EXHIBIT
10.16.7  ADELPHIA COMMUNICATIONS CORPORATION
AND
HYPERION TELECOMMUNICATIONS CORPORATION
EXECUTIVE PERFORMANCE SHARE COMPENSATION PLAN   1.Purpose.  The purpose of the Adelphia Communications Corporation
and Hyperion Telecommunications Corporation Executive Performance Share
Compensation Plan (the Plan) is to provide an opportunity for certain key employees
of the Corporation to benefit from the growth in the value of Adelphia
Communications Corporation (Adelphia). 
Such benefit shall be realized by the award of Performance Units (as
defined herein), the value of which is related to the value of the common
capital stock of Adelphia.  The Plan is
also intended to benefit the Corporation by creating incentives to
participating key management employees.  2.Definitions.For the purposes of this Plan, the following
terms shall have the meanings defined in this section:  (a)Beneficiary
shall mean the person or persons designated by the Participant, upon such forms
to be provided by the Committee to receive payments of the Participants
Performance Units after the Participants death.  If the Participant shall fail to designate a
beneficiary, or if for any reason, such designation shall be ineffective or if
such beneficiary shall predecease the Participant or die simultaneously with
him, then the beneficiary shall be the Participants surviving spouse or if there
is no surviving spouse, the Participants issue per stirpes, and if none, the
Participants estate.  (b)Board
shall mean the Board of Directors of the Corporation.  (c)Committee
shall mean the Compensation Committee, which is appointed by the Board, and
which shall be comprised of at least two members who need not be members of the
Board.  (d)Compensation
of any Participant for any Plan Year shall mean the gross pay of the
Participant including all salary, wages and commissions.  Notwithstanding the foregoing, compensation shall
only be credited for purposes of awarding Performance Units under the Plan for
that portion of a Plan Year during which the Employee is considered eligible to
participate under the Plan.  (e)Corporation
shall collectively mean Adelphia Communications Corporation and Hyperion
Telecommunications Corporation.  (f)Effective
Date of the Plan shall be January 1, 1998.  (g)Employee
shall mean an individual who is actively employed by the Corporation on a
regular full-time basis as determined by the Corporation.


(h)Normal
Retirement Date shall mean the first day of the month coinciding with or next
following the Participants attainment of age sixty-five (65).  (i)Participant
shall mean an Employee who is awarded one or more Performance Units under the
Plan.  (j)Performance
Unit shall mean a Participants interest in the Plan, which shall be determined
pursuant to Paragraph 6 of this Plan.  (k)Plan
shall mean the Adelphia Communications Corporation and Hyperion
Telecommunications Corporation Executive Performance Share Compensation Plan.  (l)Plan Year shall
mean a calendar year.  (m)Shareholder
shall mean the owner of a share of Stock.  (n)Stock
shall mean shares of common capital stock of Adelphia.  (o)Total
Disability shall mean the inability of a Participant to perform the major
duties of his or her occupation due to sickness or injury and his or her
absence from work for the Corporation for a period of at least six (6) consecutive
months due to such sickness or injury.  3.Administration.The Plan shall be administered by the Committee
appointed jointly by the Board.  The
Committee shall from time to time, identify those Employees who are eligible
for an award of Performance Units and the time or times when such Performance
Units will be awarded.  Subject to
provisions of the Plan, the Committee shall have exclusive power to select the
key employees to be granted Performance Units, to determine the number of
Performance Units to be granted to each key employee selected and to determine
the time or times when Performance Units will be granted.  The authority granted to the Committee by the
preceding sentence will be exercised based upon recommendations received from
the management of the Corporation.  The Committee shall have authority to interpret the Plan, to adopt and
revise rules and regulations relating to the Plan, to determine the conditions
subject to which any awards of Performance Units may be made or payable, and to
make any other determinations which it believes necessary or advisable for the administration
of the Plan. All decisions of the Committee shall be made by majority vote of
the Committee.  The selection of an Employee
for an award of Performance Units and the amount of Performance Units to be
awarded shall be made by the Committee whose decisions shall be final and
binding on all parties with respect to all matters relating to the Plan.  4.Eligibility.  (a) Those Employees who have
key management responsibilities as determined by the Committee, are eligible to
be awarded Performance Units.  Initially,


