EXHIBIT 10.120

                      ADELPHIA COMMUNICATIONS CORPORATION

                                  $500,000,000

                          9 3/8% Senior Notes due 2009



                             UNDERWRITING AGREEMENT

                                                              November 10, 1999
CREDIT SUISSE FIRST BOSTON CORPORATION
SALOMON SMITH BARNEY INC.
as Representatives of the several Underwriters
named on Schedule I hereto
     c/o Credit Suisse First Boston Corporation
     Eleven Madison Avenue
     New York, New York  10010-3629

Ladies and Gentlemen:

                  Adelphia Communications Corporation, a Delaware corporation
(the "Company"), may issue and sell from time to time a series of its debt
securities registered under the registration statement referred to in Section
1(a) hereof. The Company proposes to sell $500,000,000 in aggregate principal
amount of its 9 3/8% Senior Notes due 2009 (collectively, the "Securities" and,
individually, a "Security"), to the several underwriters named on Schedule I
hereto (the "Underwriters"). The Securities will be issued pursuant to an
Indenture dated as of April 28, 1999 (the "Base Indenture") as supplemented by a
Second Supplemental Indenture (the "Supplemental Indenture" and, together with
the Base Indenture, the "Indenture") between the Company and Harris Trust
Company of New York, as trustee (the "Trustee"). The form of the Supplemental
Indenture will be filed on Form 8-K and incorporated by reference as an exhibit
to the registration statement referred to below.

                  1.       Representations,  Warranties and Agreements of the
Company. The Company represents and warrants to, and agrees with, the several
Underwriters on and as of the date hereof and the Closing Date (as defined in
Section 3) that:

                  (a) A registration statement (No. 333-78027), including a
         prospectus, with respect to the Securities have been prepared by the
         Company in conformity with the requirements of the Securities Act of
         1933, as amended (the "Securities Act"), and the rules and regulations
         (the "Rules and Regulations") of the Securities and Exchange Commission
         (the "Commission") thereunder and have become effective. Copies of such
         registration statement have been delivered by the Company to you as the
         Underwriters. As used in this Agreement, (i) "Registration Statement"
         means each such registration statement, as amended and supplemented to
         the date hereof; (ii) "Basic Prospectus" means the prospectus included
         in the Registration Statement; and (iii) "Prospectus" means the Basic
         Prospectus, together with any prospectus amendment or supplement
         (including in each case all documents incorporated therein by reference
         (the "Incorporated Documents")) specifically relating to the
         Securities, as filed with the Commission pursuant to paragraph (b) of
         Rule 424 of the Rules and Regulations. The Commission has not issued
         any order preventing or suspending the use of any Prospectus, and no
         proceedings for such purposes have been instituted or are pending or,
         to the knowledge of the Company, are contemplated by the Commission,
         and any request on the part of the Commission for additional
         information has been complied with.

                  (b) The Registration Statement and the Prospectus contain, and
         (in the case of any amendment or supplement to any such document, or
         any material incorporated by reference in any such document, filed with
         the Commission after the date as of which this representation is being
         made) will contain at all times during the period specified in
         Paragraph 4(c) hereof, all statements which are required by the
         Securities Act, the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), the Trust Indenture Act of 1939, as amended (the
         "Trust Indenture Act"), and the rules and regulations of the Commission
         under such Acts; the Indenture, with any amendments and supplements
         thereto will conform, with the requirements of the Trust Indenture Act
         and the rules and regulations of the Commission thereunder; and the
         Registration Statement, the Prospectus and the Incorporated Documents
         do not, and (in the case of any amendment or supplement to any such
         document, or any material incorporated by reference in any such
         document, filed with the Commission after the date as of which this
         representation is being made) will not, at any time during the period
         specified in Paragraph 4(c) hereof, contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading;
         provided that the Company makes no representation or warranty as to
         information contained in or omitted from any Registration Statement or
         any Prospectus in reliance and based upon information furnished to the
         Company by or on behalf of any Underwriter, it being understood and
         agreed that the only such information is that described as such in
         Section 9(b) hereof, or as to any statements in or omissions from the
         Statement of Eligibility of the Trustee under the Indenture.

                  (c) Neither the Company nor any of its material subsidiaries
         (the "Subsidiaries") has sustained since December 31, 1998 any material
         loss or interference with its business from fire, explosion, flood or
         other calamity, whether or not covered by insurance, or from any labor
         dispute or court or governmental action, order or decree, otherwise
         than as set forth or contemplated in the Prospectus; and, since the
         respective dates as of which information is given in the Prospectus,
         there has not been any reduction in the consolidated stockholders'
         equity or change in the capital stock, as applicable (other than
         reductions in the ordinary course of business consistent with prior
         periods), material increase in the total amount of short-term debt
         (excluding trade payables) or long-term debt of the Company or any of
         its Subsidiaries, or any material adverse change, or any development
         involving a prospective material adverse change, in or affecting the
         general affairs, management, financial position, partners' equity,
         shareholders' equity or results of operations of the Company and its
         subsidiaries or any of the Acquired Companies and their subsidiaries,
         otherwise than as set forth or contemplated in the Prospectus;

                  (d) Each of the Company and its Subsidiaries has good and
         marketable title in fee simple to all real property and good and
         marketable title to all personal property owned by them, in each case
         free and clear of all liens, encumbrances and defects except such as
         are described in the Prospectus or such as do not affect the value of
         such property and do not interfere with the use made and proposed to be
         made of such property by the Company and its Subsidiaries; and any real
         property and buildings held under lease by the Company and its
         Subsidiaries are held by them under valid, subsisting and enforceable
         leases with such exceptions as are not material and do not interfere
         with the use made and proposed to be made of such property and
         buildings by the Company and its Subsidiaries; except in any case that
         would not have a material adverse effect on the business, general
         affairs, management, financial position, partners equity or
         shareholders' equity (other than reductions in the ordinary course of
         business consistent with prior periods), results of operations or
         prospects of the Company and its Subsidiaries, taken as a whole a
         "Material Adverse Effect;"

                  (e) (i) Each of the Subsidiaries that is a partnership has
         been duly formed and is validly existing as a partnership in good
         standing under the laws of its state of formation, with full power and
         authority (partnership and other) to own its properties and conduct its
         business as described in the Prospectus, and has been duly qualified as
         a foreign partnership for the transaction of business and is in good
         standing under the laws of each other jurisdiction in which it owns or
         leases properties or conducts any business so as to require such
         qualification, or is subject to no material liability or disability by
         reason of the failure to be so qualified in any such jurisdiction
         except where the failure to so qualify would not have a Material
         Adverse Effect; and (ii) each of the Company and the Subsidiaries that
         are corporations has been duly incorporated and is validly existing as
         a corporation in good standing under the laws of its state of
         incorporation, with full power and authority (corporate and other) to
         own its properties and conduct its business as described in the
         Prospectus, and has been duly qualified as a foreign corporation for
         the transaction of business and is in good standing under the laws of
         each other jurisdiction in which it owns or leases properties or
         conducts any business so as to require such qualification, or is
         subject to no material liability or disability by reason of the failure
         to be so qualified in any such jurisdiction except where the failure to
         so qualify would not have a Material Adverse Effect;

                  (f) Each of the Company and its Subsidiaries has the ownership
         or authorized capitalizations, as the case may be, as set forth in the
         Prospectus, and all of the partnership interests of the Subsidiaries
         that are partnerships and all of the issued shares of capital stock of
         its Subsidiaries that are corporations have been duly and validly
         authorized and issued and with respect to shares of capital stock are
         fully paid and non-assessable; and all of the partnership interests of
         the Subsidiaries disclosed in the Prospectus as being owned directly or
         indirectly by the Company and all of the issued shares of capital stock
         of the Subsidiaries that are corporations disclosed in the Prospectus
         as being owned directly or indirectly by the Company have been duly and
         validly authorized and issued are fully paid and non-assessable and are
         owned directly or indirectly by the Company free and clear of all
         liens, encumbrances, equities or claims (other than liens to secure
         indebtedness under credit facilities disclosed in the Prospectus); and
         ownership of the various interests and shares of the Company and its
         Subsidiaries is as described in the Prospectus;

