EXHIBIT 4.02.2

(Face of Certificate)

|No. |  | Shares                                                     
|--- |  | -----------------------------------------------------------
|    |  | CUSIP NO. 156503 AG 9
(See Reverse for Certain
Definitions)

ADELPHIA COMMUNICATIONS CORPORATION

INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

51/2%
SERIES D CONVERTIBLE PREFERRED STOCK
(LIQUIDATION PREFERENCE $200 PER SHARE)

This
is to certify that  is the owner of
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE
51/2% SERIES D CONVERTIBLE PREFERRED STOCK (LIQUIDATION PREFERENCE $200 PER SHARES) OF THE PAR VALUE OF ONE CENT PER SHARE OF ADELPHIS COMMUNICATIONS CORPORATION transferable on the
books of the Corporation by the holder hereof, in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.

WITNESS,
the seal of the Corporation and signatures of its duly authorized officers.

|Dated |  |     |  | 
|----- |  | --- |  | 
|      |  | By: |  | 
|      |  | By: |  | 

(SEAL)

COUNTERSIGNED
AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
Transfer Agent and Registrar

|By: |  | Authorized Signature
|--- |  | --------------------

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(Back of Certificate)

ADELPHIA COMMUNICATIONS CORPORATION will furnish to any stockholder upon request to its principal office, and without charge, a full statement of the
designations, preferences, limitations and relative rights of each class authorized, and of the variations in the relative rights and preferences between the shares of each preferred or special class
in series, so far as the same have been fixed and determined, and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

The
following abbreviations, when used in the inscription of the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:

|TEN COM |  | as tenants in common                      | UNIF GIFT MIN ACT |  | (Cust)          (Minor)                           
|------- | - | ----------------------------------------- | ------------------ |  | --------------------------------------------------
|TEN ENT |  | as tenants by he entireties               |                    |  |                                                   
|JT TEN  |  | as joint tenants with right of            |                    |  |                                                   
|        |   | survivorship and not as tenants in common |                    |  | Custodian under Uniform Gifts to Minors Act(State)

Additional abbreviations may also be used though not in the above list.

PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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For
value received,  hereby sell, assign and transfer unto

|Please print or typewrite name and address, including postal zip code of assignee
|---------------------------------------------------------------------------------

| |  | Shares
| |  | ------

|of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint | 
|------------------------------------------------------------------------------------------------------------ | 
|                                                                                                            

Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

|Dated, |  |  |  | 
|------ |  |  |  | 
|       |  |  |  | 

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NOTICE:
The signature to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever.

NOTICE OF ELECTION

The
undersigned hereby irrevocably exercise(s) the right to convert  Shares of the
51/2% Series D Convertible Preferred
Stock ($200 Liquidation Preference Per Share) represented by this certificate into Class A Common Stock of Adelphia Communications Corporation in accordance with the terms of the
51/2% Series D Convertible Preferred Stock ($200 Liquidation Preference Per Share) relating thereto.

|Date: |  |  |  | Signature: |  | 
|----- |  |  |  | ---------- |  | 

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