those Employees who are heads of major functional areas and who earn
more than $90,000 in Compensation shall be eligible to participate in the Plan.  (b)Any
eligible Employee may be selected for an award of Performance Units under the
Plan if the Committee determines that such Employee performs services of
special importance to the operation and development of the business of the
Corporation.  (c)Notwithstanding
the foregoing, members of the Board shall not be eligible to participate in
this Plan.  (d)In
the event that an Employee becomes eligible to be awarded Performance Units
after the beginning of any Plan Year, only his Compensation earned while a
Participant in the Plan shall be credited for purposes of any Award granted hereunder.  5.Awards.Performance Units shall be awarded to such Participants of the Corporation
as the Committee shall determine. Performance Units shall be awarded at such
time or times and shall be subject to such terms and conditions, in addition to
the terms and conditions set forth in the Plan, as the Committee shall
determine.  6.Award of Performance Units.(a) 
As of the Effective Date of the Plan, the Committee shall credit
Performance Units to the Participant for any Plan Year based on the Participants
Compensation during that Plan Year and based upon the growth of the Stock of the
Corporation determined under the valuation formula set forth in Subparagraph
(c) hereunder.  The following Table I illustrates the potential bonus which Participants
may receive for any Plan Year.  Table I Bonus
Potential  Plan Year Compensation
  
  Potential Plan Year Bonus$150,000 and
  above
  
  34% of Compensation$125,000 to
  $149,999.99
  
  26% of Compensation$100,000 to
  $124,999.99
  
  16% of Compensation$90,000 to
  $99,999.99
  
  10% of Compensationbelow
  $90,000
  
  0% of Compensation  The following Table II illustrates the percentage of the Participants
potential bonus that will be credited as Performance Units based on the growth
in the Stock price of Adelphia as determined under Subparagraph (c).  Each Performance Unit shall represent each
dollar increment of potential bonus which will be credited to the Participant
based on the following Table.


Table II Crediting of Performance Units  Plan Year Growth in
  Stock Price*
  
  % of Potential Plan Year
  Bonus to be credited with
  Performance Unit30.00%
  
  100%27.57%
  
  85%25.50%
  
  70%23.25%
  
  55%21.00%
  
  40%18.75%
  
  30%16.50%
  
  20%14.25%
  
  10%12.00%
  
  5%less than
  12.00%
  
  0%  
 *See
Subparagraph 6(c) for Stock valuation formula  (b)The
Participants Award of Performance Units will be reduced dollar for dollar
based on amounts credited to the Participants account, if any, under the Stock
Value component of the Adelphia Communications Corporation 401 (k) Plan and
Stock Value Plan.  (c)The
growth in the Stock price for purposes of awarding Performance Units under this
Plan shall be valued based upon the following formula.  An annual average of Adelphias Stock will be
utilized.  The formula for the annual
average isthe closing stock price of common stock of Adelphia
for each trading day in the year divided by the number of trading days in the
year.  The formula for the Cumulative
Average Growth Rate (CAGR) is:(Last
value divided by initial value) raised to the power of (1 dividedby
(last year-first year))-1.  There will be a minimum price growth floor of 10% annual increase as of
the Effective Date of the Plan, subject to adjustment in the sole discretion of
the Committee.  For the first Plan Year, January 1,
1998 through December 31, 1998, a straight one year average price increase
will be utilized.  For the second Plan
Year, January 1, 1999 through December 31, 1999, a two year CAGR will
be utilized.  For the third Plan Year and
thereafter, a three year average CAGR will be utilized.  Furthermore, for the first three Plan Years
beginning January 1, 1998, a price of $18 per share will be used as the
Adelphia Communications Corporation base Stock price.  (d)The
Performance Units awarded to a Participant shall be credited to a Performance
Unit Account (the Account) established and maintained for such Participant.  The Account of a Participant (i) shall be the
record of the Performance Units awarded to him under the Plan, (ii) is solely
for accounting purposes and (iii) shall not require a segregation