                  (g) The Securities have been duly authorized and, when issued
         and delivered pursuant to this Agreement, will have been duly executed,
         authenticated, issued and delivered and will constitute valid and
         legally binding obligations of the Company entitled to the benefits
         provided by the Indenture under which they are to be issued, which will
         be substantially in the form previously delivered to the Underwriters;
         the Indenture has been duly authorized by the Company and, when
         executed and delivered by the Company and the Trustee, the Indenture
         will constitute a valid and legally binding instrument, enforceable in
         accordance with its terms against the Company, subject, as to
         enforcement, to bankruptcy, insolvency, reorganization and other laws
         of general applicability relating to or affecting creditors' rights and
         to general equity principles; and the Securities and the Indenture will
         conform to the descriptions thereof in the Prospectus and will be in
         substantially the form previously delivered to the Underwriters;

                  (h) None of the transactions contemplated by this Agreement
         (including, without limitation, the use of the proceeds from the sale
         of the Securities) will violate or result in a violation of Section 7
         of the Exchange Act, or any regulation promulgated thereunder,
         including, without limitation, Regulations T, U and X of the Board of
         Governors of the Federal Reserve System;

                  (i) Prior to the date hereof, none of the Company or any of
         their affiliates (other than the Underwriters or any person acting on
         their behalf as to which the Company makes no representation) has
         taken, directly or indirectly, any action which is designed to or which
         has constituted or which might have been expected to cause or result in
         stabilization or manipulation of the price of any security of the
         Company in connection with the offering of the Securities;

                  (j) The issue and sale of the Securities and the compliance by
         the Company with all of the provisions of the Securities, the Indenture
         and this Agreement and the consummation of the transactions herein and
         therein contemplated will not conflict with or result in a breach or
         violation of any of the terms or provisions of, or constitute a default
         under, any material indenture, mortgage, deed of trust, sale/leaseback
         agreement, loan agreement or other similar financing agreement or
         instrument or other agreement or instrument (including, without
         limitation, any license or franchise granted to the Company or one of
         its Subsidiaries by a local franchising governmental body) to which the
         Company or any of its Subsidiaries is a party or by which the Company
         or any of its Subsidiaries is bound or has rights under or to which any
         of the property or assets of the Company or any of its Subsidiaries is
         subject, nor will such action result in any violation of the provisions
         of the certificate of incorporation or bylaws of the Company or its
         Subsidiaries that are corporations or the certificates of limited
         partnership or the partnership agreements of its Subsidiaries that are
         partnerships or any statute or any order, rule or regulation of any
         court or governmental agency or body having jurisdiction over the
         Company or any of its Subsidiaries or any of their properties; and no
         consent, approval, authorization, order, registration or qualification
         of or with any such court or governmental agency or body is required
         for the issue and sale of the Securities or the consummation by the
         Company of the transactions contemplated by this Agreement or the
         Indenture, other than such consents, approvals, authorizations,
         registrations or qualifications as may be required under state
         securities or Blue Sky laws in connection with the purchase and
         distribution of the Securities by the Underwriters;

                  (k) None of the Company or its Subsidiaries is in violation of
         its certificate of incorporation or bylaws, as the case may be, or in
         default in the performance or observance of any material obligation,
         agreement, covenant or condition contained in any indenture, mortgage,
         deed of trust, sale/leaseback agreement, loan agreement or other
         similar financing agreement or instrument or other agreement or
         instrument (including, without limitation, any license or franchise
         granted to the Company or a subsidiary by a local franchising
         governmental body) to which the Company or a subsidiary is a party or
         by which it or any of its properties may be bound, except for such
         defaults as would not have individually or in the aggregate a Material
         Adverse Effect;

                  (l) The statements set forth in the Prospectus under the
         caption "Description of the Notes," insofar as they purport to
         constitute a summary of the terms of the Securities, and incorporated
         by reference in the Prospectus from the Form 10-K and Forms 10-Q (each
         as defined in the Prospectus) under the captions "Business" and
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations," as applicable, insofar as they purport to
         describe the provisions of the laws and documents referred to therein,
         are accurate, complete and fair in all material respects;

                  (m) None of the Company or its Subsidiaries is or, after
         giving effect to the offering and sale of the Securities, will be an
         "investment company," or an entity "controlled" by an "investment
         company," as such terms are defined in the United States Investment
         Company Act of 1940, as amended (the "Investment Company Act");

                  (n) None of the Company, its Subsidiaries or any of their
         affiliates does business with the government of Cuba or with any person
         or affiliate located in Cuba within the meaning of Section 517.075,
         Florida Statutes;

                  (o) Other than as set forth in the Prospectus (including those
         matters referred to therein relating to general rulemakings and similar
         matters relating generally to the cable television industry), there are
         no legal or governmental proceedings pending to which the Company or
         any of its Subsidiaries is a party or of which any property of the
         Company or any of its Subsidiaries is the subject which, if determined
         adversely to the Company or any of its Subsidiaries, would individually
         or in the aggregate have a Material Adverse Effect and, to the best of
         the Company's knowledge, no such proceedings are threatened or
         contemplated by governmental authorities or by others; and except with
         respect to general rulemakings and similar matters relating generally
         to the cable television industry, during the time the Systems (as
         defined below) have been owned by the Company or a subsidiary (i) there
         has been no adverse judgment, order, or decree issued by the United
         States Federal Communications Commission (the "FCC") relating to any of
         the Systems that has not been disclosed in the Prospectus that would be
         required to be disclosed in a public offering registered under the
         Securities Act; (ii) there are no actions, suits, proceedings,
         inquiries or investigations by the FCC pending or threatened in writing
         against or affecting the Company, any of its Subsidiaries or any
         System; and (iii) to the Company's knowledge, after due inquiry, there
         is no reasonable basis for any such action, suit, proceeding or
         investigation;

                  (p) Each of Deloitte & Touche LLP, who has reported on the
         financial statements of the Company and some of the Acquired Companies
         (as defined below), and KPMG LLP, who has reported on the financial
         statements of some of the Acquired Companies, is an independent public
         accountant as required by the Securities Act and the rules and
         regulations of the Commission thereunder;

                  (q)      This Agreement has been duly authorized, executed and
         delivered by the Company;

                  (r) Except for matters covered by paragraph (v) below or with
         respect to matters that would not individually or in the aggregate have
         a Material Adverse Effect, (i) the Company and its Subsidiaries have
         made all filings, recordings and registrations with, and possess all
         validations or exemptions, approvals, orders, authorizations, consents,
         licenses, certificates and permits from, the FCC, applicable public
         utilities and other federal, state and local regulatory or governmental
         bodies and authorities or any subdivision thereof, including, without
         limitation, cable television franchises, pole attachment agreements,
         and cable antenna relay service, broadcast auxiliary, earth station,
         business radio, microwave or special safety radio service licenses
         issued by the FCC (collectively, the "Authorizations") necessary or
         appropriate to own, operate and construct the cable communication
         systems owned by them (the "Systems") or otherwise for the operation of
         their businesses and are not in violation thereof; (ii) all such
         Authorizations are in full force and effect, and no event has occurred
         that permits, or after notice or lapse of time could permit, the
         revocation, termination or modification of any Authorization which is
         necessary or appropriate to own, operate and construct the Systems or
         otherwise for the operation of any such business; (iii) none of the
         Company or any of its Subsidiaries is in violation of any duty or
         obligation required by the United States Communications Act of 1934, as
         amended (the "Communications Act"), or any FCC rule or regulation
         applicable to the operation of any portion of any of the Systems; (iv)
         none of the Company or any of its Subsidiaries is in violation of any
         duty or obligation required by state or local laws, or local rules or
         regulations applicable to the operation of any portion of any of the
         Systems; (v) there is not pending or, to the best knowledge of the
         Company or any of its Subsidiaries, threatened, any action by the FCC
         or state or local regulatory authority to modify, revoke, cancel,
         suspend or refuse to renew any Authorization; (vi) other than as
         described in the Prospectus, there is not now issued or outstanding or,
         to the best knowledge of the Company or any of its Subsidiaries,
         threatened, any notice of any hearing, material violation or material
         complaint against the Company or any of its Subsidiaries with respect
         to the operation of any portion of the Systems and none of the Company
         or its Subsidiaries has any knowledge that any person intends to
         contest renewal of any material Authorization;

