EXHIBIT 4.12.2

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|----------------------------------------------------
|(Face of Debenture)                                 
|                                                    
|13% Senior Subordinated Exchange Debentures due 2009

|No.                                                                                        |  | $
|------------------------------------------------------------------------------------------ |  | -
|ADELPHIA COMMUNICATIONS CORPORATION                                                       
|promises to pay to  or registered assigns, the principal sum of
 Dollars on July 15, 2009.

|Interest Payment Dates:    January 15, and July 15 |  | 
|-------------------------------------------------- |  | 
|Record Dates:    January 1, and July 1             |  | 

| |  | Dated:                             
| |  | -----------------------------------
| |  | ADELPHIA COMMUNICATIONS CORPORATION
| |  | By:                                
| |  |                                    

|This is one of the Exchange Debentures
referred to in the within-
mentioned Indenture: |  | (SEAL)              
|-------------------------------------------------------------------------------------- |  | --------------------
|BANK OF MONTREAL TRUST COMPANY,
as Trustee                                             |  |                     
|By:                                                                                    |  | Authorized Signature

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(Back
of Debenture)

13%
Senior Subordinated Exchange Debentures due 2009

[Unless
and until it is exchanged in whole or in part for Exchange Debentures in definitive form, this Exchange Debenture may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such successor Depository. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the
issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] 1



Capitalized
terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

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1.INTEREST.Adelphia Communications Corporation, a Delaware corporation (the
"Company") promises to pay interest on the principal amount of this Debenture at 13% per annum from
 until
July 15, 2009 and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company shall pay interest and
Liquidated Damages, if any, semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date"). Interest on the Exchange Debentures will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance;providedthat if there is no existing Default in the payment of interest, and if this Exchange
Debenture is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be . The Company shall
pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal from time to time on demand at a rate equal to the per annum rate on the Exchange Debentures then in
effect; it shall pay interest (including post-petition interest in any proceeding under Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard
to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2.METHOD OF PAYMENT.The Company shall make payments in respect of the Exchange Debentures represented by the
Global Exchange Debenture (including principal, interest and Liquidated Damages, If any) by wire transfer of immediately available funds to the accounts specified by the Exchange Debenture Custodian.
With respect to Exchange Debentures issued in definitive form, the Company shall make all payments of principal, interest and liquidated damages, if any, by mailing a check to each such Holder's
registered address,providedthat payments with respect to Exchange Debentures having an aggregate principal amount of $100,00 or more, the Holders of
which have given wire transfer instructions to the Company at least ten business days prior to the applicable payment date, will be required to be made by wire transfer of immediately available funds
to the accounts specified by the Holders thereof. The Exchange Debentures represented by the Global Exchange Debentures are expected to be eligible to trade in DTC's Same-Day Funds
Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that
secondary trading in the Definitive Exchange Debentures also will be settled in immediately available funds.

3.PAYING AGENT AND REGISTRAR.    Initially, Bank of Montreal Trust Company, the Trustee under the Indenture, will
act as Paying Agent and Registrar. The Exchange Debentures may be presented for registration of transfer and exchange at the offices of the Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4.INDENTURE.The Company issued the Exchange Debentures under an Indenture dated as of
,  ("Indenture") between the Company and the Trustee. The terms
of the Exchange Debentures include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
§§ 77aaa-77bbbb). The Exchange Debentures are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The
Exchange Debentures are senior subordinated unsecured obligations of the Company limited to $150 million in aggregate principal amount.

5.OPTIONAL REDEMPTION

The
Exchange Debentures will be subject to redemption on or after , 2002 at the option of the Company,
in whole or in part, upon not less than
30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus

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accrued
and unpaid interest and Liquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on July 15 of the years indicated
below:

