Rights Agreement dated as of December 9, 1998, by and among Frontier Vision Holdings,
         L.P., FrontierVision Holdings Capital II Corporation and J.P. Morgan Securities Inc., and Chase
         Securities, Inc., as Initial Purchasers. (6)

10.1     Amended Bank Credit Facility. (2)

10.2     Employment Agreement of James C. Vaughn. (2)

10.3     Amendment No. 1 to Amended Bank Credit Facility. (2)

10.4     Consent and Amendment No. 2 to Amended Bank Credit Facility. (3)

10.5     Amended Credit Facility. (4)

10.6     Amendment No. 2 to Amended Credit Facility of FrontierVision Operating Partners, L.P., dated as
         of July 15, 1999. (8)

10.7     Amendment No. 3 to Amended Credit Facility of FrontierVision Operating Partners, L.P., dated as of
         March 2, 2001. (9)

16.1     Report of change in accountants. (7)
</TABLE>

(1)  Incorporated by reference to the exhibits to FrontierVision Holdings,
     L.P.'s and FrontierVision Holdings Capital Corporation's Registration
     Statement on Form S-4, Registration No. 333-36519.

(2)  Incorporated by reference to the exhibits to FrontierVision Operating
     Partners, L.P.'s and FrontierVision Capital Corporation's Registration
     Statement on Form S-1, Registration No. 333-9535.

(3)  Incorporated by reference to the exhibits to FrontierVision Operating
     Partners, L.P.'s and FrontierVision Capital Corporation's Quarterly Report
     on Form 10-Q, File No. 333-9535 for the quarter ended September 30, 1996.

(4)  Incorporated by reference to the exhibits to FrontierVision Holdings,
     L.P.'s and FrontierVision Holdings Capital Corporation's Annual Report on
     Form 10-K, File No. 333-36519 for the year ended December 31, 1997.

(5)  Incorporated by reference to the exhibits to FrontierVision Holdings,
     L.P.'s and FrontierVision Holdings Capital Corporation's Annual Report on
     Form 10-K, File No. 333-36519 for the year ended December 31, 1998.
<PAGE>

(6)  Incorporated by reference to the exhibits to FrontierVision Holdings,
     L.P.'s and FrontierVision Holdings Capital II Corporation's Registration
     Statement on Form S-4, Registration No. 333-75567.

(7)  Incorporated by reference to the exhibits to FrontierVision Holdings,
     L.P.'s Current Report on Form 8-K filed February 11, 2000,
     File No. 333-36519.

(8)  Incorporated by reference to the exhibits to FrontierVision Holdings,
     L.P.'s and FrontierVision Holdings Capital Corporation's Annual Report on
     Form 10-K, File NO. 333-36519 for the year ended December 31, 1999.

(9)  Filed herewith.

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

(b)      Not applicable.

(c)      The Registrants hereby file 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 Registrants hereby file 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>

                    Supplemental Information To Be Furnished
                 With Reports Filed Pursuant To Section 15(D) Of
                 The Exchange Act By Registrant's Which Have Not
                 Registered Securities Pursuant To Section 12 Of
                                The Exchange Act


        Other than a copy of this Form 10-K, no annual report or proxy material
has been or will be sent to security holders of FrontierVision Holdings, L.P.,
FrontierVision Holdings Capital Corporation or FrontierVision Holdings Capital
II Corporation.
<PAGE>

<TABLE>
<CAPTION>
                                        SCHEDULE I (Page 1 of 4)
                             FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                               CONDENSED INFORMATION AS TO THE FINANCIAL
                                       POSITION OF THE REGISTRANT
                                         (Dollars in thousands)

                                                                                December 31,
                                                                       -------------------------------
                                                                           1999              2000
                                                                       --------------  ---------------
ASSETS
<S>                                                                    <C>              <C>
Intangible assets - net                                                $     67,609     $     66,151
Investments in subsidiaries and other assets - net                        1,191,691        1,313,177
                                                                       --------------  ---------------

