UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A-2
                                (Amendment No. 2)

 X Annual Report under Section 13 or 15(d) of the Securities Exchange Act
    of 1934

                      For the Year Ended December 31, 1999

____Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the transition period

                         Commission File Number: 0-16014

                       ADELPHIA COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                23-2417713
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)                Identification No.)

                        One North Main Street
                          Coudersport, PA              16915-1141
               (Address of principal executive offices) (Zip code)

                                  814-274-9830
               (Registrant's telephone number including area code)

        Securities registered pursuant to Section 12(b) of the Act: None.
           Securities registered pursuant to Section 12(g) of the Act:
                      Class A Common Stock, $.01 par value.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes      X        No  ____

Aggregate market value of outstanding Class A Common Stock par value $0.01, held
by non-affiliates of the registrant at March 29, 2000 was $4.64 billion based on
the closing sale price as computed by the NASDAQ National Market system as of
that date. For purposes of this calculation only, affiliates are deemed to be
directors and executive officers of the registrant.

At March 29, 2000, 113,051,118 shares of Class A Common Stock, par value $0.01,
and 16,735,998 shares of Class B Common Stock, par value $0.01, of the
registrant were outstanding.


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to the
Form 10-K.


<PAGE>


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                       ADELPHIA COMMUNICATIONS CORPORATION

                                TABLE OF CONTENTS


PART I

   EXPLANATORY NOTE:  PURPOSE OF THIS AMENDMENT ON FORM 10-K/A-2

<S>                                                                                                               <C>
   ITEM 1.  BUSINESS                                                                                                  3

   ITEM 2.  PROPERTIES                                                                                               26

   ITEM 3.  LEGAL PROCEEDINGS                                                                                        26

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                      28


PART II

   ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS                                                                                   30

   ITEM 6.  SELECTED FINANCIAL DATA                                                                                  31

   ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS                                                                                 34

   ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                                                49

   ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                              50

   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL  DISCLOSURE                                                                                 86


PART III

   ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                       86

   ITEM 11. EXECUTIVE COMPENSATION                                                                                   86

   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                           86

   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                           86


PART IV

   ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                                          86


</TABLE>


<PAGE>




PART I

(Dollars in thousands, except subscriber rates and per share amounts)


PURPOSE OF THIS AMENDMENT ON FORM 10-K/A-2

      Adelphia Communications Corporation and subsidiaries ("Adelphia" or the
"Company") is filing this amendment to its Annual Report on Form 10-K for the
year ended December 31, 1999 to give effect to the restatement of its previously
reported results for the nine months ended December 31, 1998 and the year ended
December 31, 1999. In connection with the restatement, the Company has
recognized a gain of $21,455 related to a cable systems swap consummated on
April 1, 1998 between Time Warner Entertainment and the Company. This
transaction was previously accounted for as an exchange of similar productive
assets in accordance with Accounting Principles Board Opinion No. 29,
"Accounting for Non-Monetary Transactions" and is now recorded as a business
combination in accordance with Accounting Principles Board Opinion No. 16,
"Business Combinations".

      This Form 10-K/A-2 includes such restated financial statements and related
notes thereto for the nine months ended December 31, 1998 and the year ended
December 31, 1999, and other information related to such restated financial
statements. Except for Items 6, 7 and 8 of Part II, and Exhibit 27.01 and the
Financial Statement Schedules filed under Part IV, no other information included
in the original report on Form 10-K, as amended by Form 10-K/A (Amendment No.
1), is amended by this Form 10-K/A-2.


ITEM 1.  BUSINESS

Introduction


      The Company is a leader in the telecommunications industry with cable
television and local telephone operations. Adelphia's operations consist of
providing telecommunications services primarily over networks, which are
commonly referred to as broadband networks because they can transmit large
quantities of voice, video and data by way of digital or analog signals. As of
December 31, 1999, Adelphia owned or managed cable television systems
("Systems") with broadband networks that passed in front of 7,902,707 homes and
served 5,124,594 basic subscribers. John J. Rigas, the Chairman, President,
Chief Executive Officer and founder of Adelphia, has owned and operated cable
television systems since 1952.


      On October 1, 1999, Adelphia acquired Century Communications Corp.
("Century") through a merger whereby Century was merged with and into a wholly
owned subsidiary of Adelphia, Arahova Communications, Inc. ("Arahova") pursuant
to an agreement and plan of merger, dated as of March 5, 1999, and as amended on
July 12, 1999 and as further amended on July 29, 1999. This transaction was
approved by Century and Adelphia stockholders at their respective stockholders'
meetings on October 1, 1999. As of October 1, 1999, Century had approximately
1,610,000 basic subscribers primarily in California, Puerto Rico, and throughout
the United States, after giving effect to Century's pending joint venture with
AT&T, which closed on December 7, 1999. At the effective time of the merger,
Adelphia also purchased Citizens Cable Company's 50% interest in the
Citizens/Century Cable Television Joint Venture, one of Century's 50% owned
joint ventures.

      Also on October 1, 1999 Adelphia acquired FrontierVision Partners, L.P.
("FrontierVision") and Harron Communications Corp. ("Harron"). As of the date of
acquisition, FrontierVision had approximately 710,000 basic subscribers
primarily in Ohio, Kentucky, New England and Virginia and Harron had
approximately 296,000 basic subscribers primarily in Southeastern Pennsylvania,
Michigan, Massachusetts and New Hampshire.

      Adelphia also owns 100% of the interests in Olympus Communications, L.P.
("Olympus"). On October 1, 1999, the redemption of the partnership interests in
Olympus held by Telesat Cablevision, Inc., a subsidiary of FPL Group, Inc. was
completed. Olympus is a limited partnership that operates a large cable system
in Florida. As of December 31, 1999, the broadband network for this system
passed in front of 974,861 homes and served 651,308 basic subscribers.

      Cable systems owned by the Company (the "Company Systems") are located in
32 states and Puerto Rico, and are organized into 12 regional clusters: Florida,
Western New York, Virginia, Western Pennsylvania, New England, Eastern

<PAGE>

Pennsylvania, Ohio, New Jersey, Los Angeles, Puerto Rico, Colorado and Other.
The Company Systems are located primarily in suburban areas of large and
medium-sized cities within the 50 largest television markets. As of December 31,
1999, the broadband networks for the Company Systems passed in front of
7,722,933 homes and served 4,990,092 basic subscribers.


      See Note 1 to Adelphia's Consolidated Financial Statements included in
Item 8 of this Form 10-K/A-2 for discussion of additional acquisitions during
the year ended December 31, 1999.


      Adelphia also provides management and consulting services to other
partnerships, corporations and limited liability companies engaged in the
ownership and operation of cable television systems (the "Managed
Partnerships"). John J. Rigas and members of his immediate family (collectively,
the "Rigas family"), including entities they own or control, have controlling
ownership interests in these entities. As of December 31, 1999, the broadband
networks for cable systems owned by these Rigas family partnerships and
corporations passed in front of 179,774 homes and served 134,502 basic
subscribers.

      On October 25, 1999, the shareholders of Hyperion Telecommunications, Inc.
("Hyperion"), a majority owned subsidiary of Adelphia, elected to change the
name of Hyperion to Adelphia Business Solutions, Inc. ("Adelphia Business
Solutions" or "ABIZ"). The name change was effective October 25, 1999.

      Adelphia Business Solutions is a leading national provider of
facilities-based integrated communications services to customers that include
businesses, governmental and educational end users and other communications
service providers throughout the United States. This means that Adelphia
Business Solutions provides its customers with alternatives to the incumbent
local telephone company for local telephone and communications services.
Adelphia Business Solutions' telephone operations are referred to as being
facilities-based, which means it generally owns the local communications
networks and facilities it uses to deliver these services, rather than leasing
or renting the use of another party's networks to do so. Adelphia Business
Solutions currently offers a full range of communications services in 53 markets
and expects by the end of the year 2000 to be offering services in approximately
115 markets nationwide, including substantially all of the top 40 metropolitan
statistical areas in the United States.

      On November 30, 1999, Adelphia Business Solutions issued and sold
8,750,000 shares of Class A common stock at a price to the public of $30.00 per
share. Simultaneously, Adelphia purchased 5,181,350 shares of Class B common
stock at a price equal to the public offering price less the underwriting
discount for the Class A common stock. These transactions raised approximately
$403,000 of net proceeds to continue to fund the expansion of Adelphia Business
Solutions' existing markets and to build new markets. At December 31, 1999,
Adelphia owned approximately 60% of the Adelphia Business Solutions' outstanding
common stock and held approximately 90% of the total voting power.