of any Corporations assets.  (e)Each
award of Performance Units under the Plan to a Participant shall be
communicated by the Committee in writing to the Participant within 30 days
after the Date of Award.  (f)Each
award of Performance Units under the Plan shall be subject to the vesting schedule provided
in Paragraph 8(d) hereof.  7.Events Triggering Payment of Performance Units.A Participant shall receive payment for
Performance Units upon the earliest of the following to occur (such event to
hereinafter be referred to as the Payment Event):  (a)Participants
termination of employment with the Corporation for any reason (other than Total
Disability or involuntary termination);  (b)Participants
death; and  (c)Participants Normal Retirement Date.  The Committee may, in its sole discretion, permit an earlier Payment
Event such as upon full vesting so long as such earlier Payment Event is
requested by the Participant.  In the
event that a Participants employment isterminated as a result of his
Total Disability or involuntary termination, no payment shall be made to the
Participant under this Plan except as may be allowed inthe sole
discretion of the Committee.  8.Paymentfor Performance Units.  (a) Upon the occurrence of
a Payment Event, a Participant shall be entitled to receive, from the
Corporation, less any applicable tax withholding, an amount equal to the value
of the Participants Account as of the date of the Payment Event to the extent
vested determined in accordance with Paragraphs 6 and 8(d) hereof.  (b)Payment
to a Participant of the amount set forth in
Paragraph 8(a) of this Plan shall be made (i)in cash either
in a lump sum or inequal annual installments over a
period not to exceed ten (10) years, and/or (ii) inStock if so
permitted under applicable federal and state law.  The Committee shall have the sole discretion
to determine the method of payment under the Plan and the period over which
such payment shall be made.  Interest shall
not be paid on any installment payment.  For
purposes of Paragraph 8, the Participants Account shall be valued based on the
twenty day average price of the Stock ending February 28 of the year in
which the Payment Event occurs.  (c)Notwithstanding
any other provision of the Plan, the Participants Account and rights with respect
to any Performance Units (including, without limitation, rights to any payments
hereunder) will be terminated and forfeited, and the Corporation will have no further
obligation hereunder to a Participant, if any of the following occurs:


(i)The
Participant engages in competition with the Corporation during, or within one
year following termination of employment with the Corporation; or  (ii)The
Participant solicits any employee of the Corporation for the purposes of hiring
or engaging such employee in connection with any business of which the vendor, employee,
broker, agent, officer, principal, licensor or shareholder for a period of one
year following the Participants termination of employment; or  (iii)The Participant uses, disseminates
or discloses to anyone during, or within one year following his termination of
employment with the Corporation any Work Products as hereinafter defined,
unless it is specifically necessary to do so as part of his employment
responsibilities with the Corporation or unless the Participant is given prior express written permission
to do so by the Corporation; or  (iv)The
Participant discloses to the Corporation or induces the Corporation to use any
proprietary information or trade secrets of others, including those of his
former employers, or uses or discloses, except with the Corporations written permission,
information which the Corporation has received in confidence from others.  For purposes of this Plan, Work Products mean all tangible or intangible
information, whether oral, written or in any other medium, relating to the management,
operations, procedures, products, services, inventions or intellectual property
of the Corporation, whether developed by the Corporation internally or furnished
to the Company by third parties.  Work
Products include, by way of example but not limitation, all trade secrets, copyrightable
works, patentable works, know-how, designs, innovations, discoveries, formulations,
specifications, improvements, processes, response rates, product data, supplier
lists, customer lists, price lists, purchase and sales records, other sales information,
financial information, marketing information, computer programs, manuals or
documentation of any kind.  (d)Each
award of Performance Units under the Plan to a Participant shall vest over a
three (3) year period beginning December 31st following the date of the
award (Anniversary Date) and for two (2) subsequent years thereafter as
follows.  Anniversary Date of
  Award
  
  Percentage Vested1
  
  33 1/3%2
  
  66 2/3%3
  
  100%  (e)The
Committee shall have sole discretion with respect to the application of the
provisions of this Paragraph and such exercise of discretion shall be
conclusive and binding upon the Participant and all other persons.  9.Valuation.  For the purposes of the Plan, in the event there
is a dispute regarding the value of a Performance Unit or a Participants
interest therein, such dispute shall be resolved by the Committee in its sole
and absolute discretion.