                  (s) (i) (A) The Company and its Subsidiaries have entered
         into, or have rights under, all required programming agreements
         (including, without limitation, all non-broadcast affiliation
         agreements under which the Company and its Subsidiaries are accorded
         retransmission rights relating to programming that the Systems provide
         to their customers) that are material to the conduct of their business
         as described in the Prospectus; and (B) all such material agreements
         are in full force and effect and none of the Company, any of its
         Subsidiaries or any of its affiliates has received any written notice
         of revocation or material modifications of such material agreements;
         and (ii)(A) either the Company or its Subsidiaries has entered into
         agreements with the television stations that have notified the Company
         or its Subsidiaries that such station's respective consent is required
         to carry such stations on the Systems or has ceased carrying such
         stations; (B) all such agreements grant the Company or one of its
         Subsidiaries retransmission consent in exchange for various non-cash
         consideration; and (C) all such agreements are in full force and effect
         and are not subject to revocation (except in the case of material
         breach by the Company or its Subsidiaries) or material modifications,
         and no event has occurred that permits, or after notice or lapse of
         time could permit, the revocation, termination or material modification
         of any such agreement, except where the failure of such agreements to
         be in full force and effect or such revocation would not, in either
         case, individually or in the aggregate have a Material Adverse Effect;

                  (t) Except for matters that would not individually or in the
         aggregate have a Material Adverse Effect, (i) all registration
         statements and all other documents (including but not limited to annual
         reports) required by the FCC in connection with the operation of the
         Systems have been filed with the FCC; (ii) all frequencies within the
         restricted aeronautical and navigational bands (i.e., 108-136 MHz and
         225-400 MHz) which are currently being used in connection with the
         operation of the Systems have been authorized for such use by the FCC;
         (iii) each of the Systems subject to Equal Employment Opportunity
         Commission ("EEOC") compliance certification by the FCC has been
         certified by the FCC for annual EEOC compliance during the time such
         Systems have been owned by the Company or its Subsidiaries; and (iv)
         all towers associated with the Systems are in compliance with the rules
         and regulations of the United States Federal Aviation Administration;

                  (u) Except for matters that would not individually or in the
         aggregate have a Material Adverse Effect, none of the Company or any of
         its Subsidiaries is in breach or violation of, or in default under, any
         of the terms, conditions or provisions of the Communications Act or the
         rules, regulations or policies of the FCC thereunder;

                  (v) (i) Except for matters that would not individually or in
         the aggregate have a Material Adverse Effect, all statements of
         accounts and any other filings that are required under Section 111 of
         the United States Copyright Act of 1976, as amended, in connection with
         the retransmission of any broadcast television and radio signals on the
         Systems have been timely filed with the United States Copyright Office
         and indicated royalty payments have been made for each System for each
         accounting period during which such Systems have been owned by the
         Company or its Subsidiaries; (ii) none of the Company, any of its
         Subsidiaries or any System has received any inquiry or request from the
         United States Copyright Office or from any other party challenging or
         questioning any such statements of account or royalty payments; and
         (iii) no claim of copyright infringement has been made or threatened in
         writing against the Company, any of its Subsidiaries or any System;

                  (w) Neither the execution and delivery of this Agreement or
         the Indenture, nor the consummation of the transactions contemplated
         hereby and thereby or by the Prospectus under "Use of Proceeds," nor
         compliance with the terms, conditions and provisions thereof by the
         Company, will conflict with the Communications Act or the rules,
         regulations or policies of the FCC thereunder, or will cause any
         suspension, revocation, impairment, forfeiture, nonrenewal or
         termination of any material license, permit, franchise, certificate,
         consent, authorization, designation, declaration, filing, registration
         or qualification;

                  (x) Neither the execution and delivery of this Agreement or
         the Indenture, nor the execution, delivery, offer, issuance and sale of
         the Securities, nor compliance with the terms, conditions and
         provisions thereof by the Company, requires any license, permit,
         franchise, certificate, consent, authorization, designation,
         declaration, filing, registration or qualification by or with the FCC;
         and

                  (y) On October 1, 1999, the Company consummated its previously
         announced  acquisition of Century   Communication   Corp.,   Harron
         Communications   Corp.  and  FrontierVision   Partners,   L.P.
         (collectively, the "Acquired Companies").

                  2. Purchase of the Securities. (a) On the basis of the
representations, warranties and agreements contained herein, and subject to the
terms and conditions set forth herein, the Company agrees to issue and sell to
each of the Underwriters, severally and not jointly, and each of the
Underwriters, severally and not jointly, agrees to purchase from the Company,
the principal amount of Securities set forth opposite the name of such
Underwriter on Schedule 1 hereto at a purchase price equal to 99.204% of the
principal amount thereof.

                  The Company shall not be obligated to deliver any of the
Securities except upon payment for all of the Securities to be purchased as
provided herein. The Company acknowledges and agrees that the Underwriters may
sell Securities to any affiliate of an Underwriter and that any such affiliate
may sell Securities purchased by it to an Underwriter.

                  3. Delivery of and Payment for the Securities. (a) Delivery of
and payment for the Securities shall be made at the offices of Latham & Watkins,
New York, New York, or at such other place as shall be agreed upon by the
Underwriters and the Company, at 10:00 A.M., New York City time, on November 16,
1999, or at such other time or date, not later than seven full business days
thereafter, as shall be agreed upon by the Representatives and the Company (such
date and time of payment and delivery being referred to herein as the "Closing
Date").

                  (b) On the Closing Date, payment of the purchase price for the
Securities shall be made to the Company by wire transfer of immediately
available funds to an account at a bank acceptable to Credit Suisse First Boston
Corporation ("CSFBC"), or by such other means as the parties hereto shall agree
prior to the Closing Date, against delivery to the Underwriters of the
certificates evidencing the Securities. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further
condition of the obligations of the Underwriters hereunder. Upon delivery, the
Securities shall be in global form, registered in such names and in such
denominations as CSFBC on behalf of the Underwriters shall have requested in
writing not less than two full business days prior to the Closing Date. The
Company agrees to make one or more global certificates evidencing the Securities
available for inspection by CSFBC on behalf of the Underwriters in New York, New
York at least 24 hours prior to the Closing Date.

                  4. Further  Agreements  of the  Company.  The  Company  agrees
with  each  of the  several

Underwriters:

                  (a) To furnish promptly to the Underwriters and to counsel for
         the Underwriters a conformed copy of each Registration Statement as
         originally filed and each amendment or supplement thereto filed prior
         to the date hereof or relating to or covering the Securities, and a
         copy of each Prospectus filed with the Commission, including all
         documents incorporated therein by reference and all consents and
         exhibits filed therewith and to file with the Commission pursuant to
         Rule 424 a prospectus supplement, in form and substance satisfactory to
         CSFBC and its counsel, relating to the offering contemplated hereby no
         later than the close of business on November 11, 1999;

                  (b) To deliver promptly to the Underwriters such reasonable
         number of the following documents as the Underwriters may request: (i)
         conformed copies of the Registration Statement (excluding exhibits
         other than the computation of the ratio of earnings to fixed charges,
         the Indenture and this Agreement), (ii) the Prospectus and (iii) any
         documents incorporated by reference in the Prospectus;