      Adelphia Business Solutions, Olympus, Arahova and FrontierVision are also
SEC registrants due to filing requirements for certain publicly held securities.
Additional information regarding these entities can be obtained by reviewing
their separate company filings with the Securities and Exchange Commission
("SEC").


      John J. Rigas, the Chairman, President, Chief Executive Officer and
controlling stockholder of Adelphia, is a pioneer in the cable television
industry, having built his first system in 1952 in Coudersport, Pennsylvania.
Adelphia was incorporated in Delaware on July 1, 1986 for the purpose of
reorganizing five cable television companies, then principally owned by the
Rigas family, into a holding company structure in connection with the initial
public offering of its Class A common stock. The Company's operations consist of
providing telecommunications services primarily over its broadband networks. The
Company did not have any material foreign operations or foreign sales in the
twelve months ended December 31, 1999.


      The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Annual Report on Form 10-K/A-2, including Management's Discussion and Analysis
of Financial Condition and Results of Operations, is forward-looking, such as
information relating to the effects of future regulation, future capital
commitments and the effects of competition. Such forward-looking information
involves important risks and uncertainties that could significantly affect
expected results in the future from those expressed in any forward-looking
statements made by, or on behalf of, the Company. These "forward looking
statements" can be identified by the use of forward-looking terminology such as
"believes", "expects," "may," "will," "should," "intends" or "anticipates" or
the negative thereof or other variations thereon or comparable terminology, or
by discussions of strategy that involve risks and uncertainties. These risks and
uncertainties include, but are not limited to, uncertainties relating to

<PAGE>

economic conditions, acquisitions and divestitures, the availability and cost of
capital, government and regulatory policies, the pricing and availability of
equipment, materials, inventories and programming, product acceptance,
developments and changes in the competitive environment in which the Company
operates. Persons reading this Annual Report on Form 10-K/A-2 are cautioned that
forward-looking statements herein are only predictions, that no assurance can be
given that the future results will be achieved, and that actual events or
results may differ materially as a result of the risks and uncertainties facing
the Company. For further information regarding those risks and uncertainties and
their potential impact on the Company, see the prospectus and most recent
prospectus supplement filed under Registration Statement No. 333-78027, under
the caption "Risk Factors."


Cable Television Operations

    Products and Services

      Video Services

      Systems receive a variety of television, radio and data signals
transmitted to receiving sites ("headends") by way of off-air antennas,
microwave relay systems and satellite earth stations. Signals are then
modulated, amplified and distributed primarily through fiber optic and coaxial
cable to subscribers, who pay fees for the service. Cable television systems are
generally constructed and operated pursuant to non-exclusive franchises awarded
by state or local government authorities for specified periods of time.

      Systems typically offer subscribers a package of basic video services
consisting of local and distant television broadcast signals,
satellite-delivered non-broadcast channels (which offer programming such as
news, sports, family entertainment, music, weather, shopping, etc.) and public,
governmental and educational access channels.

      In addition, premium service channels, which provide movies, live and
taped concerts, sports events and other programming, are offered for an extra
monthly charge. Systems also offer pay-per-view programming, which allows the
subscriber to order special events or movies and to pay on a per event basis.
Local, regional and national advertising time is sold in the majority of the
Systems, with commercial advertisements inserted on certain satellite-delivered
non-broadcast channels.

      Digital video services are available to Adelphia subscribers who lease or
purchase a digital converter. Digital TV is a computerized method of defining,
transmitting and storing information that makes up a television signal. Since
digital signals can be "compressed," Adelphia can transmit up to 12 channels in
the space currently used to transmit just one analog channel. Adelphia's digital
TV subscribers may also receive "multichannel" premium services, such as HBO 1,
2, 3 and 4 from east and west coast satellite feeds, enhanced pay-per-view
options with 18 movie channels, up to 40 channels of CD-quality music from Music
Choice and an interactive on-screen program guide to help them navigate the new
digital choices.

      Adelphia also sells advertising to various entities for local and national
advertising on certain channels carried by Adelphia, as well as mailings and
other media.

      High-Speed Data Services and Internet Access

      Power Link, the Company's high-speed data service provided through cable
modems, which includes residential, institutional, and business service
offerings, constitutes an alternative to the traditional slower speed data
offerings available through Internet Service Providers ("ISPs"). Power Link
offers customers speeds comparable to those available through a T1 line, at
costs that compare to a typical ISP plus a second telephone line. Also, as a
result of the acquisition of Century on October 1, 1999, Adelphia offers high
speed data services through @Home in certain systems in Arahova.

      The Company's deep fiber design allows the use of the expanded bandwidth
potential of digital compression technology for cable data and video services.
High speed cable data services are now available at speeds far in excess of that
which is currently available via a 28.8 kilobit or 56 kilobit per second
telephone modem. In addition, using a high speed cable modem and special
ethernet card allows the user to bypass telephone lines, does not require the
user to log on, and allows for multiple sessions or connections to multiple
services simultaneously.

      The Company also offers high speed Internet access through the use of one
way cable modems, which provide the high speeds of broadband on the data
downstream and utilize a telephone line return path. One way cable modems enable
the Company to offer the high speed data service to the bulk of its customers,
while completing the system buildout of two way broadband plant.

      The Company also offers traditional dial up Internet access for those
customers who initially prefer this method of Internet access to the higher
speeds of our broadband network. This establishes the Company as a full service
Internet provider and creates a customer base which can be upgraded to the high
speed service in the future.

      Other Services

      Adelphia offers wireless messaging services through its wholly owned
subsidiary, Page Time, Inc. ("Page Time"). Page Time provides one-way messaging
services to the Company's Systems via resale arrangements with existing paging
network operators.

      Adelphia also offers long distance telephone service on a resale basis.
Services offered include state-to-state and in-state long distance, as well as
800 service, international calling, calling card services and debit card
services. The Company's sales effort is focused on the consumer market and
emphasizes the simplicity and savings of one low usage fee available 24 hours a
day, 7 days a week with no monthly fee.

    Operating Strategy

      The Company's cable television operations strategy is to construct and
operate a broadband network capable of offering a broad range of
telecommunications services and providing superior customer service while
maximizing operating efficiencies. The Company intends to build on its expertise
as a cable television service provider, as well as to become a provider of
bundled communications services. It intends to combine its cable television
service with high speed data and internet access, paging and telephony services.

      By acquiring and developing systems in geographic proximity, the Company
has been able to realize significant operating efficiencies through the
consolidation of many managerial, administrative and technical functions. The
Systems have consolidated virtually all of their administrative operations,
including customer service, service call dispatching, marketing, human
resources, advertising sales and government relations into regional offices.
Each regional office has a related technical center which contains the
facilities necessary for the Systems' technical functions, including
construction, installation and system maintenance and monitoring. Consolidating
customer service functions into regional offices allows the Company to provide
customer service through better training and staffing of customer service
representatives, and by providing more advanced telecommunications and computer
equipment and software to its customer service representatives than would
otherwise be economically feasible in smaller systems. To this end, Adelphia has
completed several cable system swaps in order to further cluster systems in
close geographic proximity. Adelphia has entered into a significant cable system
swap with Comcast that is expected to close in 2000. (See "Recent Development of
Systems").

      The Company considers technological innovation to be an important
component of its service offerings and customer satisfaction. The Company
intends to continue the upgrade of its network infrastructure to add channel
capacity, increase digital transmission capabilities and further improve system
reliability. These improvements will enable the Company to continue its
introduction of additional services, such as digital video, high speed data and
internet service and impulse-ordered pay-per-view programming, which expand
customer choices and are expected to increase Company revenues. Management
believes that the Company is among the leaders of the cable industry in the
deployment of fiber optic cable with one of the most advanced broadband network
infrastructures.

Adelphia Business Solutions

    Products and Services

      Adelphia Business Solutions products and services are designed to appeal
to the sophisticated communications needs of its business, governmental and
educational customers. Adelphia and Adelphia Business Solutions are not in
competition for the same customer base. Adelphia concentrates on residential
customers, while Adelphia Business Solutions concentrates on business,
governmental and educational customers.
<PAGE>

      Local Services

      Adelphia Business Solutions provides local dial-tone services to
customers, which allows them to complete calls in its calling area and to access
a long distance calling area. Local services and long distance services can be
bundled together using the same transport facility. Adelphia Business Solutions'
networks are designed to allow a customer to easily increase or decrease
capacity and alter enhanced services as the communications requirements of the
business change. In addition to its core local services, Adelphia Business
Solutions also provides public payphone services, access to third party
directory assistance and operator services.