        Total                                                          $  1,259,300     $  1,379,328
                                                                       ==============  ===============

LIABILITIES AND PARTNERS' EQUITY

Debt                                                                   $    284,501     $    313,340

Partners' equity:
   FrontierVision Partners, L.P.                                            973,824        1,064,922
   FrontierVision Holdings, LLC                                                 975            1,066
                                                                       --------------  ---------------
     Total partners' equity                                                 974,799        1,065,988
                                                                       --------------  ---------------

        Total                                                          $  1,259,300     $  1,379,328
                                                                       ==============  ===============




<FN>
                                       See note to the condensed information of the Registrant.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                              SCHEDULE I (Page 2 of 4)
                                   FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                                          CONDENSED INFORMATION AS TO THE
                                            OPERATIONS OF THE REGISTRANT
                                               (Dollars in thousands)




                                                        Old Holdings                      New Holdings
                                              --------------------------------------------------------------------
                                                   Year          Nine Months      Three Months         Year
                                                   Ended            Ended             Ended            Ended
                                               December 31,    September 30,      December 31,     December 31,
                                                   1998             1999              1999             2000
                                              ---------------- ----------------  ---------------- ----------------
<S>                                           <C>              <C>               <C>              <C>
Operating expenses                            $          (39)  $            -    $           (8)  $         (136)
Amortization expense                                    (586)            (743)           (1,961)          (2,554)
Interest expense                                     (19,457)         (19,390)           (6,777)         (28,838)
Equity in losses of subsidiaries                     (66,196)         (79,569)           (5,312)         (18,534)
                                              ---------------- ----------------  ---------------- ----------------

     Net loss                                 $      (86,278)  $      (99,702)   $      (14,058)  $      (50,062)
                                              ================ ================  ================ ================




<FN>
                                       See note to the condensed information of the Registrant.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                   SCHEDULE I (Page 3 of 4)
                                        FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                                             CONDENSED INFORMATION AS TO THE CASH
                                                    FLOWS OF THE REGISTRANT
                                                    (Dollars in Thousands)

                                                                   Old Holdings                      New Holdings
                                                         ---------------------------------  ---------------------------------
                                                                             Nine Months      Three Months
                                                            Year Ended          Ended             Ended         Year Ended
                                                            December 31,     September 30,     December 31,     December 31,
                                                                1998             1999              1999             2000
                                                         ---------------- ----------------  ---------------- ----------------
Cash flows from operating activities:
<S>                                                      <C>              <C>               <C>              <C>
     Net loss                                            $      (86,278)  $      (99,702)   $      (14,058)  $      (50,062)
     Adjustments to reconcile net loss to net cash
        (used for) provided by operating activities:
          Amortization                                              586              743             1,961            2,554
          Non cash interest expense                              19,485           19,388             6,777           28,838
          Equity in losses of subsidiaries                       66,196           79,569             5,312           18,534
          Changes in operating assets and liabilities:
               Intercompany receivable                             (924)               -                 -                -
               Prepaid expenses and other assets                     (1)               -                (2)              (1)
               Accounts payable and accrued liabilities            (123)             474                 -                -
                                                         ---------------- ----------------  ---------------- ----------------
Net cash (used for) provided by operating activities             (1,059)             472               (10)            (137)
                                                         ---------------- ----------------  ---------------- ----------------

Cash flows from investing activities:
     Investment in subsidiaries                                 (72,648)         (12,000)          (48,224)        (141,114)
                                                         ---------------- ----------------  ---------------- ----------------
Cash used for investing activities                              (72,648)         (12,000)          (48,224)        (141,114)
                                                         ---------------- ----------------  ---------------- ----------------

Cash flows from financing activities:
     Issuance of Senior Discount Notes                           75,000                -                 -                -
     Repayments of debt                                               -                -              (237)               -
     Costs associated with financings                            (2,408)            (472)                -                -
     Partner capital contributions                                    -           12,000            48,271          141,251
                                                         ---------------- ----------------  ---------------- ----------------
Net cash provided by financing activities                        72,592           11,528            48,034          141,251
                                                         ---------------- ----------------  ---------------- ----------------