                  (c) During such period following the date hereof as, in the
         opinion of counsel for the Underwriters, the Prospectus is required by
         law to be delivered, to comply with the Securities Act, the Exchange
         Act, the Trust Indenture Act and the rules and regulations under each
         thereof, so as to permit the completion of the distribution of the
         Securities as contemplated in this Agreement and in the Prospectus. If
         at any time when a prospectus is required by the Securities Act to be
         delivered in connection with sales of the Securities, any event shall
         occur or condition shall exist as a result of which it is necessary, in
         the reasonable opinion of counsel for the Underwriters or for the
         Company, to amend the Registration Statement or amend or supplement the
         Prospectus in order that the Prospectus will not include any untrue
         statements of a material fact or omit to state a material fact
         necessary in order to make the statements therein not misleading in the
         light of the circumstances existing at the time it is delivered to a
         purchaser, or if it shall be necessary, in the opinion of such counsel,
         at any such time to amend the Registration Statement or amend or
         supplement the Prospectus in order to comply with the requirements of
         the Securities Act or the Rules and Regulations, the Company will
         promptly prepare and file with the Commission, subject to paragraph (d)
         below, such amendment or supplement as may be necessary to correct such
         statement or omission or to make the Registration Statement or the
         Prospectus comply with such requirements, and the Company will furnish
         to the Underwriters such number of copies of such amendment or
         supplement as the Underwriters may reasonably request;

                  (d) Prior to filing with the Commission during the period
         referred to in (c) above (i) any amendment to the Registration
         Statement, (ii) the Prospectus or any amendment thereto, (iii) the
         prospectus supplement utilized in connection with this offering or any
         amendment or supplement thereto, or (iv) any document incorporated by
         reference in any of the foregoing or any amendment or supplement to
         such incorporated document, to furnish a copy thereof to the
         Underwriters and to counsel for the Underwriters and not to file any
         document that shall have been disapproved by the Underwriters, provided
         that neither CSFBC's consent to, nor the Underwriters delivery of, any
         such amendments or supplement shall constitute a waiver of any of the
         conditions set forth in Section 6 hereof;

                  (e) To advise the Underwriters promptly (i) when any
         post-effective amendment to the Registration Statement relating to or
         covering the Securities becomes effective or any supplement to the
         Prospectus shall have been filed, (ii) of any comments from the
         Commission or any request or proposed request by the Commission for an
         amendment or supplement to the Registration Statement (insofar as the
         amendment or supplement relates to or covers the Securities), to the
         Prospectus, to any document incorporated by reference in any of the
         foregoing or for any additional information, (iii) of the issuance by
         the Commission of any stop order suspending the effectiveness of the
         Registration Statement or any order directed to the Prospectus or any
         document incorporated therein by reference or the initiation or threat
         of any stop order proceeding or of any challenge to the accuracy or
         adequacy of any document incorporated by reference in any Prospectus,
         (iv) of receipt by the Company of any notification with respect to the
         suspension of the qualification of the Securities for sale in any
         jurisdiction or the initiation or threat of any proceeding for that
         purpose and (v) of the happening of any event which makes untrue any
         statement of a material fact made in the Registration Statement or the
         Prospectus or which requires the making of a change in the Registration
         Statement or the Prospectus in order to make any material statement
         therein not misleading;

                  (f) If, during the period referred to in (c) above, the
         Commission shall issue a stop order suspending the effectiveness of the
         Registration Statement, to make every reasonable effort to obtain the
         lifting of that order at the earliest possible time;

                  (g) to file promptly all reports and any definitive proxy or
         information statements required to be filed by the Company with the
         Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
         Exchange Act subsequent to the date of the Prospectus and for so long
         as the delivery of a Prospectus is required in connection with the
         offering and sale of the Securities;

                  (h) as soon as practicable to make generally available to the
         Company's security holders and to deliver to the Underwriters an
         earning statement of the Company and its Subsidiaries (which need not
         be audited) complying with Section 11(a) of the Securities Act and the
         Rules and Regulations (including, at the option of the Company, Rule
         158);

                  (i) for so long as the Securities are outstanding, to furnish
         to the Underwriters copies of any annual reports, quarterly reports and
         current reports filed by the Company with the Commission on Forms 10-K,
         10-Q and 8-K, or such other similar forms as may be designated by the
         Commission, and such other documents, reports and information as shall
         be furnished by the Company to the Trustee or to the holders of the
         Securities pursuant to the Indenture or the Exchange Act or any rule or
         regulation of the Commission thereunder;

                  (j) to promptly take from time to time such actions as the
         Underwriters may reasonably request to qualify the Securities for
         offering and sale under the securities or Blue Sky laws of such
         jurisdictions as the Underwriters may designate and to continue such
         qualifications in effect for so long as required for the resale of the
         Securities; and to arrange for the determination of the eligibility for
         investment of the Securities under the laws of such jurisdictions as
         the Underwriters may reasonably request; provided that the Company and
         its Subsidiaries shall not be obligated to qualify as foreign
         corporations in any jurisdiction in which they are not so qualified or
         to file a general consent to service of process in any jurisdiction;

                  (k) not to, for so long as the Securities are outstanding, be
         or become, or be or become owned by, an open-end investment company,
         unit investment trust or face-amount certificate company that is or is
         required to be registered under Section 8 of the Investment Company
         Act, and to not be or become, or be or become owned by, a closed-end
         investment company required to be registered, but not registered
         thereunder;

                  (l) in connection with the offering of the Securities, until
         CSFBC on behalf of the Underwriters shall have notified the Company of
         the completion of the distribution of the Securities, not to, and to
         cause its affiliated purchasers (as defined in Regulation M under the
         Exchange Act) not to, either alone or with one or more other persons,
         bid for or purchase, for any account in which it or any of its
         affiliated purchasers has a beneficial interest, any Securities, or
         attempt to induce any person to purchase any Securities; and not to,
         and to cause its affiliated purchasers not to, make bids or purchase
         for the purpose of creating actual, or apparent, active trading in or
         of raising the price of the Securities;

                  (m) in connection with the offering of the Securities, to make
         its officers, employees, independent accountants and legal counsel
         reasonably available upon request by the Underwriters and to cooperate
         with the Underwriters and Underwriters' counsel with their due
         diligence review through the Closing Date;

                  (n) to furnish to each of the Underwriters on the date hereof
         a copy of each of the independent accountants' reports included in
         Registration Statement signed by the accountants rendering such
         reports;

                  (o) to do and perform all things required to be done and
         performed by it under this Agreement that are within its control prior
         to or after the Closing Date, and to use its best efforts to satisfy
         all conditions precedent on its part to the delivery of the Securities;

                  (p) to not take any action prior to the execution and delivery
         of the Indenture which, if taken after such execution and delivery,
         would have violated any of the covenants contained in the Indenture;

                  (q)      to not take any action prior to the Closing Date
         which would  require the  Prospectus to
         be amended or supplemented pursuant to Section 4(c); and

                  (r)      to  apply  the  net  proceeds  from  the  sale of the
         Securities  as set  forth  in the
         Prospectus under the heading "Use of Proceeds".

                  5. Conditions of Underwriters' Obligations. The respective
obligations of the several Underwriters hereunder are subject to the accuracy,
on and as of the date hereof and the Closing Date, of the representations and
warranties of the Company contained herein, to the accuracy of the statements of
the Company and its officers made in any certificates delivered pursuant hereto,
to the performance by the Company of its obligations hereunder, and to each of
the following additional terms and conditions:

                  (a) The Prospectus and supplement referred to in Section 4(a)
         of this Agreement shall have been timely filed with the Commission in
         accordance with Section 4(a) of this Agreement. Prior to the Closing
         Date, no stop order suspending the effectiveness of the Registration
         Statement or any part thereof shall have been issued and no proceeding
         for that purpose shall have been initiated or threatened by the
         Commission; and any request of the Commission for inclusion of
         additional information in the Registration Statement or the Prospectus
         or otherwise shall have been complied with to the reasonable
         satisfaction of the Underwriters.

                  (b) The Prospectus (and any amendments or supplements thereto)
         shall have been printed and copies distributed to the Underwriters as
         promptly as practicable on or following the date of this Agreement or
         at such other date and time as to which the Underwriters may agree.

                  (c) None of the Underwriters shall have discovered and
         disclosed to the Company on or prior to the Closing Date that the
         Prospectus or any amendment or supplement thereto contains an untrue
         statement of a fact which, in the opinion of counsel for the
         Underwriters, is material or omits to state any fact which, in the
         opinion of such counsel, is material and is required to be stated
         therein or is necessary to make the statements therein not misleading.