      Long Distance Services

      Adelphia Business Solutions provides domestic and international long
distance services for completing intrastate, interstate and international calls.
Long distance service is offered as an additional service to Adelphia Business
Solutions local exchange customers. Long distance calls which do not terminate
on Adelphia Business Solutions' networks (which are currently the bulk of such
calls) are passed to long distance carriers which route the remaining portion of
the call.

      Enhanced Services

      In addition to providing typical enhanced services such as voicemail, call
transfer and conference calling, Adelphia Business Solutions offers additional
value-added enhanced services to complement its core local and long distance
services. These enhanced service offerings include:

          Access to Internet Services--Enables customers to use its available
capacity for access to ISPs.

               Data Networking Services--Adelphia Business Solutions can provide
               high-speed, broadband services to use for data and Internet
               access such as Integrated Services Digital Network ("ISDN") and
               Primary Rate Interface ("PRI").

               Specialized Application Services--Adelphia Business Solutions can
               create products and services that are tailored for target
               industries with special communications needs such as the
               hospitality industry. These services typically include
               non-measured rate local calling, expanded local calling area,
               discounted long distance rates and tailored trunking
               configurations.

               Internet Support Services--Adelphia Business Solutions can
               provide web hosting solutions for commercial and non-profit
               organizations. These services may include co-location services,
               storage services, domain name registration, virtual hosting
               services, traffic statistics, and 24-hour access for web site
               changes.

    Growth Strategy

      Adelphia Business Solutions provides its services to
communications-intensive customers. These customers include business,
governmental and educational end users, as well as other communications service
providers. Adelphia Business Solutions believes that its target customers
represent a large and under-served customer pool that generally has limited
choices in their communications services purchasing decisions. These customers
generally seek reliability, high quality, broad geographic coverage, end-to-end
service, solutions-oriented customer service and timely introduction of new and
innovative services. Adelphia Business Solutions offers dedicated access
services on a wholesale basis to interexchange or long distance carriers
("IXCs") and has entered into national service agreements with AT&T and
MCIWorldCom to be their preferred supplier.

      The broad deployment of fiber optic cable in Adelphia Business Solutions'
markets typically enables connectivity among Adelphia Business Solutions, the
incumbent local exchange carrier ("LEC") central offices and Adelphia Business
Solutions' customers. Adelphia Business Solutions expects this strategy to
result in a high proportion of traffic that is both originated and terminated on
its network system, which would provide Adelphia Business Solutions with higher
long-term operating margins. As of December 31, 1999, Adelphia Business
Solutions had collocated in 167 incumbent LEC central offices, a figure which is
expected to increase to over 500 during 2000. In addition, Adelphia Business
Solutions had approximately 331,000 installed access lines as of December 31,
1999, 55% of which were on-switch.

      In addition to the broad deployment of fiber optic cable in its markets,
Adelphia Business Solutions has been aggressively adding an inter-city fiber

<PAGE>

network system that connects its various markets. Once fully deployed, this
approximately 33,000 mile fiber optic backbone will enhance Adelphia Business
Solutions' ability to originate and terminate Adelphia Business Solutions'
customers' communications traffic over its networks. Management of Adelphia
Business Solutions believes long-term operating margins on Adelphia Business
Solutions' long distance, Internet and data transfer businesses will increase
significantly as a result of connecting these markets. Management of Adelphia
Business Solutions also believes that its planned deployment of Local Multipoint
Distribution Service ("LMDS") and Digital Subscriber Line ("DSL") technologies
will provide additional, alternative means to connect customers to its networks.

      In response to market demands and to maximize its selling efforts,
Adelphia Business Solutions offers a full suite of communications services to
its customers. Adelphia Business Solutions offers its services separately to
suit specific customer needs or bundled together to provide customers with a
cost-effective and comprehensive communications solution. In addition to the
pricing benefits Adelphia Business Solutions' customers receive from purchasing
bundled communications services, management of Adelphia Business Solutions
believes that bundled services provide Adelphia Business Solutions with
increased customer retention, higher operating margins and a reduced cost of
acquiring new customers.

      Adelphia Business Solutions' service offerings currently include a wide
range of local dial tone and long distance services in all of Adelphia Business
Solutions' operating markets. In addition, Adelphia Business Solutions has
recognized the expanding demand for high-bandwidth by its customers in order to
support the growing number of data applications. Adelphia Business Solutions'
first data product to take advantage of these additional revenue opportunities
is high-speed Internet access, which has been introduced in most of Adelphia
Business Solutions' original 22 local markets ("Original Markets") and will be
rolled out to all of Adelphia Business Solutions' markets over the next several
months. Additionally, Adelphia Business Solutions plans to add to its product
capabilities by activating data centers and providing such products as e-mail,
directory services and web hosting, and by launching DSL, frame relay and
Asynchoronous Transmission Mode ("ATM") services over the next six months. To
accelerate Adelphia Business Solutions' frame relay and ATM service offerings,
Adelphia Business Solutions entered into a wholesale provider agreement with
Intermedia Communications ("Intermedia"), whereby Adelphia Business Solutions
will use Intermedia's frame relay network and data switches to offer data
services to Adelphia Business Solutions' customers and then move Adelphia
Business Solutions' customers' traffic onto its own network system as it becomes
operational. Management of Adelphia Business Solutions believes this approach
provides an efficient market-entry strategy under the Adelphia Business
Solutions trade name, while providing better long-term operating margins through
the use of Adelphia Business Solutions' own network system. Management of
Adelphia Business Solutions believes that the introduction of high margin data
products should enhance revenue growth and better leverage Adelphia Business
Solutions' significant fiber assets.

      Adelphia Business Solutions intends to extend its fiber optic network into
the western half of the United States. This expansion will increase Adelphia
Business Solutions' addressable market from 35% to 65% of the business access
lines in the United States and will allow Adelphia Business Solutions to offer
services in approximately 200 markets by December 31, 2001. These markets will
provide Adelphia Business Solutions with a market opportunity of more than 39
million addressable business access lines, which currently generate over
$75,000,000 of annual communications services revenues.

Recent Development of the Systems


      The Company has focused on acquiring and developing systems in markets
which have favorable historical growth trends. The Company believes that the
strong household growth trends in its Systems' market areas are a key factor in
positioning itself for future growth in basic subscribers. For a description of
acquisitions by the Company from April 1, 1997 through March 30, 2000, see Notes
1 and 13 to Adelphia's Consolidated Financial Statements included in Item 8 of
this Form 10-K/A-2.


      On May 26, 1999, the Company announced that it had agreed to swap certain
cable systems with Comcast Corporation ("Comcast") and Jones Intercable, Inc.
("Jones") in a geographic rationalization of the companies' respective markets.
Adelphia will add approximately 440,000 subscribers in the Los Angeles, CA area
and the West Palm/Fort Pierce, FL area. In exchange, Comcast and Jones will
receive systems currently owned or managed serving approximately 464,000
subscribers in suburban Philadelphia, PA, Ocean County, NJ, Ft. Myers, FL,
Michigan, New Mexico and Indiana. All systems involved in the transactions will
be valued by agreement between the parties or, following a failure to reach
agreement, by independent valuations, with any difference in relative value to
be funded with cash or additional cable systems. The system swaps are subject to
customary closing conditions and regulatory approvals and are expected to close
by mid-2000.
<PAGE>

      In December 1999, the Company entered into definitive agreements under
which Cablevision Systems Corporation will sell its cable systems in the greater
Cleveland metropolitan area to Adelphia for approximately $1,530,000 in cash and
securities. As of December 31, 1999, these systems served approximately 307,350
basic subscribers. The transaction is subject to customary closing conditions
and regulatory approval and is expected to close by mid-2000.

      The Company has entered into a definitive agreement under which Prestige
Communications of NC, Inc. will sell its cable systems in Virginia, North
Carolina and Maryland to Adelphia for approximately $700,000. These systems
serve approximately 120,000 basic subscribers. This transaction is subject to
customary closing conditions and regulatory approval is expected to be close by
mid-2000.

      The Company will continue to evaluate new opportunities that allow for the
expansion of its business through the acquisition of additional cable television
systems in geographic proximity to its existing regional market areas or in
locations that can serve as the basis for new market areas, either directly or
indirectly through joint ventures, where appropriate.

      The following table indicates the growth of the Company Systems by
summarizing the number of homes passed by cable and the number of basic
subscribers for each of the three years in the period ended March 31, 1998 and
for each of the two years in the period ended December 31, 1999. The table also
indicates the numerical growth in subscribers attributable to acquisitions and
the numerical and percentage growth attributable to internal growth.