Year

Redemption
Rate2002

106.500
%2003

105.417
%2004

104.333
%2005

103.250
%2006

102.167
%2007

101.083
%2008 and thereafter

100.000
%


In
addition, prior to July 15, 2000 the Company may, at its option, redeem up to 33% of the aggregate of (i) the Liquidation Preference of the Exchangeable Preferred Stock
issued less the Liquidation Preference of Exchangeable Preferred Stock exchanged for Exchange Debentures and (ii) the principal
amount of Exchange Debentures issued, with the net proceeds of one or more common equity offering received on or after the date of original issuance of the Exchangeable Preferred Stock at a redemption
price of 113% of the Liquidation Preference or principal amount, as the case may be, plus accumulated and unpaid dividends and Liquidated Damages, in the case of Exchangeable Preferred Stock and
accrued and unpaid interest and Liquidated Damages, in the case of Exchange Debentures;provided, that after any such redemption, at least 67% of the
aggregate of (i) the Liquidation Preference of the Exchangeable Preferred Stock issued less the Liquidation Preference of Exchangeable Preferred Stock exchanged for Exchange Debentures and
(ii) the principal amount of Exchange Debentures issued remain outstanding; andprovided further, that any such redemption shall occur within
75 days of the date of closing of such offering of common equity of the Company.

6.MANDATORY REDEMPTION.    Except as set forth in paragraph 7 below, the Company shall not be required to
make mandatory redemption payments with respect to the Exchange Debentures.

7.REPURCHASE AT OPTION OF HOLDER.Within 50 days of (i) the proposed occurrence of a Change of
Control or (ii) the occurrence of Change of Control Triggering Event, the Company shall be required to make an offer (a "Change of Control
Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Exchange Debentures at a purchase price equal to 100% of the principal
amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, which date shall be no later than 50 days from the date such notice is mailed
(the "Change of Control Payment Date"). Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence
of Change of Control Triggering Event, the Company shall mail a notice to each holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Such right to
require the repurchase of Exchange Debentures shall not continue after discharge of the Company from its obligations with respect to the Exchange Debentures. The board of directors of the Company may
not waive this provision.

8.SUBORDINATION.    Each Holder by accepting an Exchange Debenture agrees that the payment of principal of,
premium, if any, interest and liquidated damages on the Exchange Debentures is subordinated in right of payment, to the extent and in the manner provided in Article 11 of the Indenture, to the
prior payment in full of all Senior Debt (whether outstanding on the date of the Indenture or thereafter incurred), and that the subordination is for the benefit of the holders of Senior Debt.

9.DENOMINATIONS, TRANSFER, EXCHANGE.    The Exchange Debentures are in registered form without coupons in minimum
denominations of $1,000 in excess thereof. The transfer of Exchange Debentures may be registered and Exchange Debentures may be exchanged as provided in the Indenture.

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10.PERSONS DEEMED OWNERS.    The registered Holder of a Exchange Debenture may be treated as its owner for all
purposes.

11.AMENDMENT, SUPPLEMENT AND WAIVER.    Subject to certain exceptions, the Indenture or the Exchange Debentures
may be amended and supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Exchange Debentures, and any existing default or compliance with any
provision of the Indenture or the Exchange Debentures may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Exchange Debentures. Without the consent
of any Holder of an Exchange Debenture, the Indenture or the Exchange Debentures may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertified Exchange
Debentures in addition to or in place of certificated Exchange Debentures, to provide for the assumption of the Company's obligations to Holders of the Exchange Debentures in case of a merger or
consolidation, to transfer, assign, mortgage or pledge any property to the Trustee and otherwise comply with the covenant to secure Exchange Debentures equally with other Subordinated Indebtedness, to
make any change that would provide any additional rights or benefits to the Holders of the Exchange Debentures or that does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.