                  (d) All corporate proceedings and other legal matters incident
         to the authorization, form and validity of each of this Agreement, the
         Indenture and the Securities (collectively, the "Transaction
         Documents") and the Prospectus, and all other legal matters relating to
         the Transaction Documents and the transactions contemplated thereby,
         shall be satisfactory in all material respects to the Underwriters, and
         the Company shall have furnished to the Underwriters all documents and
         information that they or their counsel may reasonably request to enable
         them to pass upon such matters.

                  (e) The Underwriters shall have received on the Closing Date
         an opinion of Buchanan Ingersoll Professional Corporation, counsel for
         the Company, dated the Closing Date and addressed to the Underwriters,
         to the effect that:

                                    (i) The Company has been duly incorporated
                  and is validly existing as a corporation in good standing
                  under the laws of the state of its formation with full
                  corporate power and authority to own its properties and
                  conduct its business as described in the Prospectus;

                                    (ii)  This Agreement has been duly
                  authorized,  executed and  delivered by the Company;

                                    (iii) The Securities have been duly
                  authorized and, when issued and delivered pursuant to this
                  Agreement, will have been duly executed, authenticated, issued
                  and delivered and will constitute valid and legally binding
                  obligations of the Company entitled to the benefits provided
                  by the Indenture and enforceable against the Company in
                  accordance with its terms, subject, as to enforcement, to
                  bankruptcy, insolvency, reorganization, moratorium and other
                  laws of general applicability relating to or affecting
                  creditors' rights and to general equity principles and further
                  except that (a) rights to contribution or indemnification may
                  be limited by the laws, rules or regulations of any
                  governmental authority or agency thereof or by public policy,
                  and (b) waivers as to usury, stay or extension laws may be
                  unenforceable; and the Securities and the Indenture conform in
                  all material respects to the descriptions thereof in the
                  Prospectus;

                                    (iv) The Indenture has been duly authorized,
                  executed and delivered by the Company and duly qualified under
                  the Trust Indenture Act, assuming that the Indenture is a
                  valid and binding agreement of the Trustee, constitutes a
                  valid and legally binding instrument, enforceable in
                  accordance with its terms against the Company, subject, as to
                  enforcement, to bankruptcy, insolvency, reorganization,
                  moratorium and other laws of general applicability relating to
                  or affecting creditors' rights and to general equity
                  principles and further except that (a) rights to contribution
                  or indemnification may be limited by the laws, rules or
                  regulations of any governmental authority or agency thereof or
                  by public policy, and (b) waivers as to usury, stay or
                  extension laws may be unenforceable;

                                    (v) The Registration Statement has become
                  effective under the Securities Act and the Prospectus
                  (including the prospectus supplement contemplated by Section
                  4(a) hereof) was filed pursuant to Rule 424(b) of the Rules
                  and Regulations and, to our knowledge, no stop order
                  suspending the effectiveness of the Registration Statement has
                  been issued or proceeding for that purpose has been instituted
                  or threatened by the Commission;

                                    (vi) The Registration Statement and the
                  Prospectus comply as to form in all material respects with the
                  requirements for registration statements on Form S-3 under the
                  Securities Act, the Trust Indenture Act and the rules and
                  regulations of the Commission thereunder;

                                    (vii) The issue and sale of the Securities
                  and the compliance by the Company with all of the provisions
                  of the Securities, the Indenture and this Agreement and the
                  consummation of the transactions herein and therein
                  contemplated will not contravene the provisions of the
                  certificate of incorporation and bylaws of the Company, or to
                  the best of our knowledge, any order, rule or regulation of
                  any court or governmental agency or body having jurisdiction
                  over the Company;

                                    (viii) The statements set forth in the
                  Prospectus under the caption "Description of the Notes,"
                  insofar as they purport to constitute a summary of the terms
                  of the Securities, are accurate in all material respects, and
                  the statements in the Prospectus under the heading "Certain
                  United States Tax Considerations to Non-United States
                  Holders," insofar as they purport to constitute a summary of
                  laws, governmental rules or regulations or documents, are
                  accurate in all material respects;

                                    (ix) The Company is not an "investment
                  company" or an entity "controlled" by an "investment company,"
                  as such terms are defined in the Investment Company Act; and

                  In addition, such counsel shall also state that such counsel
has participated in conferences with officers and representatives of the Company
and its subsidiaries, representatives of the independent public accountants for
the Company and the Underwriters at which the contents of the Registration
Statement and the Prospectus (including the Incorporated Documents) and related
matters were discussed and, although such counsel is not passing upon and does
not assume any responsibility for and has not verified the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and the Prospectus, and has not made any independent check or
verification thereof, on the basis of the foregoing (relying as to materiality
to the extent such counsel deemed appropriate upon facts provided by officers
and other representatives of the Company), no facts have come to the attention
of such counsel that lead such counsel to believe that the Registration
Statement, as of the date it was declared effective, or the Prospectus, as of
its date or as of the Closing Date, in each case including the Incorporated
Documents, contained or contains any untrue statement of material fact or
omitted or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no belief or
opinion with respect to the financial statements and other financial and
statistical data included therein).

                  The opinion of such counsel may be limited to the laws of the
Commonwealth of Pennsylvania, the General Corporation Law of the State of
Delaware and the federal laws of the United States.

                  (f) The  Underwriters  shall  have  received  on the  Closing
         Date an opinion of Randall D. Fisher,  Esq.,  General Counsel to the
         Company,  dated the Closing Date and addressed to the Underwriters,
         to the effect that:

                                    (i) Except as set forth in the Prospectus,
                  each of the Company and its subsidiaries has all of the
                  licenses, permits, franchises and authorizations, if any,
                  required by the relevant governmental authorities of each of
                  New York, Virginia, Pennsylvania, Ohio, New Jersey,
                  Massachusetts, New Hampshire, Vermont, Michigan, Connecticut,
                  Wyoming, Wisconsin, Indiana, Alabama, Mississippi, Puerto
                  Rico, Georgia, Idaho, Washington, California, New Mexico, and
                  Montana (collectively, the "Adelphia Jurisdictions") and/or
                  its political subdivisions for the provision of cable
                  television service (as such counsel understands service to be
                  provided which may be based on a certificate of an officer of
                  the Company, provided that such counsel shall state that they
                  believe that both the Underwriters and he are justified in
                  relying on such certificate), where the failure to obtain or
                  hold such license, permit, franchise or authorization would
                  have a Material Adverse Effect;

                                    (ii) To the best of such counsel's knowledge
                  after due inquiry, each of the Company and its subsidiaries
                  has made all filings, reports, applications and submissions
                  required by the laws and ordinances relating to cable services
                  of each of the Adelphia Jurisdictions and the ordinances of
                  the jurisdiction's political subdivisions relating thereto,
                  and the rules and regulations promulgated therewith;

                                    (iii) Each of the Company and its
                  subsidiaries has the consents, approvals, authorizations,
                  licenses, certificates, permits, or orders of any governmental
                  authorities of the each of the Adelphia Jurisdictions and its
                  political subdivisions, if any, required for the consummations
                  of the transactions contemplated in the Underwriting Agreement
                  where the failure to obtain the consents, approvals,
                  authorizations, licenses, certificates, permits or orders
                  would have a Material Adverse Effect;

                                    (iv) There are no actions, suits or
                  proceedings pending or, to the best of such counsel's
                  knowledge, threatened by or before any court or governmental
                  body each of the Adelphia Jurisdictions (other than Vermont)
                  against or affecting any of the Company or its subsidiaries,
                  or the business of the Company and its subsidiaries or, with
                  respect to Vermont, which if adversely determined would have a
                  Material Adverse Effect;

                                    (v) The statements in the Prospectus under
                  the headings "Risk Factors - We are Subject to Extensive
                  Regulation" and "Risk Factors - Competition," insofar as they
                  relate to the Company and its subsidiaries operations each of
                  the Adelphia Jurisdictions and purport to describe the
                  provisions of the laws and documents referred to therein, are
                  accurate, complete and fair in all material respects; and

                                    (vi) Neither the execution and delivery of
                  the Underwriting Agreement nor the offering of the Securities
                  contemplated thereby will conflict with or result in a
                  violation of any order or regulation of each of the Adelphia
                  Jurisdictions or its political subdivisions applicable to the
                  Company and its subsidiaries, the conflict with or the
                  violation of which would have a material adverse effect on the
                  Company and its subsidiaries.