<TABLE>
<CAPTION>

                                                                                         Year Ended

                                                  Year Ended March 31,                  December 31,
                                        ----------------------------------------------------------------------
                                            1996         1997          1998          1998            1999
                                        ---------------------------------------- -----------------------------
    COMPANY SYSTEMS:
    Homes passed (a, b)
<S>                                      <C>           <C>          <C>           <C>             <C>
       Beginning of Year                 1,852,860     2,053,679    2,220,695     2,413,389       3,075,580
       Internal Growth (c)                  42,715        54,189       43,221        45,850          77,261
       % Internal Growth                       2.3%          2.6%         1.9%          1.9%            2.5%
       Acquired Homes Passed               158,104       112,827      161,337       616,341       4,570,092
       End of Year                       2,053,679     2,220,695    2,425,253     3,075,580       7,722,933

    Basic subscribers (d, b)
       Beginning of Year                 1,281,383     1,443,605    1,555,174     1,711,372       2,169,882
       Internal Growth (c)                  38,544        33,255       28,137        27,892          28,449
       % Internal Growth                       3.0%          2.3%         1.8%          1.6%            1.3%
       Acquired Subscribers                123,678        78,314      133,451       430,618       2,791,761
       End of Year                       1,443,605     1,555,174    1,716,762     2,169,882       4,990,092
       Basic Penetration (e)                  70.3%         70.0%        70.8%         70.6%           64.6%

<FN>

(a)   A home which a broadband network passes in front of is deemed to be
      "passed" by cable if it can be connected to the distribution system
      without any further extension of the cable distribution plant.

(b)   Data for the Olympus systems (which became wholly owned and consolidated
      on October 1, 1999) is included under Company Systems for all periods
      presented.

(c)   The number of additional homes passed or additional basic subscribers not
      attributable to acquisitions of new cable systems.

(d)   A home with one or more television sets connected to a cable system is
      counted as one basic subscriber.

(e)  Basic subscribers as a percentage of homes passed by cable.

</FN>
</TABLE>


<PAGE>



Market Areas

         The Systems are "clustered" in twelve market areas as follows:


MARKET AREA                               LOCATION OF SYSTEMS

Florida                    Portions  of  southern  Dade,  Citrus,  Orange,
                           Hillsborough,  Palm  Beach,  Martin, Broward, Lee and
                           St. Lucie Counties and Hilton Head, South Carolina

Western                    New York City and suburbs of Buffalo and the adjacent
                           Niagara Falls area, city of Erie, Pennsylvania,
                           communities near Cleveland, Ohio and several small
                           communities in the southern tier of New York

Virginia                   Winchester,  Charlottesville,  Staunton, Richland,
                           Martinsville,  Blacksburg, Salem, Hopewell,  Prince
                           George,  Harrisonburg,  Petersburg and  surrounding
                           communities in Virginia, and South Boston and
                           Elizabeth City, North Carolina

Western Pennsylvania       Suburbs of Pittsburgh and several small communities
                           in western Pennsylvania, Maryland and West Virginia

New                        England Cape Cod communities, South Shore communities
                           (the area between Boston and Cape Cod,
                           Massachusetts), Martha's Vineyard, Massachusetts and
                           Bennington, Burlington, Rutland and Montpelier,
                           Vermont and surrounding communities in Vermont, New
                           Hampshire and New York and Seymour and Waterbury,
                           Connecticut and communities in southern, central and
                           coastal, Maine

Eastern Pennsylvania       Suburbs of Philadelphia and Scranton

Ohio                       Suburbs of Cincinnati and Columbus and several small
                           communities in Ohio, suburbs of Lexington and several
                           small communities in Kentucky, several small
                           communities in Indiana and Kalamazoo, Michigan and
                           several small communities in Michigan

New Jersey                 Ocean County, New Jersey

Los Angeles                City and suburbs of Los Angeles

Puerto Rico                Cities of San Juan and Levittown

Colorado                   City of Colorado Springs

Other                      Various locations throughout the midwest





<PAGE>



      The following table summarizes by market area the homes passed by cable,
basic subscribers and premium service units for the Systems as of December 31,
1999.

<TABLE>
<CAPTION>

                                               Homes          Basic         Basic      Premium       Premium
                                               Passed      Subscribers   Penetration    Units      Penetration

Company Systems:
<S>                                           <C>          <C>           <C>         <C>            <C>
Los Angeles                                   1,464,419        808,849       55.23%      512,927        63.41%
New England                                   1,065,827        766,372       71.90       284,852        37.17
Florida                                       1,039,728        684,724       65.86       273,091        39.88
Ohio                                            939,131        633,242       67.43       258,776        40.87
Western New York                                750,658        500,700       66.70       295,916        59.10
Virginia                                        598,757        434,995       72.65       190,166        43.71
Western Pennsylvania                            347,736        249,262       71.68        71,459        28.67
Eastern Pennsylvania                            271,439        199,821       73.62       103,866        51.98
Puerto Rico                                     305,826        134,927       44.12        83,754        62.07
Colorado                                        191,311        111,544       58.31        44,215        39.64
New Jersey                                      133,431        109,675       82.20        57,572        52.49
Other                                           614,670        355,981       57.91        88,503        24.86
                                             -----------   ------------               -----------
     Total                                    7,722,933      4,990,092       64.61     2,265,097        45.39
                                             ===========   ============               ===========

Managed Systems:
Western Pennsylvania                             82,289         61,982       75.32        28,009        45.19
Florida                                          29,713         25,569       86.05         7,540        29.49
Eastern Pennsylvania                             36,543         25,449       69.64        17,004        66.82
Virginia                                         31,229         21,502       68.85        11,855        55.13
                                             -----------   ------------               -----------
     Total                                      179,774        134,502       74.82        64,408        47.89
                                             ===========   ============               ===========

Total Systems:
Los Angeles                                   1,464,419        808,849       55.23       512,927        63.41
New England                                   1,065,827        766,372       71.90       284,852        37.17
Florida                                       1,069,441        710,293       66.42       280,631        39.51
Ohio                                            939,131        633,242       67.43       258,776        40.87
Western New York                                750,658        500,700       66.70       295,916        59.10
Virginia                                        629.986        456,497       72.46       202,021        44.25
Western Pennsylvania                            430,025        311,244       72.38        99,468        31.96
Eastern Pennsylvania                            307,982        225,270       73.14       120,870        53.66
Puerto Rico                                     305,826        134,927       44.12        83,754        62.07
Colorado                                        191,311        111,544       58.31        44,215        39.64
New Jersey                                      133,431        109,675       82.20        57,572        52.49
Other                                           614,670        355,981       57.91        88,503        24.86
                                             -----------   ------------               -----------
      Total                                   7,902,707      5,124,594       64.85%    2,329,505        45.46%
                                             ===========   ============               ===========
</TABLE>

Financial Information


      The financial data regarding the revenues, results of operations and
identifiable assets for the Company's two business segments as of and for each
of the three years in the period ended March 31, 1998, the nine months ended
December 31, 1998 and the year ended December 31, 1999 are set forth in, and
incorporated herein by reference to, Item 6 of this Form 10-K/A-2.


Cable Television Operations

    Technologies and Capital Improvements

      The Company has made a substantial commitment to the technological
development of the Systems and is aggressively investing in the upgrade of the
technical capabilities of its cable plant in a cost efficient manner. The
Company continues to deploy fiber optic cable and to upgrade the technical
capabilities of its broadband networks. The result is significant increases in
network capacity, digital capability, two-way communication and network
reliability.
<PAGE>

      The design of the current System upgrade, when completed, will deploy on
average one fiber optic node for every two system plant miles or approximately
one fiber node for every 180 homes passed compared to the industry norm of 500
to 1000 homes passed per fiber optic node. Approximately 75% of the System will
be upgraded to 750 Mhz. Approximately 25% of the plant will remain at 550 Mhz.
The upgraded system will be completely addressable and provide two-way
communication capability. The additional bandwidth will enable the Company to
offer additional video programming services. A portion of the bandwidth will be
allocated to the new service offerings such as two-way data, telephony and
video-on-demand. The Company believes this combination of bandwidth and the
relatively low number of homes passed per fiber node will provide adequate
capacity and flexibility to offer existing and anticipated services into the
foreseeable future with limited additional capital expenditures.

      The upgraded System, on average, will include only two active pieces of
equipment between the headend and the home. Limiting the number of active pieces
of equipment combined with the small number of homes per fiber node reduces the
potential for mechanical failure and the number of customers affected by such a
failure, all of which provides increased reliability to the customers.