10.Chanqes in Capital and Corporate Structure.In the event of any change in the
outstanding shares of Stock of Adelphia by reason of an issuance of additional
shares, recapitalization, reclassification, reorganization, stock split, reverse
stock split, combination of shares, stock dividend or similar transaction, the
Committee shall proportionately adjust, in an equitable manner, the number of Performance
Units held by Participants under the Plan. 
The foregoing adjustments shall be made in a manner that will cause the
relationship between the aggregate appreciation in outstanding Stock and
earnings per share of Adelphia and the increase in value of each Performance
Unit granted hereunder to remain unchanged as a result of the applicable
transaction.  11.Transferability.  Except as otherwise provided under Paragraph
7 with respect to death benefits, Performance Units awarded under the Plan, and
any rights and privileges pertaining thereto, may not be transferred, assigned,
pledged or hypothecated in any manner, by operation of the law, or otherwise,
and shall not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition or levy of attachment
or similar process upon a Performance Unit not specifically permitted herein shall
be null and void and without effect.  12.Rights as a Shareholder.  A Participant shall have no rights as a
Shareholder with respect to any Performance Units.  13.Withholding Taxes.  The Corporation shall have the right to
deduct from all amounts paid pursuant to the Plan any taxes, income or
otherwise, federal, state and local, required by law to be withheld with
respect to such awards.  14.Amendment of the Plan.The Board may,
without further action by the Shareholders and without receiving further consideration
from the Participants, amend this Plan, except as provided herein, or condition
or modify the award of Performance Units under this Plan for any reason
including in response to changes in securities or other laws or rules, regulations
or regulatory interpretations thereof applicable to the Plan or to comply with
stock exchange rules or requirements.  The Board may at any time and from time to time terminate, modify or
amend the Plan in any respect with or without the consent of the Participant.  No amendment to the Plan may alter, impair or
reduce the number of Performance Units granted under the Plan prior to the
effective date of such amendment without the written consent of any affected
Participant.  15.Funding of Plan.The Plan shall at all times be entirely
unfunded and no provision shall, at any time, be made with respect to segregating
assets of the Corporation for payment of any benefits hereunder.  No Participant or other person shall have any
interest in any particular assets of the Corporation by reason of the right to
receive a benefit under the Plan and any such Participant or other person shall
have only the rights of a general unsecured creditor of the Corporation with
respect to any rights under the Plan.


16.Right to Terminate Employment.Nothing in this Plan or any agreement
entered into pursuant to this Plan shall confer upon any Employee or
Participant the right to continued employment by the Corporation or any
subsidiary, or affect any right which the Corporation or any subsidiary may
have to terminate the employment of such Employee or Participant.  17.Governing Law.The provisions of this Plan shall be governed
and construed in accordance with the laws of the Commonwealth of Pennsylvania.  18.Severability.  If any provision of this Plan is found, held
or deemed to be void, unlawful, or unenforceable under any applicable statute
or other controlling law, the remainder of the Plan shall continue in full
force and effect.  19.Headinqs and Subheading.Headings and subheadings in this Plan are
for reference only.  In the event of a
conflict between a heading or subheading and the content of an article or
paragraph, the content shall control.  20.Gender.The masculine, as used herein, shall be deemed to include the feminine
and the singular to include plural, except where the context requires a
different construction.  IN WITNESS WHEREOF,the
Presidents of the Corporation have hereunto affixed their signatures signifying
the adoption of this Plan by the Board of Directors of the Corporation.  ATTEST:
  
  ADELPHIA
  COMMUNICATIONS CORPORATIONBy:
  /s/ ADELPHIA
  COMMUNICATIONS CORPORATIONHYPERION
  TELECOMMUNICATIONS
  CORPORATIONBy:
  /s/ HYPERION
  TELECOMMUNICATIONS CORPORATION