                  (g) The Underwriters shall have received on the Closing Date
         an opinion of Colin H. Higgin, Deputy General Counsel to the Company,
         dated the Closing Date and addressed to the Underwriters, to the effect
         that:

                                    (i) None of the Company or its subsidiaries
                  is in violation of its certificate of incorporation, by-laws,
                  certificate of limited partnership or partnership agreement,
                  as applicable, or in default in the performance or observance
                  of any material obligation, covenant or condition contained in
                  any partnership agreement, indenture, mortgage, deed of trust,
                  loan agreement, lease or other agreement or instrument to
                  which it is a party or by which it or any of its properties
                  may be bound;

                                    (ii) Each of the Company and its
                  subsidiaries has been duly qualified as a foreign corporation
                  or partnership, as the case may be, for the transaction of
                  business and is in good standing under the laws of each other
                  jurisdiction in which it owns or leases properties or conducts
                  any business so as to require such qualification, or is
                  subject to no material liability or disability by reason of
                  the failure to be so qualified in any such jurisdiction,
                  except where the failure to so qualify would not have a
                  Material Adverse Effect (such counsel being entitled to rely
                  in respect of the opinion in this clause upon opinions of
                  local counsel and in respect of matters of fact upon
                  certificates of officers of the Company, provided that such
                  counsel shall state that he believes that both the
                  Underwriters and he are justified in relying upon such
                  opinions and certificates);

                                    (iii) Each subsidiary of the Company is
                  owned directly or indirectly by the Company, free and clear of
                  all liens, encumbrances, equities or claims (other than liens
                  to secure indebtedness under credit facilities disclosed in
                  the Prospectus) (such counsel being entitled to rely in
                  respect of the opinion in this clause upon opinions of local
                  counsel and in respect of matters of fact upon certificates of
                  officers of the Company or its subsidiaries, provided that
                  such counsel shall state that he believes that both the
                  Underwriters and he are justified in relying upon such
                  opinions and certificates);

                                    (iv) To the best of such counsel's knowledge
                  and other than as set forth in the Prospectus, there are no
                  legal or governmental proceedings pending to which the Company
                  or any of its subsidiaries is a party or of which any property
                  of the Company or any of its subsidiaries is the subject
                  which, if determined adversely to the Company or any of its
                  subsidiaries, would individually or in the aggregate have a
                  material adverse effect on the current or future consolidated
                  financial position, shareholder's equity, partners' equity, or
                  results of operations of the Company and its subsidiaries;
                  and, to the best of such counsel's knowledge, no such
                  proceedings are threatened or contemplated by governmental
                  authorities or threatened by others;

                                    (v) The issue and sale of the Securities and
                  the compliance by the Company with all of the provisions of
                  the Securities, the Indenture and this Agreement and the
                  consummation of the transactions herein and therein
                  contemplated will not, to the best of my knowledge after due
                  inquiry, conflict with or result in a breach or violation of
                  any of the terms or provisions of, or constitute a default
                  under any material indenture, mortgage, deed of trust,
                  sale/leaseback transaction, loan agreement or other similar
                  financing agreement, or instrument or other agreement or
                  instrument (including, without limitation, any license or
                  franchise granted to the Company or a subsidiary by a local
                  franchising governmental body) to which the Company or any of
                  its subsidiaries is a party or by which the Company or any of
                  its subsidiaries is bound or to which any of the property or
                  assets of the Company or any of its subsidiaries is subject,
                  nor will such actions result in any violation of the
                  provisions of the certificate of incorporation, by-laws, the
                  certificate of limited partnership or the partnership
                  agreements of the Company and its subsidiaries, as
                  appropriate, or any statute or any order, rule or regulation
                  of any court or governmental agency or body having
                  jurisdiction over the Company or any of its subsidiaries or
                  any of their properties; and

                                    (vi) No consent, approval, authorization,
                  order, registration or qualification of or with any such court
                  or governmental agency or body is required for the issue and
                  sale of the Securities or the consummation by the Company of
                  the transactions contemplated by this Agreement or the
                  Indenture, except such consents, approvals, authorizations,
                  registrations or qualifications as may be required under state
                  securities or Blue Sky laws in connection with the purchase
                  and resale of the Securities by the Underwriters.

                  In addition, such counsel shall also state that such counsel
has participated in conferences with officers and representatives of the Company
and its subsidiaries, representatives of the independent public accountants for
the Company and the Underwriters at which the contents of the Registration
Statement and the Prospectus (including the Incorporated Documents) and related
matters were discussed and, although such counsel is not passing upon and does
not assume any responsibility for and has not verified the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and the Prospectus, and has not made any independent check or
verification thereof, on the basis of the foregoing (relying as to materiality
to the extent such counsel deemed appropriate upon facts provided by officers
and other representatives of the Company), no facts have come to the attention
of such counsel that lead such counsel to believe that the Registration
Statement, as of the date it was declared effective, or the Prospectus, as of
its date or as of the Closing Date, in each case including the Incorporated
Documents, contained or contains any untrue statement of material fact or
omitted or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no belief or
opinion with respect to the financial statements and other financial and
statistical data included therein).

                  (h) The Underwriters shall have received on the Closing Date
         an opinion of Fleischman & Walsh, P.C., special regulatory counsel for
         the Company and its subsidiaries, dated the Closing Date, and addressed
         to the Underwriters to the effect that:

                                    (i) The communities listed in Section A of
                  Attachment 1 to the opinion have been registered with the FCC
                  in connection with the operation of the Systems. The filing of
                  a registration statement constitutes initial FCC authorization
                  for the commencement of cable television operations in the
                  community registered.

                                    (ii) The subsidiaries hold certain FCC
                  licenses, as that term is defined below ("FCC Licenses"). All
                  FCC Licenses and receive-only earth station registrations held
                  by the subsidiaries in connection with the operation of the
                  Cable Systems are listed on Attachment 1 to the Opinion. To
                  the best of our knowledge, all such FCC Licenses have been
                  validly issued or assigned to the present licensee and are
                  currently in full force and effect. We have no knowledge of
                  any event which would allow, or after notice or lapse of time
                  which would allow, revocation or termination of any FCC
                  License held by the subsidiaries or would result in any other
                  material impairment of the rights of the holder of such
                  license. To the best of our knowledge, no other FCC Licenses
                  are required in connection with the operation of the Cable
                  Systems by the subsidiaries in the manner we have advised they
                  are presently being operated. For the purposes of this
                  opinion, an FCC License is defined as an authorization, or
                  renewal thereof, issued by the FCC authorizing the
                  transmission of radio energy through the airways.

                                    (iii) Other than proceedings affecting the
                  cable television industry generally, there is no action, suit
                  or proceeding pending before or, to the best of our knowledge,
                  threatened by the FCC which is reasonably likely to have a
                  materially adverse impact upon the cable television operations
                  of the Company and its subsidiaries taken as a whole.

                                    (iv) Statements of Account required by
                  Section 111 of the Copyright Act of 1976, as amended have been
                  filed, together with royalty payments accompanying said
                  Statements of Account, with the U.S. Copyright Office for the
                  Cable Systems covering each of the accounting periods
                  beginning with January 1 through June 30, 1996 accounting
                  period and ending with the January 1 through June 30, 1999
                  accounting period during which such Cable Systems have been
                  operated by the subsidiaries. We have not reviewed the
                  information or calculations contained in these Statements, and
                  express no opinion with respect to the accuracy thereof. Based
                  solely on material in counsel's file and material
                  representations provided by the Company, to the best of such
                  counsel's knowledge, there is no pending or threatened claim
                  against the Company or any of its subsidiaries for copyright
                  infringement or for non-payment of royalty fees nor does such
                  counsel know of any basis for such a claim.