    Subscriber Services and Rates

      The Company's revenues are derived principally from monthly subscription
fees for various services. Rates to subscribers vary in accordance with the type
of service selected. Although service offerings vary across franchise areas
because of differences in plant capabilities, each of the areas typically offers
services at monthly prices ranging as follows:

<TABLE>
<CAPTION>

                Service                                        Rate Range


<S>                                                         <C>
                Basic Cable Television                      $  7.00 - 19.00
                Cable Value Cable Television                $ 11.00 - 28.00
                Premium Cable Television                    $  9.00 - 14.00
                Digital Cable Television                    $ 10.00
                High Speed Internet Access                  $ 35.00 - 50.00
                Dial-up Internet Access                     $ 16.00
                Paging                                      $  7.00 - 35.00
                Long Distance                               $   .07 - .08 per minute
</TABLE>

      In addition, the Company derives other telephony revenues with rates
determined on a usage basis.

      An installation fee, which the Company may wholly or partially waive
during a promotional period, is usually charged to new subscribers. Subscribers
are free to terminate services at any time without charge, but often are charged
a fee for reconnection or change of service.

      The Cable Communications Policy Act of 1984 (the "1984 Cable Act"), as
amended by the Cable Television Consumer Protection and Competition Act of 1992
( the "1992 Cable Act"), deregulated basic service rates for systems in
communities meeting the Federal Communication Commissions ("FCC") definition of
effective competition. Pursuant to the FCC's definition of effective competition
adopted following enactment of the 1984 Cable Act, substantially all of the
Company's franchises were rate deregulated. However, in June 1991, the FCC
amended its effective competition standard, which increased the number of cable
systems which could be subject to local rate regulation. The 1992 Cable Act
contains a definition of effective competition under which nearly all cable
systems in the United States are subject to regulation of basic service rates.
Additionally, the legislation (i) eliminated the 5% annual basic rate increase
allowed by the 1984 Cable Act without local approval; (ii) allows the FCC to
adjudicate the reasonableness of rates for non-basic service tiers, other than
premium services, for cable systems not subject to effective competition in
response to complaints filed by franchising authorities and/or cable
subscribers; (iii) prohibits cable systems from requiring subscribers to
purchase service tiers above basic service in order to purchase premium services
if the system is technically capable of doing so; (iv) allows the FCC to impose
restrictions on the retiering and rearrangement of cable services under certain
circumstances; and (v) permits the FCC and franchising authorities more latitude
in controlling rates and rejecting rate increase requests. The
Telecommunications Act of 1996 (the "1996 Act") ended FCC regulation on nonbasic
tier rates on March 31, 1999. See "Legislation and Regulation."
<PAGE>

      For a discussion of recent FCC rate regulation and related developments,
see "Legislation and Regulation" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Regulatory and Competitive
Matters."

      Franchises

      The 1984 Cable Act provides that cable operators may not offer cable
service to a particular community without a franchise unless such operator was
lawfully providing service to the community on July 1, 1984 and the franchising
authority does not require a franchise. The Systems operate pursuant to
franchises or other authorizations issued by governmental authorities,
substantially all of which are nonexclusive. Such franchises or authorizations
awarded by a governmental authority generally are not transferable without the
consent of the authority. As of December 31, 1999, the Company held 2,885
franchises, and the Managed Systems held 102 franchises. Most of these
franchises can be terminated prior to their stated expiration by the relevant
governmental authority, after due process, for breach of material provisions of
the franchise.

      Under the terms of most of the Company's franchises, a franchise fee
(generally ranging up to 5% of the gross revenues of the cable system) is
payable to the governmental authority. For the past three years, franchise fee
expense incurred by the Company has averaged approximately 2.4% of gross system
revenues.

      The franchises issued by the governmental authorities are subject to
periodic renewal. In renewal hearings, the authorities generally consider, among
other things, whether the franchise holder has provided adequate service and
complied with the franchise terms. In connection with a renewal, the authority
may impose different and more stringent terms, the impact of which cannot be
predicted. To date, all of the Company's material franchises have been renewed
or extended, at or effective upon their stated expiration, generally on modified
terms. Such modified terms have not been materially adverse to the Company.

      The Company believes that all of its material franchises are in good
standing. From time to time, the Company notifies the franchising authorities of
the Company's intent to seek renewal of the franchise in accordance with the
procedures set forth in the 1984 Cable Act. The 1984 Cable Act process requires
that the governmental authority consider the franchise holder's renewal proposal
on its own merits in light of the franchise holder's past performance and the
community's needs and interests, without regard to the presence of competing
applications. See "Legislation and Regulation." The 1992 Cable Act alters the
administrative process by which operators utilize their 1984 Cable Act franchise
renewal rights. Such changes could make it easier in some instances for a
franchising authority to deny renewal of a franchise.

Adelphia Business Solutions

    Networks

    Network Construction

      Adelphia Business Solutions' networks are constructed to cost-effectively
access areas of significant end user communications traffic, as well as the
majority of the Local Exchange Carriers Central Offices ("LEC-COs") and Points
of Presence ("POPs") and most of the IXCs. Adelphia Business Solutions
establishes general requirements for network design including engineering
specifications, fiber type and amount, construction timelines and quality
control. Adelphia Business Solutions' engineering personnel provide project
management, including contract negotiation and overall supervision of the
construction, testing and certification of all facilities. The construction
period for a new network varies depending upon the number of route miles to be
installed, the initial number of buildings targeted for connection to the
network, the general deployment of the network and other factors. Networks that
Adelphia Business Solutions has installed to date have generally become
operational within ten to twelve months after the beginning of construction.

    Network Operating Control Center ("NOCC")

      Adelphia Business Solutions' NOCC is located in Coudersport, Pennsylvania.
The NOCC is equipped with state-of-the-art system monitoring and control
technology. The NOCC is a single point interface for monitoring all of Adelphia
Business Solutions' networks and provisioning all services and systems necessary
to operate the networks. The NOCC supports all of Adelphia Business Solutions'
networks including the management of 2,194 building connections, 22 switches or
remote switching modules and 16,060 network route miles as of December 31, 1999.

<PAGE>

The NOCC is designed to accommodate Adelphia Business Solutions' anticipated
growth.

      The NOCC is utilized for a variety of network management and control
functions including monitoring, managing and diagnosing Adelphia Business
Solutions' SONET networks, central office equipment, customer circuits and
signals and Adelphia Business Solutions' switches and associated equipment. The
NOCC is also the location where Adelphia Business Solutions provisions,
coordinates, tests and accepts all orders for switched and dedicated circuit
orders. In addition, the NOCC maintains the database for Adelphia Business
Solutions' circuits and network availability. Network personnel at the NOCC also
develop and distribute a variety of software utilized to manage and maintain the
networks.

    Connections to Customer Locations

      Office buildings are connected by network backbone extensions to one of a
number of physical rings of fiber optic cable, which originate and terminate at
the company's central office. Signals are sent simultaneously on both primary
and alternate protection paths through a network backbone to the company's
central office. Within each building, Company-owned internal wiring connects the
Company's fiber optic terminal equipment to the customer premises. Customer
equipment is connected to Company-provided electronic equipment generally
located where customer transmissions are digitized, combined and converted to an
optical signal. The traffic is then transmitted through the network backbone to
the Company's central office where it can be reconfigured for routing to its
ultimate destination on the network.

Cable Television Operations

    Competition

      Although the Company and the cable television industry have historically
faced modest competition, the competitive landscape is changing and competition
has increased. The Company believes that the increase in competition within its
communities will continue to occur over the next several years.

      At the present time, cable television systems compete with other
communications and entertainment media, including off-air television broadcast
signals which a viewer is able to receive directly using the viewer's own
television set and antenna. The extent to which a cable system competes with
over-the-air broadcasting depends upon the quality and quantity of the broadcast
signals available by direct antenna reception compared to the quality and
quantity of such signals and alternative services offered by a cable system. In
many areas, television signals which constitute a substantial part of basic
service can be received by viewers who use their own antennas. Local television
reception for residents of apartment buildings or other multi-unit dwelling
complexes may be aided by use of private master antenna services. Cable systems
also face competition from alternative methods of distributing and receiving
television signals and from other sources of entertainment such as live sporting
events, movie theaters and home video products, including multimedia computers,
videotape recorders, digital video disc players and compact disc players. In
recent years, the FCC has adopted policies providing for authorization of new
technologies and a more favorable operating environment for certain existing
technologies that provide, or may provide, substantial additional competition
for cable television systems. The extent to which cable television service is
competitive depends in significant part upon the cable television system's
ability to provide an even greater variety of programming and other services
than that available off-air or through competitive alternative delivery sources.
In addition, certain provisions of the 1992 Cable Act and the 1996 Act are
expected to increase competition significantly in the cable industry. See
"Legislation and Regulation."