Decrease in cash and cash equivalents                            (1,115)               -              (200)               -

Cash and cash equivalents, beginning of period                    1,315              200               200                -
                                                         ---------------- ----------------  ---------------- ----------------

Cash and cash equivalents, end of period                 $          200   $          200    $            -   $            -
                                                         ================ ================  ================ ================




<FN>
                                       See note to the condensed information of the Registrant.
</FN>
</TABLE>
<PAGE>

                            SCHEDULE I (Page 4 of 4)
                 FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
               NOTE TO THE CONDENSED INFORMATION OF THE REGISTRANT
                             (Dollars in Thousands)


(1) Debt


        On September 19, 1997, FrontierVision Holdings, L.P. ("Holdings")
issued, pursuant to a private offering, the Discount Notes. The Discount Notes
were sold at approximately 63.1% of the stated principal amount at maturity and
provided net proceeds of $144,750, after underwriting fees of approximately
$5,250.


        On December 2, 1998, Holdings issued, pursuant to a private offering,
the Discount Notes, Series B. The Discount Notes were sold at approximately
82.149% of the stated principal amount at maturity and provided net proceeds of
$72,750, after underwriting fees of approximately $2,250.


        The Discount Notes are unsecured obligations of Holdings, Holdings
Capital and Holdings Capital II (collectively, the "Issuers"), ranking pari
passu in right of payment to all existing and future unsecured indebtedness of
the Issuers and will mature on September 15, 2007. The discount on the Discount
Notes is being accreted using the interest method until September 15, 2001, the
date at which cash interest begins to accrue. Cash interest will accrue at a
rate of 11 7/8% per annum and will be payable each March 15 and September 15,
commencing March 15, 2002.


         The Discount Notes are redeemable at the option of the Issuers, in
whole or in part, at any time on or after September 15, 2001, at redemption
prices set forth in the Indenture for the Discount Notes (the "Discount Notes
Indenture"), plus any unpaid interest, if any, at the date of the redemption.
The Issuers may redeem, prior to September 15, 2001, up to 35% of the principal
amount at maturity of the Discount Notes with the net cash proceeds received
from one or more public equity offerings or strategic equity investments at a
redemption prices set forth in the Discount Notes Indenture, plus any unpaid
interest, if any, at the date of the redemption.


        The Discount Notes Indenture has certain restrictions on incurrence of
indebtedness, distributions, mergers, asset sales and changes in control of
Holdings.


        The debt of Holdings, excluding future accretion, matures as follows:


                       Year ending December 31:
                               2001                $        -
                               2002                         -
                               2003                         -
                               2004                         -
                               2005                         -
                               Thereafter             313,340
                                                  -------------
                                                   $  313,340
                                                  =============
<PAGE>

<TABLE>
<CAPTION>
                                                SCHEDULE II
                               FRONTIERVISION HOLDINGS, L.P. AND SUBSIDIARIES
                                     VALUATION AND QUALIFYING ACCOUNTS
                                           (Dollars in Thousands)

                                                   Balance at   Charged to
                                                   Beginning     Costs and    Deductions/    Balance at
                                                   of Period     Expenses     Write-offs    End of Period
                                                  ------------ -------------------------------------------
Allowance for doubtful accounts:
     Old Holdings
<S>                                               <C>          <C>           <C>           <C>
     Year ended December 31, 1998                 $      640   $     3,076   $     (3,050) $         666
     Nine Months Ended September 30, 1999         $      666   $     4,254   $     (4,307) $         613

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

     New Holdings
     Three Months Ended December 31, 1999         $      613   $     1,707  $      (1,469) $         851
     Year Ended December 31, 2000                 $      851   $     5,631   $     (6,027) $         455
</TABLE>
<PAGE>

                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.


                          FRONTIERVISION HOLDINGS, L.P.