                                    (v) The Company has obtained all consents,
                  approvals and authorizations of the FCC, if any, required for
                  the consummation of the transactions of the transactions
                  contemplated in the Underwriting Agreement where the failure
                  to obtain the consents, approval, authorizations, licenses,
                  certificates, permits or orders would reasonably be expected
                  to have a materially adverse impact on the Company or the
                  subsidiaries.

                                    (vi) Neither the execution and delivery of
                  the Underwriting Agreement nor the offering of the Securities
                  contemplated thereby will conflict with or result in a
                  violation of any order or regulation of the FCC applicable to
                  the Company and the subsidiaries, the conflict with or the
                  violation of which would reasonably be expected to have a
                  materially adverse impact on the Company or the subsidiaries.
                  However, we call your attention to the following.

                                    (vii) Under the Communications Act as now in
                  effect, the sale or other disposition of certain pledged
                  collateral and the exercise of certain other rights and
                  remedies conferred upon you by any agreement or by applicable
                  law might constitute an assignment of an FCC licensee, or
                  transfer of control of an FCC license, requiring for its
                  consummation the prior consent of the FCC granted upon an
                  appropriate application thereof.

                                    (viii) Under the Communications Act as now
                  in effect, and as now interpreted by the FCC, no valid
                  security interest may be granted in an FCC license. To the
                  extent that the Underwriting Agreement and/or related
                  financing documents purport to grant to you a security
                  interest in any FCC licenses, such security interest may not
                  be legally enforceable.

                                    (ix) In the course of our representation of
                  the Company and its subsidiaries, no matters have come to our
                  attention, other than matters affecting the cable television
                  industry generally, which would reasonable be expected to have
                  a materially adverse impact upon the cable television
                  operations of the Company and the subsidiaries taken as a
                  whole.

                                    (x) In our opinion, the Statements in the
                  Prospectus under the headings "Risk Factors - We are Subject
                  to Extensive Regulation" and the statements incorporated by
                  reference in the Prospectus by reference to the Company's
                  Transition Report on Form 10-K for the transition period from
                  April 1, 1998 to December 31, 1998 and the Company's Quarterly
                  Reports on Form 10-Q for the quarters ended March 31, 1999 and
                  June 30, 1999 under the heading "Management's Discussion and
                  Analysis of Financial Condition and Results of Operations -
                  Regulatory and Competitive Matters," insofar as they purport
                  to describe the provisions of the law referred to therein
                  regarding the cable television industry, are accurate,
                  complete and fair in all material respects.

                  (i) The Underwriters shall have received from Latham &
         Watkins, counsel for the Underwriters, such opinion or opinions, dated
         the Closing Date, with respect to such matters as the Underwriters may
         reasonably require, and the Company shall have furnished to such
         counsel such documents and information as they request for the purpose
         of enabling them to pass upon such matters.

                  (j) The Company shall have furnished to the Underwriters a
         letter from each of Deloitte & Touche LLP and KPMG LLP, addressed to
         the Underwriters and dated the Closing Date covering the matters
         previously requested by the Representatives, in form and substance
         satisfactory to CSFBC and their counsel in their sole discretion.

                  (k) The Company shall have furnished to the Underwriters a
         certificate, dated the Closing Date, of its chief executive officer and
         its chief financial officer stating that (A) such officers have
         carefully examined the Registration Statement and the Prospectus, (B)
         in their opinion, the Registration Statement and the Prospectus did not
         include any untrue statement of a material fact and did not omit to
         state a material fact required to be stated therein or necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading, and no event has occurred
         which should have been set forth in a supplement or amendment to the
         Registration Statement and the Prospectus so that the Registration
         Statement and the Prospectus (as so amended or supplemented) would not
         include any untrue statement of a material fact and would not omit to
         state a material fact required to be stated therein or necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading and (C) as of the Closing
         Date, the representations and warranties of the Company in this
         Agreement are true and correct in all material respects, the Company
         has complied with all agreements and satisfied all conditions on its
         part to be performed or satisfied hereunder on or prior to the Closing
         Date, no stop order suspending the effectiveness of the Registration
         Statement has been issued and no proceedings for that purpose have been
         instituted or, to the best of such officer's knowledge, are
         contemplated by the Commission, and subsequent to the date of the most
         recent financial statements contained in the Registration Statement and
         the Prospectus, there has been no material adverse change in the
         financial position or results of operation of the Company or any of its
         subsidiaries, or any change, or any development including a prospective
         change, in or affecting the condition (financial or otherwise), results
         of operations, business or prospects of the Company and its
         subsidiaries taken as a whole, except as set forth in the Prospectus.

                  (l) The Indenture shall have been duly executed and delivered
         by the Company and the Trustee, and the Securities shall have been duly
         executed and delivered by the Company and duly authenticated by the
         Trustee.

                  (m) If any event shall have occurred that requires the Company
         under Section 4(d) to prepare an amendment or supplement to the
         Prospectus, such amendment or supplement shall have been prepared, the
         Underwriters shall have been given a reasonable opportunity to comment
         thereon, and copies thereof shall have been delivered to the
         Underwriters reasonably in advance of the Closing Date.

                  (n) Subsequent to the execution and delivery of this Agreement
         or, if earlier, the dates as of which information is given in the
         Registration Statement (exclusive of any amendment thereto) and the
         Prospectus (exclusive of any supplement thereto), there shall not have
         been any change, or any development involving a prospective change,
         that would have a Material Adverse Effect on the Company and
         Subsidiaries, taken as a whole, not contemplated by the Prospectus, the
         effect of which, is, in the judgment of a majority in interest of the
         Underwriters including the Representatives, so material and adverse as
         to make it impracticable or inadvisable to proceed with the public
         offering of the Securities on the terms and in the manner contemplated
         by this Agreement and the Prospectus (exclusive of any supplement
         thereto).

                  (o) No action shall have been taken and no statute, rule,
         regulation or order shall have been enacted, adopted or issued by any
         governmental agency or body which would, as of the Closing Date,
         prevent the issuance or sale of the Securities; and no injunction,
         restraining order or order of any other nature by any federal or state
         court of competent jurisdiction shall have been issued as of the
         Closing Date which would prevent the issuance or sale of the
         Securities.

                  (p) Subsequent to the execution and delivery of this
         Agreement, there shall not have occurred (i) any downgrading in the
         rating of any debt securities of the Company by any "nationally
         recognized statistical rating organization" (as defined for purposes of
         Rule 436(g) under the Act), or any public announcement that any such
         organization has under surveillance or review its rating of any debt
         securities of the Company (other than an announcement with positive
         implications of a possible upgrading, and no implication of a possible
         downgrading, of such rating); (ii) any material suspension or material
         limitation of trading in securities generally on the New York Stock
         Exchange or the American Stock Exchange or any setting of minimum
         prices for trading on such exchange, or any suspension of trading of
         any securities of the Company on any exchange or in the
         over-the-counter market; (iii) any banking moratorium declared by U.S.
         Federal or New York authorities; or (iv) any outbreak or escalation of
         major hostilities in which the United States is involved, any
         declaration of war by Congress or any other substantial national or
         international calamity or emergency if, in the judgment of a majority
         in interest of the Underwriters including the Representatives, the
         effect of any such outbreak, escalation, declaration, calamity or
         emergency makes it impractical or inadvisable to proceed with
         completion of the public offering or the sale of and payment for the
         Securities.

                  All opinions, letters, evidence and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Underwriters.

                  6. Effectiveness and Termination. This Agreement shall become
effective upon the execution of this Agreement. The obligations of the
Underwriters hereunder may be terminated by the Underwriters, in their absolute
discretion, by notice given to and received by the Company prior to delivery of
and payment for the Securities if, prior to that time, any of the events
described in Section 5 shall have occurred and be continuing.