      The 1992 Cable Act prohibits the award of exclusive franchises, prohibits
franchising authorities from unreasonably refusing to award additional
franchises and permits them to operate cable systems themselves without
franchises.

      Individuals presently have the option to purchase earth stations, which
allow the direct reception of satellite-delivered program services formerly
available only to cable television subscribers. Most satellite-distributed
program signals are being electronically scrambled to permit reception only with
authorized decoding equipment, generally at a cost to the viewer. From time to
time, legislation has been introduced in Congress which, if enacted into law,
would prohibit the scrambling of certain satellite-distributed programs or would
make satellite services available to private earth stations on terms comparable
to those offered to cable systems. Broadcast television signals are being made
available to owners of earth stations under the Satellite Home View Copyright
Act of 1988, which became effective January 1, 1989 for a six-year period. This
Act establishes a statutory compulsory license for certain transmissions made by
satellite owners to home satellite dishes for which carriers are required to pay
a royalty fee to the Copyright Office. This Act was formally extended through

<PAGE>

December 31, 1999 and deliberations relative to further extension of this Act
are ongoing. The 1992 Cable Act enhances the right of cable competitors to
purchase nonbroadcast satellite-delivered programming. See "Legislation and
Regulation--Federal Regulation."

      Video programming is now being delivered to individuals by high-powered
direct broadcast satellites ("DBS") utilizing video compression technology. This
technology has the capability of providing more than 100 channels of programming
over a single high-powered DBS satellite with significantly higher capacity
available if multiple satellites are placed in the same orbital position. Video
compression technology is being used by cable operators to similarly increase
their channel capacity. DBS service can be received virtually anywhere in the
United States through the installation of a small rooftop or side-mounted
antenna, and it is more accessible than cable television service where a cable
plant has not been constructed or where it is not cost effective to construct
cable television facilities. DBS is being heavily marketed on a nationwide basis
by competing service providers. Congress passed the Satellite Home Viewer Act in
late 1999. The law allows DBS providers to begin offering local broadcast
channels. DBS companies have since added a limited number of local channels in
some regions, a trend that will continue, thus lessening the distinction between
cable television and DBS service.

      Cable communications systems also compete with wireless program
distribution services such as multichannel, multipoint distribution service
("MMDS"), commonly called wireless cable systems, which use low-power microwave
frequencies to transmit video programming over-the-air to subscribers. There are
MMDS operators who are authorized to provide or are providing broadcast and
satellite programming to subscribers in areas served by the Company's Systems.
MMDS systems are less capital intensive, are not required to obtain local
franchises or to pay franchise fees and are subject to fewer regulatory
requirements than cable television systems. MMDS systems' ability to compete
with cable television systems has previously been limited by channel capacity,
the inability to obtain programming and regulatory delays. Recently, however,
MMDS systems have developed digital compression technology which provides for
more channel capacity and better signal delivery. Although relatively few MMDS
systems in the United States are currently in operation or under construction,
virtually all markets have been licensed or tentatively licensed. A series of
actions taken by the FCC, including reallocating certain frequencies to wireless
services, are intended to facilitate the development of wireless cable
television spectrum that will be used by wireless operators to provide
additional channels of programming over longer distances. Several Regional Bell
Operating Companies acquired interests in major MMDS companies. The Company is
unable to predict whether wireless video services will have a material impact on
its operations.

      Additional competition may come from private cable television systems
servicing condominiums, apartment complexes and certain other multiple unit
residential developments. The operators of these private systems, known as
satellite master antenna television ("SMATV") systems, often enter into
exclusive agreements with apartment building owners or homeowners' associations
which preclude franchised cable television operators from serving residents of
such private complexes. However, the 1984 Cable Act gives franchised cable
operators the right to use existing compatible easements within their franchise
areas upon nondiscriminatory terms and conditions. Accordingly, where there are
preexisting compatible easements, cable operators may not be unfairly denied
access or discriminated against with respect to the terms and conditions of
access to those easements. There have been conflicting judicial decisions
interpreting the scope of the access right granted by the 1984 Cable Act,
particularly with respect to easements located entirely on private property.
Further, while a franchised cable television system typically is obligated to
extend service to all areas of a community regardless of population density or
economic risk, a SMATV system may confine its operation to small areas that are
easy to serve and more likely to be profitable. Under the 1996 Act, SMATV
systems can interconnect non-commonly owned buildings without having to comply
with local, state and federal regulatory requirements that are imposed upon
cable systems providing similar services, as long as they do not use public
rights-of-way. The U.S. Copyright Office has concluded that SMATV systems are
"cable systems" for purposes of qualifying for the compulsory copyright license
established for cable systems by federal law.

      The FCC has authorized an interactive television service which permits
non-video transmission of information between an individual's home and
entertainment and information service providers. This service provides an
alternative means for DBS systems and other video programming distributors,
including television stations, to initiate the interactive television services.
This service may also be used by the cable television industry.

      The FCC also has initiated a new rulemaking proceeding looking toward the
allocation of frequencies in the 28 Ghz range for a new multi-channel wireless
video service which could make 98 video channels available in a single market.
It cannot be predicted at this time whether competitors will emerge utilizing
such frequencies or whether such competition would have a material impact on the
operations of cable television systems.
<PAGE>

      The FCC has recently auctioned a sizable amount of spectrum in the 31 Ghz
band for use by a new wireless service, LMDS, which among other uses, can
deliver over 100 channels of digital programming directly to consumers' homes.
The FCC auctioned this spectrum to the public during 1998, with cable operators
and local telephone companies restricted in their participation in this auction.
The extent to which the winning licenses in this service will use this spectrum
in particular regions of the country to deliver multichannel video programming
to subscribers, and therefore provide competition for franchised cable systems,
is at this time, uncertain. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

      The 1996 Act eliminates the restriction against ownership and operation of
cable systems by local telephone companies within their local exchange service
areas. Telephone companies are now free to enter the retail video distribution
business through any means, such as DBS, MMDS, SMATV or as traditional
franchised cable system operators. Alternatively, the 1996 Act authorizes local
telephone companies to operate "open video systems" without obtaining a local
cable franchise, although telephone companies operating such systems can be
required to make payments to local governmental bodies in lieu of cable
franchise fees. Up to two-thirds of the channel capacity of an "open video
system" must be available to programmers unaffiliated with the local telephone
company. The open video system concept replaces the FCC's video dialtone rules.
The 1996 Act also includes numerous provisions designed to make it easier for
cable operators and others to compete directly with local exchange telephone
carriers. With certain limited exceptions, neither a local exchange carrier nor
a cable operator can acquire more than 10% of the other entity operating within
its own service area.

      Advances in communications technology, as well as changes in the
marketplace and the regulatory and legislative environment, are constantly
occurring. Thus, it is not possible to predict the effect that ongoing or future
developments might have on the cable industry. The ability of cable systems to
compete with present, emerging and future distribution media will depend to a
great extent on obtaining and delivering attractive programming. The
availability and exclusive use of a sufficient amount of quality programming may
in turn be affected by developments in regulation or copyright law. See
"Legislation and Regulation."

      The cable television industry competes with radio, television, the
Internet, and print media for advertising revenues. As the cable television
industry continues to develop programming designed specifically for distribution
by cable, advertising revenues may increase. Premium programming provided by
cable systems is subject to the same competitive factors which exist for other
programming discussed above. The continued profitability of premium services may
depend largely upon the continued availability of attractive programming at
competitive prices.

Adelphia Business Solutions

    Competition

      In each of the markets served by Adelphia Business Solutions' networks,
the services offered by Adelphia Business Solutions compete principally with the
services offered by the incumbent LEC serving that area. Incumbent LECs have
long-standing relationships with their customers, have the potential to
subsidize competitive services from monopoly service revenues, and benefit from
favorable state and federal regulations. In light of the passage of the 1996
Act, federal and state regulatory initiatives will provide increased business
opportunities to competitive local exchange carriers ("CLECs") such as Adelphia
Business Solutions, but regulators are likely to provide incumbent LECs with
increased pricing flexibility for their services as competition increases.
Further, if a Regional Bell Operating Company ("RBOC") is authorized to provide
in region long distance service in one or more states by fulfilling the market
operating provisions of the 1996 Act, the RBOC may be able to offer "one stop
shopping" that would be competitive with Adelphia Business Solutions' offerings.
To date, the FCC has approved Bell Atlantic's application for such authority in
New York. Any approval could result in decreased market share for the major
IXCs, which are among the operating companies' significant customers. Any of
these results could have an adverse effect on Adelphia Business Solutions.