                          By: FrontierVision Partners, L.P., its general partner
                          By: Adelphia GP Holdings, L.L.C., its general partners
                          By: ACC Operations, Inc., its sole member

Date: March 30, 2001      By: /s/ TIMOTHY J. RIGAS
                              --------------------
                              Timothy J. Rigas
                              Executive Vice President, Chief Financial Officer,
                              Chief Accounting Officer, and Treasurer

                          FRONTIERVISION HOLDINGS CAPITAL CORPORATION

Date: March 30, 2001      By: /s/ TIMOTHY J. RIGAS
                              --------------------
                              Timothy J. Rigas
                              Executive Vice President, Chief Financial Officer,
                              Chief Accounting Officer, and Treasurer

                          FRONTIERVISION HOLDINGS CAPITAL II CORPORATION

Date: March 30, 2001      By: /s/ JOHN J. RIGAS
                              -----------------
                              John J. Rigas
                              Director ACC Operations, Inc., FrontierVision
                              Holdings, L.P., FrontierVision Holdings
                              Capital Corporation, and FrontierVision Holdings
                              Capital II Corporation

Date: March 30, 2001      By: /s/ MICHAEL J. RIGAS
                              --------------------
                              Michael J. Rigas
                              Director ACC Operations, Inc., FrontierVision
                              Holdings, L.P., FrontierVision Holdings
                              Capital Corporation, and FrontierVision Holdings
                              Capital II Corporation

Date: March 30, 2001      By: /s/ TIMOTHY J. RIGAS
                              --------------------
                              Timothy J. Rigas
                              Director ACC Operations, Inc., FrontierVision
                              Holdings, L.P., FrontierVision Holdings
                              Capital Corporation, and FrontierVision Holdings
                              Capital II Corporation

Date: March 30, 2001      By: /s/ JAMES P. RIGAS
                              ------------------
                              James P. Rigas
                              Director ACC Operations, Inc., FrontierVision
                              Holdings, L.P., FrontierVision Holdings
                              Capital Corporation, and FrontierVision Holdings
                              Capital II Corporation
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)(3) Exhibits

<S>           <C>
     2.1      Purchase Agreement dated as of February 22, 1999 among FrontierVision Partners, L.P., FVP GP,
              L.P., the General Partner and Certain Direct and Indirect Limited Partners of FrontierVision
              Partners, L.P. and Adelphia Communications Corporation. (5)

     3.1      Amended and Restated Agreement of Limited Partnership of FrontierVision Operating Partners,
              L.P. (1)

     3.2      Certificate of Limited Partnership of FrontierVision Operating Partners, L.P. (2)

     3.3      Amended and Restated Agreement of Limited Partnership of FrontierVision Partners, L.P. (9)

     3.4      Certificate of Incorporation of FrontierVision Capital Corporation. (2)

     3.5      Bylaws of FrontierVision Capital Corporation. (2)

     3.6      Agreement of Limited Partnership of FrontierVision Holdings, L.P. (1)

     3.7      Certificate of Limited Partnership of FrontierVision Holdings, L.P. (1)

     3.8      Certificate of Incorporation of FrontierVision Holdings Capital Corporation. (1)

     3.9      Bylaws of FrontierVision Holdings Capital Corporation. (1)

     3.10     Certificate of Incorporation of FrontierVision Holdings Capital II Corporation. (6)

     3.11     Bylaws of FrontierVision Holdings Capital II Corporation. (6)

     4.1      Indenture dated as of October 7, 1996, among FrontierVision Operating Partners, L.P.,
              FrontierVision Capital Corporation and Colorado National Bank, as Trustee. (3)

     4.2      Indenture dated as of September 19, 1997, among FrontierVision Holdings, L.P., FrontierVision
              Holdings Capital Corporation and U.S. Bank National Association d/b/a Colorado National Bank,
              as Trustee. (1)

     4.3      Purchase Agreement, dated as of September 16, 1997, by and among FrontierVision Holdings,
              L.P., FrontierVision Holdings Capital Corporation, and J.P. Morgan Securities Inc., Chase
              Securities Inc., CIBC Wood Gundy Corp. and First Union Capital Markets Corp., as Initial
              Purchasers. (1)