12.DEFAULTS AND REMEDIES.    An Event of Default occurs if: (i) the Company defaults in the payment when
due of any interest on, or Liquidated Damages with respect to, any Exchange Debenture and such default continues for a period of 30 days (whether or not prohibited by Article 11 of the
Indenture; (ii) the Company defaults in the payment of the principal of any Exchange Debenture at its maturity (whether or not prohibited by Article 11 of the Indenture);
(iii) the Company fails to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Exchange Debentures for 60 days after written notice
to the Company but the Trustee or the Holders of at least 25% in principal amount of the Exchange Debentures then outstanding; (iv) the Company fails to pay when due principal, interest or
premium aggregating $10,000,000 or more with respect to any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of any such Indebtedness which default shall not be cured or
waived, or such acceleration shall not be rescinded or annulled, within 10 days after written notice; (v) a final judgment or final judgments for the payment of money are entered by a
court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries and such judgment or judgments remain undischarged for a period (during which execution shall not be
effectively stayed) of 60 days,providedthat the aggregate of all such judgments exceeds $10,000,000; or (vi) the Company or any
Restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the date of the event described in this clause, pursuant to or within the meaning of Bankruptcy Law:
(a) commences a voluntary case, (b) consents to the entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a Custodian of it or for all
or subsequently all of its property, or (d) makes a general assignment for the benefit of its creditors, (vii) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: (a) is for relief against the Company, or any Restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the effective date of such order or decree
in an involuntary case, (b) appoints a custodian of the Company, or any Restricted Subsidiary of restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the
effective date of such order or decree or for all or substantially all of its property or (c) orders the liquidation of the Company, or any restricted Subsidiary with liabilities greater than
$10,000,000 under GAAP as of the effective date of such order or decree; and the order or decree remains unstayed and in effect for 60 consecutive days. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Exchange Debentures may declare all the Exchange Debentures to be due and payable immediately.
Notwithstanding the foregoing, in the case an Event of Default specified in clauses (6) or (7) of Section 6.01 of the Indenture occurs with respect to the Company, or a Restricted
Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the effective date of such

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order
or decree, all outstanding Exchange Debentures will become due and payable without further action or notice. Holders of the Exchange Debentures may not enforce the Indenture or the Exchange
Debentures except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Exchange Debentures may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the Exchange Debentures notice of any continuing Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Exchange Debentures
then outstanding by notice to the Trustee may on behalf of the Holders of all of the Exchange Debentures waive any existing Default or Event of Default and its consequences under the Indenture, except
a continuing Default or Event of Default in the payment of the principal of and Liquidated Damages, if any, or interest on, the Exchange Debentures (provided,
however,that the Holders of a majority in aggregate amount of the then outstanding Exchange Debentures may rescind an acceleration and its consequence, including any related
payment default) or a default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Debenture affected.

The
Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event
of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Company is taking or proposes to take thereto.

13.TRUSTEE DEALINGS WITH COMPANY.The Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

14.NO RECOURSE AGAINST OTHERS.A director, officer, employee, incorporator or stockholder of the Company, as
such, shall not have any liability for any obligations of the Company under the Exchange Debentures or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Exchange Debenture waives and releases all such liability including any rights any general partner of the Company in its capacity as general partner. The
waiver and release are part of the consideration for the issuance of the Exchange Debentures.

15.AUTHENTICATION.This Debenture shall not be valid until authenticated by the manual signature of the Trustee
or an authenticating agent.

16.ABBREVIATIONS.Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TENENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

17.ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES.In addition to the rights provided to
Holders of Exchange Debentures under the Indenture, Holders of Transfer Restricted Securities shall have all the rights set forth in the Registration Rights Agreement dated as of July 7, 1997,
between the Company and the parties named on the signature pages thereof (the "Registration Rights Agreement").

18.CUSIP NUMBERS.Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP Numbers to be printed on the Exchange Debentures and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Exchange Debentures or as contained in any notice of redemption and reliance may be placed only on the other identification numbers
placed thereon.

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The
Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:



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ASSIGNMENT FORM

To assign this Debenture, fill in the form below: (I) or (we) assign and transfer this Debenture to

|(Insert assignee's soc. sec. or tax I.D. no.)        
|-----------------------------------------------------
|                                                     
|                                                     
|                                                     
|(Print or type assignee's name, address and zip code)

|and irrevocably appoint | 
|----------------------- | 
|                        | 
|                       

|Date: |  |  | Your Signature: | (Sign exactly as your name appears on the face of this Exchange Debenture)
|----- |  |  | --------------- | --------------------------------------------------------------------------

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Exchange Debenture purchased by the Company pursuant to Article 3 of the Indenture, check the box below:

o    Article 3

If you want to elect to have only part of the Exchange Debenture purchased by the Company pursuant to Article 3 of the Indenture, state the amount you
elect to have purchased:
$

|Date: |  |  | Your Signature: |                                                                          
|----- |  |  | --------------- | -------------------------------------------------------------------------
|      |  |  |                 | (Sign exactly as your name appears on the face of the Exchange Debenture)

| |  |  | Tax Identification No.: | 
| |  |  | ----------------------- | 

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