      There has been significant merger activity among the RBOCs in anticipation
of entry into the long distance market, including the merger of Ameritech and
SBC, whose combined territory covers a substantial portion of Adelphia Business
Solutions' markets. Other combinations have occurred in the industry, which may
have an effect on Adelphia Business Solutions, such as the combination of AT&T
Corp. and MediaOne and the proposed mergers between Bell Atlantic and GTE, Qwest
and US West, and MCIWorldCom and Sprint. The effects of these combinations are
unknown at this time. Management of Adelphia Business Solutions believes that
combinations of RBOCs and others will pose a greater competitive threat to
Adelphia Business Solutions' strategy of originating and terminating a

<PAGE>

significant proportion of its customers' communications traffic over its own
networks, rather than relying on the network of the incumbent LEC.

      Adelphia Business Solutions also faces, and will continue to face,
competition from other current and potential market entrants, including other
CLECs and data centric local providers, incumbent LECs which are not subject to
RBOC restrictions on long distance, AT&T, MCIWorldCom, Sprint and other IXCs,
cable television companies, electric utilities, microwave carriers, wireless
telecommunications providers and private networks built by large end users. In
addition, new carriers, such as Global Crossing, Williams, Qwest and Level 3 are
building and managing nationwide networks which, in some cases, are designed to
provide local services. Further, AT&T's acquisition of various cable companies
will exploit ubiquitous local cable infrastructure for telecommunications and
other services provided by the operating companies. Finally, although Adelphia
Business Solutions has generally good relationships with the other existing
IXCs, there are no assurances that any of these IXCs will not build their own
facilities, purchase other carriers or their facilities, or resell the services
of other carriers rather than use Adelphia Business Solutions' services when
entering the market for local exchange services.

      Many of Adelphia Business Solutions' current and potential competitors,
particularly incumbent LECs, have financial, personnel and other resources
substantially greater than those of Adelphia Business Solutions, as well as
other competitive advantages over Adelphia Business Solutions.

Employees

      At February 26, 2000, there were 11,740 full-time employees of the Company
and the Managed Partnerships, of which 724 employees were covered by collective
bargaining agreements at 25 locations. The Company considers its relations with
its employees to be good.

Legislation and Regulation

      The Company's existing and anticipated businesses are regulated by the
FCC, some state governments and most local governments. In addition, various
legislative and regulatory proposals under consideration from time to time by
Congress and various federal agencies may materially affect the Company's
existing and anticipated businesses. The following is a summary of federal laws
and regulations affecting the growth and operation of the Company's existing and
anticipated businesses and a description of certain state and local laws.

Cable Television/Federal  Laws and Regulations

    Cable Communications Policy Act of 1984

      The 1984 Cable Act became effective on December 29, 1984. This federal
statute, which amended the Communications Act of 1934 (the "Communications
Act"), created uniform national standards and guidelines for the regulation of
cable television systems. Violations by a cable television system operator of
provisions of the Communications Act, as well as of FCC regulations, can subject
the operator to substantial monetary penalties and other sanctions. Among other
things, the 1984 Cable Act affirmed the right of franchising authorities (state
or local, depending on the practice in individual states) to award one or more
franchises within their jurisdictions. It also prohibited non-grandfathered
cable television systems from operating without a franchise in such
jurisdictions. In connection with new franchises, the 1984 Cable Act provides
that in granting or renewing franchises, franchising authorities may establish
requirements for cable-related facilities and equipment, but may not establish
or enforce requirements for video programming or information services other than
in broad categories.

    Cable Television Consumer Protection and Competition Act of 1992

      On October 5, 1992, Congress enacted the 1992 Cable Act. This legislation
effected significant changes to the legislative and regulatory environment in
which the cable industry operates. It amended the 1984 Cable Act in many
respects. The 1992 Cable Act became effective on December 4, 1992, although
certain provisions, most notably those dealing with rate regulation and
retransmission consent, became effective at later dates. The legislation also
required the FCC to initiate a number of rulemaking proceedings to implement
various provisions of the statute. The 1992 Cable Act allows for a greater
degree of regulation on the cable industry with respect to, among other things:
(i) cable system rates for both basic and certain nonbasic services, (ii)

<PAGE>

programming access and exclusivity arrangements, (iii) access to cable channels
by unaffiliated programming services, (iv) leased access terms and conditions,
(v) horizontal and vertical ownership of cable systems, (vi) customer service
requirements, (vii) franchise renewals, (viii) television broadcast signal
carriage and retransmission consent, (ix) technical standards, (x) subscriber
privacy, (xi) consumer protection issues, (xii) cable equipment compatibility,
(xiii) obscene or indecent programming and (xiv) requiring subscribers to
subscribe to tiers of service other than basic service as a condition of
purchasing premium services. Additionally, the legislation encourages
competition with existing cable systems by allowing municipalities to own and
operate their own cable systems without having to obtain a franchise, preventing
franchising authorities from granting exclusive franchises or unreasonably
refusing to award additional franchises covering an existing cable system's
service area and prohibiting the common ownership of cable systems and
co-located MMDS or SMATV systems. The 1992 Cable Act also precludes video
programmers affiliated with cable television companies from favoring cable
operators over competitors and requires such programmers to sell their
programming to other multichannel video distributors. This provision may limit
the ability of cable programming suppliers to offer exclusive programming
arrangements to cable television companies. A number of provisions in the 1992
Cable Act relating to, among other things, rate regulation, have had a negative
impact on the cable industry and the Company's business.

    Telecommunications Act of 1996

      The 1996 Act significantly revised the federal regulatory structure. As it
pertains to cable television, the 1996 Act, among other things, (i) eliminated
the regulation of certain nonbasic programming services in 1999, (ii) expanded
the definition of effective competition, the existence of which displaces rate
regulation, (iii) eliminated the restriction against the ownership and operation
of cable systems by telephone companies within their local exchange service
areas and (iv) liberalizes certain of the FCC's cross-ownership restrictions.
The FCC has been conducting a number of rulemaking proceedings in order to
implement many of the provisions of the 1996 Act.

FCC Regulation

      The FCC, the principal federal regulatory agency with jurisdiction over
cable television, has promulgated regulations covering such areas as the
registration of cable systems, cross-ownership between cable systems and other
communications businesses, carriage of television broadcast programming,
consumer education and lockbox enforcement, origination cablecasting and
sponsorship identification, children's programming, the regulation of basic
cable service rates in areas where cable systems are not subject to effective
competition, signal leakage and frequency use, technical performance,
maintenance of various records, equal employment opportunity, and antenna
structure notification, marking and lighting. The FCC has the authority to
enforce these regulations through the imposition of substantial fines, the
issuance of cease and desist orders and/or the imposition of other
administrative sanctions, such as the revocation of FCC licenses needed to
operate certain transmission facilities often used in connection with cable
operations. Furthermore, the 1992 Cable Act required the FCC to adopt
regulations covering, among other things, cable rates, signal carriage, consumer
protection and customer service, leased access, indecent programming, programmer
access to cable television systems, programming agreements, technical standards,
consumer electronics equipment compatibility, ownership of home wiring, program
exclusivity, equal employment opportunity, and various aspects of direct
broadcast satellite system ownership and operation. The 1996 Act requires
certain changes to various provisions of these regulations. A brief summary of
the most material federal regulations as adopted to date follows.

    Rate Regulation

      The 1984 Cable Act codified existing FCC preemption of rate regulation for
premium channels and optional nonbasic program tiers. The 1984 Cable Act also
deregulated basic cable rates for cable television systems determined by the FCC
to be subject to effective competition. The 1992 Cable Act substantially changed
the statutory and FCC rate regulation standards. The 1992 Cable Act replaced the
FCC's old standard for determining effective competition, under which most cable
systems were not subject to local rate regulation, with a statutory provision
that has resulted in nearly all cable television systems becoming subject to
local rate regulation of basic service. Additionally, the 1992 Cable Act
eliminated the 5% annual rate increase for basic service previously allowed by
the 1984 Cable Act without local approval; required the FCC to adopt a formula,
for franchising authorities to enforce, to assure that basic cable rates are
reasonable; allows the FCC to review rates for nonbasic service tiers (other
than per-channel or per-program services) in response to complaints filed by

<PAGE>

franchising authorities; prohibits cable television systems from requiring
customers to purchase service tiers above basic service in order to purchase
premium services if the system is technically capable of doing so; required the
FCC to adopt regulations to establish, on the basis of actual costs, the price
for installation of cable service, remote controls, converter boxes and
additional outlets; and allows the FCC to impose restrictions on the retiering
and rearrangement of cable services under certain limited circumstances. The
1996 Act expands the definition of effective competition to cover situations
where a local telephone company or its affiliate, or any multichannel video
provider using telephone company facilities, offers comparable video service by
any means except DBS. Satisfaction of this test deregulates both basic and
nonbasic tiers. The 1996 Act ended FCC regulation of nonbasic tier rates on
March 31, 1999.