                  7. Defaulting Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase the Securities hereunder on the Closing
Date and the aggregate principal amount of shares of the Securities that such
defaulting Underwriter or Underwriters agreed but failed to purchase does not
exceed 10% of the total principal amount of the Securities that the Underwriters
are obligated to purchase on such Closing Date, CSFBC may make arrangements
satisfactory to the Company for the purchase of such Securities by other
persons, including any of the Underwriters, but if no such arrangements are made
by such Closing Date, the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase
the Securities that such defaulting Underwriters agreed but failed to purchase
on such Closing Date. If any Underwriter or Underwriters so default and the
aggregate--principal amount of the Securities with respect to which such default
or defaults occur exceeds 10% of the total principal amount of the Securities
that the Underwriters are obligated to purchase on such Closing Date and
arrangements satisfactory to CSFBC and the Company for the purchase of such
Securities by other persons are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Sections 8 and
9. As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section. Nothing herein will relieve a
defaulting Underwriter from liability for its default.

                  8. Reimbursement of Underwriters' Expenses. If (a) the Company
shall fail to tender the Securities for delivery to the Underwriters for any
reason permitted under this Agreement or (b) the Underwriters shall decline to
purchase the Securities for any reason permitted under this Agreement, the
Company shall reimburse the Underwriters for such out-of-pocket expenses
(including reasonable fees and disbursements of counsel) as shall have been
reasonably incurred by the Underwriters in connection with this Agreement and
the proposed public offering and sale of the Securities, and upon demand the
Company shall pay the full amount thereof to the Underwriters. If this Agreement
is terminated pursuant to Section 7 by reason of the default of one or more of
the Underwriters, the Company shall not be obligated to reimburse any defaulting
Underwriter on account of such expenses.

                  9. Indemnification and Contribution. (a) The Company shall
indemnify and hold harmless each Underwriter, its partners, directors and
officers and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the Act, against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (b) below.

                    (b) Each Underwriter will severally and not jointly
indemnify and hold harmless the Company, its directors and officers and each
person, if any who controls the Company within the meaning of Section 15 of the
Act, against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement, the Prospectus, or any amendment or
supplement thereto, or any related preliminary prospectus, or arise out of or
are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company by such Underwriter through the Representatives specifically for use
therein, and will reimburse any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred, it being understood
and agreed that the only such information furnished by any Underwriter consists
of the following information in the Prospectus furnished on behalf of each
Underwriter: the method of sale information appearing in (i) the third paragraph
of the cover page and (ii) the second paragraph under the caption
"Underwriting."

                    (c) Promptly after receipt by an indemnified party under
this Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above. In case any such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party. The indemnifying party shall not be liable
in any one claim or action or separate but substantially similar or related
claims or actions in the same jurisdiction for the expenses of more than one
separate counsel in additional to local counsel.

                    (d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriters on the other from the offering
of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by the Underwriters. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

                    (e) The obligations of the Company under this Section shall
be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Company, to each officer of the Company
who has signed a Registration Statement and to each person, if any, who controls
the Company within the meaning of the Act.

                  10. Persons Entitled to Benefit of Agreement. This Agreement
shall inure to the benefit of and be binding upon the Underwriters, the Company
and their respective successors. This Agreement and the terms and provisions
hereof are for the sole benefit of only those persons, except as provided in
Sections 9 and 10 with respect to affiliates, officers, directors, employees,
representatives, agents and controlling persons of the Company and the
Underwriters. Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons referred to in this Section 11, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.

                  11. Expenses. The Company agrees with the Underwriters to pay
(a) the costs incident to the authorization, issuance, sale, preparation and
delivery of the Securities and any taxes payable in that connection; (b) the
costs incident to the preparation, printing and filing under the Securities Act
of the Registration Statement and any amendments and exhibits thereto; (c) the
costs of printing and distributing the Registration Statement as originally
filed and each amendment thereto and any post-effective amendments thereof
(including, in each case, exhibits), the Prospectus and any amendment or
supplement thereto, all as provided in this Agreement; (d) the costs of
printing, reproducing and distributing the Indenture, this Agreement and any
underwriting and selling group documents; (e) the filing fees incident to
securing any required review by the National Association of Securities Dealers,
Inc. of the terms of sale of the Securities; (f) the fees and expenses of the
Company's counsel and independent accountants; (g) the fees and expenses of
preparing, printing and distributing Blue Sky Memoranda (including related fees
and expenses of counsel to the Underwriters); (h) any fees charged by rating
agencies for rating the Securities; (i) all fees and expenses of the Trustee and
any paying agent (including related fees and expenses of any counsel to such
parties); and (j) all other costs and expenses incident to the performance of
the obligations of the Company under this Agreement; provided that, except as
provided in this Section 11 and Section 8, the Underwriters shall pay their own
costs and expenses.

                  12. Survival. The respective indemnities, rights of
contribution, representations, warranties and agreements of the Company and the
Underwriters contained in this Agreement or made by or on behalf of the Company
or the Underwriters pursuant to this Agreement or any certificate delivered
pursuant hereto shall survive the delivery of and payment for the Securities and
shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf of any
of them or any of their respective affiliates, officers, directors, employees,
representatives, agents or controlling persons.

                  13.      Notices,  etc.. All statements,  requests,  notices
and agreements hereunder shall be in writing, and:

                  (a)      if to the Underwriters,  shall be delivered or sent
         by mail or telecopy  transmission to
         Credit Suisse First Boston Corporation;  Eleven Madison Avenue,
         New York, New York 10010-3629,  Attention:
         Investment Banking Department - Transactions Advisory Group (telecopier
         no.: (212) 325-8278); or

                  (b)      if to the Company,  shall be delivered or sent by
         mail or telecopy  transmission  to the
         address of the  Company  set forth in the  Registration  Statement,
         Attention:  Chief  Financial  Officer(telecopier no.: (814) 274-7098);

provided that any notice to an Underwriter pursuant to Section 9(c) shall also
be delivered or sent by mail to such Underwriter at its address set forth on the
signature page hereof. Any such statements, requests, notices or agreements
shall take effect at the time of receipt thereof. The Company shall be entitled
to act and rely upon any request, consent, notice or agreement given or made on
behalf of the Underwriters by CSFBC.

                  14.      Definition of Terms. For purposes of this  Agreement,
(a) the term "business day" means any day on which the New York Stock Exchange,
Inc. is open for trading and (b) the term "subsidiary" has the meaning set forth
in Rule 405 under the Securities Act.

                  15.      Representation  of  Underwriters. The Representatives
will act for the several Underwriters in connection with this financing, and any
action under this Agreement taken by the Representatives jointly or by CSFBC
will be binding upon all the Underwriters.

                  16.      Governing  Law. This  Agreement  shall be governed by
and construed in accordance with the laws of the State of New York.

                  17.      Counterparts.  This  Agreement  may be executed in
one or more counterparts (which may include counterparts delivered by
telecopier) and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.

                  18.      Amendments.  No  amendment  or  waiver  of any
provision of this Agreement, nor any consent or approval to any departure
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the parties hereto.

                  19.      Headings.  The headings  herein are inserted for
convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement.



<PAGE>


                  If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.

                                     Very truly yours,

                           ADELPHIA COMMUNICATIONS CORPORATION


                                  By_/S/ Michael J. Rigas_
                                      --------------------
                                      Name: Michael J. Rigas
                                      Title: Executive Vice President


<PAGE>



The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
 date first above written:

CREDIT SUISSE FIRST BOSTON CORPORATION
SALOMON SMITH BARNEY INC.
Acting on behalf of themselves and as
the Representatives of the several Underwriters



By:  CREDIT SUISSE FIRST BOSTON CORPORATION



By: /s/ Joseph D. Fashano_
    ---------------------
    Name: Joseph D. Fashano
    Title: Director


<PAGE>


<TABLE>
<CAPTION>

                                   SCHEDULE 1

                                                                         Principal
                                                                         Amount

Underwriters                                                             of Securities
------------                                                             -------------
<S>                                                                     <C>
Credit Suisse First Boston Corporation                                   $329,333,333
Salomon Smith Barney Inc.                                                 164,666,667
BNY Capital Markets, Inc.                                                   1,000,000
Chase Securities Inc.                                                       1,000,000
Nesbitt Burns Securities Inc.                                               1,000,000
PNC Capital Markets, Inc.                                                   1,000,000
Scotia Capital (USA) Inc.                                                   1,000,000
TD Securities (USA) Inc.                                                    1,000,000

                                                                          -----------
         Total                                                           $500,000,000
</TABLE>


<PAGE>