     4.4      Registration Rights Agreement, dated as of September 19, 1997, by and among FrontierVision
              Holdings, L.P., FrontierVision Holdings Capital Corporation, and J.P. Morgan Securities Inc.,
              Chase Securities Inc., CIBC Wood Gundy Corp. and First Union Capital Markets Corp., as Initial
              Purchasers. (1)

     4.5      Indenture dated as of December 9, 1998, among FrontierVision Holdings, L.P., FrontierVision
              Holdings Capital II Corporation and U.S. Bank National Association, as Trustee. (6)

     4.6      Purchase Agreement dated as of December 2, 1998, by and among FrontierVision Holdings, L.P.,
              FrontierVision Holdings Capital II Corporation and J.P. Morgan Securities, Inc. and Chase
              Securities Inc., as Initial Purchasers. (6)
<PAGE>

     4.7      Registration Rights Agreement dated as of December 9, 1998, by and among Frontier Vision
              Holdings, L.P., FrontierVision Holdings Capital II Corporation and J.P. Morgan Securities Inc., and
              Chase Securities, Inc., as Initial Purchasers. (6)

     10.1     Amended Bank Credit Facility. (2)

     10.2     Employment Agreement of James C. Vaughn. (2)

     10.3     Amendment No. 1 to Amended Bank Credit Facility. (2)

     10.4     Consent and Amendment No. 2 to Amended Bank Credit Facility. (3)

     10.5     Amended Credit Facility. (4)

     10.6     Amendment No. 2 to Amended Credit Facility of FrontierVision Operating Partners, L.P., dated as
              of July 15, 1999. (8)

     10.7     Amendment No. 3 to Amended Credit Facility of FrontierVision Operation Partners, L.P. as of
              March 2, 2001.  (9)

     16.1     Report of change in accountants. (7)
</TABLE>

(1)  Incorporated by reference to the exhibits to FrontierVision  Holdings,
     L.P.'s and FrontierVision  Holdings Capital  Corporation's Registration
     Statement on Form S-4, Registration No. 333-36519.

(2)  Incorporated by reference to the exhibits to FrontierVision Operating
     Partners, L.P.'s and FrontierVision Capital Corporation's Registration
     Statement on Form S-1, Registration No. 333-9535.

(3)  Incorporated by reference to the exhibits to FrontierVision Operating
     Partners, L.P.'s and FrontierVision Capital Corporation's Quarterly Report
     on Form 10-Q, File No. 333-9535 for the quarter ended September 30, 1996.

(4)  Incorporated by reference to the exhibits to FrontierVision Holdings,
     L.P.'s and FrontierVision Holdings Capital Corporation's Annual Report on
     Form 10-K, File No. 333-36519 for the year ended December 31, 1997.

(5)  Incorporated by reference to the exhibits to FrontierVision Holdings,
     L.P.'s and FrontierVision Holdings Capital Corporation's Annual Report on
     Form 10-K, File No. 333-36519 for the year ended December 31, 1998.

(6)  Incorporated by reference to the exhibits to FrontierVision Holdings,
     L.P.'s and FrontierVision Holdings Capital II Corporation's Registration
     Statementon Form S-4, Registration No. 333-75567.

(7)  Incorporated by reference to the exhibits to FrontierVision Holdings,
     L.P.'s Current Report on Form 8-K filed February 11, 2000,
     File No. 333-36519.

(8)  Incorporated by reference to the exhibits to FrontierVision Holdings,
     L.P.'s and FrontierVision Holdings Capital Corporation's Annual Report on
     Form 10-K, File No. 333-36519 for the year ended December 31, 1999.

(9)  Filed herewith.
<PAGE>

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

(b) Not applicable.

(c) The Registrants hereby file 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 Registrants hereby file as financial statement schedules to this Annual
    Report on Form 10-K the financial statement schedules set forth in
    Item 14(a)(2) hereof.