      The FCC's regulations set standards for the regulation of basic and
nonbasic cable service rates (other than per-channel or per-program services).
The FCC's original rules became effective on September 1, 1993. The rules have
been amended several times. The rate regulations adopt a benchmark price cap
system for measuring the reasonableness of existing basic and nonbasic service
rates, and a formula for future rate increases based on inflation and increases
in certain costs. Alternatively, cable operators have the opportunity to make
cost-of-service showings which, in some cases, may justify rates above the
applicable benchmarks. The rules also require that charges for cable-related
equipment (e.g., converter boxes and remote control devices) and installation
services be unbundled from the provision of cable service and based upon actual
costs plus a reasonable profit. Local franchising authorities and/or the FCC are
empowered to order a reduction of existing rates which exceed the benchmark
level for either basic and/or nonbasic cable services and associated equipment,
and refunds could be required. The retroactive refund period for basic cable
service rates was limited to one year. A significant number of franchising
authorities have become certified by the FCC to regulate the rates charged by
the Company for basic cable service and for associated equipment. The Company's
ability to implement rate increases consistent with its past practices will
likely be limited by the regulations that the FCC has adopted.

    Carriage of Broadcast Television Signals

      The 1992 Cable Act contains new mandatory carriage requirements. These new
rules allow commercial television broadcast stations which are "local" to a
cable system (i.e., the system is located in the station's area of dominant
influence), to elect every three years whether to require the cable system to
carry the station, subject to certain exceptions, or whether the cable system
will have to negotiate for "retransmission consent" to carry the station. Local,
noncommercial television stations are also given mandatory carriage rights,
subject to certain exceptions, within the larger of (i) a 50 mile radius from
the station's city of license or (ii) the station's Grade B contour (a measure
of signal strength). Unlike commercial stations, noncommercial stations are not
given the option to negotiate retransmission consent for the carriage of their
signal. In addition, cable systems will have to obtain retransmission consent
for the carriage of all "distant" commercial broadcast stations, except for
certain "superstations," (i.e., commercial satellite-delivered independent
stations such as WTBS). The 1992 Cable Act also eliminated, effective December
4, 1992, the FCC's regulations requiring the provision of input selector
switches. The statutory must-carry provisions for noncommercial stations became
effective on December 4, 1992. Must-carry rules for both commercial and
noncommercial stations and retransmission consent rules for commercial stations
were adopted by the FCC on March 11, 1993. The must-carry requirement for
commercial stations went into effect on June 2, 1993, and any stations for which
retransmission consent had not been obtained (other than must-carry stations,
non-commercial stations and superstations) had to be dropped as of October 6,
1993. The most recent election between must-carry and retransmission consent for
local commercial television broadcast stations was on October 1, 1996. A number
of stations previously carried by the Company's cable television systems elected
retransmission consent. The Company was able to reach agreements with
broadcasters who elected retransmission consent and has therefore not been
required to pay cash compensation to broadcasters for retransmission consent or
been required by broadcasters to remove broadcast stations from the cable
television channel line-ups. The Company has, however, agreed to carry some
services (e.g., ESPN2 and a new service by FOX) in specified markets pursuant to
retransmission consent arrangements which it believes are comparable to those
entered into by most other large cable operators.

    Channel Set-Asides

      The 1984 Cable Act permits local franchising authorities to require cable
operators to set aside certain channels for public, educational and governmental
access programming. The Company believes that none of the Systems' franchises
contain unusually onerous access requirements. The 1984 Cable Act further
requires cable systems with 36 or more activated channels to designate a portion
of their channel capacity for commercial leased access by unaffiliated third
parties. While the 1984 Cable Act presently allows cable operators substantial
latitude in setting leased access rates, the 1992 Cable Act requires leased

<PAGE>

access rates to be set according to a formula determined by the FCC. The FCC has
revised the existing rate formula in a way which will significantly lower the
rates cable operators have been able to charge. It is possible that such leased
access will result in competition to services offered by the Company on the
other channels of its cable systems.

    Competing Franchises

      Questions concerning the ability of municipalities to award a single cable
television franchise and to impose certain franchise restrictions upon cable
television companies have been considered in several recent federal appellate
and district court decisions. These decisions have been somewhat inconsistent
and, until the U.S. Supreme Court rules definitively on the scope of cable
television's First Amendment protections, the legality of the franchising
process and of various specific franchise requirements is likely to be in a
state of flux. It is not possible at the present time to predict the
constitutionally permissible bounds of cable franchising and particular
franchise requirements. However, the 1992 Cable Act, among other things,
prohibits franchising authorities from unreasonably refusing to grant franchises
to competing cable systems and permits franchising authorities to operate their
own cable systems without franchises.

    Cross-Ownership

      The 1996 Act repealed the 1984 Cable Act's prohibition on LECs providing
video programming directly to customers within their local exchange telephone
service areas, except in rural areas or by specific waiver of FCC rules. The
1996 Act also authorized LECs to operate "open video systems" without obtaining
a local cable franchise, although LECs operating such systems can be required to
make payments to local governmental bodies in lieu of cable franchise fees.
Where demand exceeds channel capacity, up to two-thirds of the channels on an
"open video system" must be available to programmers unaffiliated with the LEC.

      The 1996 Act eliminated the FCC rule prohibiting common ownership between
a cable system and a national broadcast television network. The 1996 Act also
eliminated the statutory ban covering certain common ownership interests,
operation or control between a television station and cable system within the
station's Grade B signal coverage area. However, the parallel FCC rules against
cable/television station cross-ownership remain in place, subject to review by
the FCC within two years. Finally, the 1992 Cable Act prohibits common
ownership, control or interest in cable television systems and MMDS facilities
or SMATV systems having overlapping service areas, except in limited
circumstances. The 1996 Act exempts cable systems facing "effective competition"
from the MMDS and SMATV cross-ownership restrictions.

      Pursuant to the 1992 Cable Act, the FCC has imposed limits on the number
of cable systems which a single cable operator can own. In general, no cable
operator can have an attributable interest in cable systems which pass more than
30% of all homes nationwide. Attributable interests for these purposes include
voting interests of 5% or more (unless there is another single holder of more
than 50% of the voting stock), officerships, directorships and general
partnership interests. The FCC has stayed the effectiveness of these rules
pending the outcome of the appeal from the U.S. District Court decision holding
the multiple ownership limit provision of the 1992 Cable Act unconstitutional.

      The FCC has also adopted rules which limit the number of channels on a
cable system which can be occupied by programming in which the cable system's
owner has an attributable interest. The limit is 40% of all activated channels.

    Franchise Transfers

      The 1992 Cable Act requires franchising authorities to act on any
franchise transfer request submitted after December 4, 1992 within 120 days
after receipt of all information required by FCC regulations and by the
franchising authority. Approval is deemed to be granted if the franchising
authority fails to act within such period.

    Technical Requirements

      Historically, the FCC has imposed technical standards applicable to the
cable channels on which broadcast stations are carried, and has prohibited
franchising authorities from adopting standards which were in conflict with or
more restrictive than those established by the FCC. The FCC has recently revised
such standards and made them applicable to all classes of channels which carry
downstream NTSC video programming. Local franchising authorities are permitted
to enforce the FCC's new technical standards. The FCC also has adopted
additional standards applicable to cable television systems using frequencies in
the 108-137 MHz and 225-400 MHz bands in order to prevent harmful interference

<PAGE>

with aeronautical navigation and safety radio services, and has also established
limits on cable system signal leakage. Periodic testing by cable operators for
compliance with these technical standards and signal leakage limits is required.
The Company believes that the Systems are in compliance with these standards in
all material respects. The 1992 Cable Act requires the FCC to update
periodically its technical standards to take into account changes in technology.
The FCC has adopted regulations to implement the requirements of the 1992 Cable
Act designed to improve the compatibility of cable systems and consumer
electronics equipment.

    Pole Attachments

      The FCC currently regulates the rates and conditions imposed by certain
public utilities for use of their poles, unless under the Federal Pole
Attachments Act, state public service commissions are able to demonstrate that
they regulate rates, terms and conditions of the cable television pole
attachments. A number of states (including Massachusetts, Michigan, New Jersey,
New York, Ohio and Vermont) and the District of Columbia have certified to the
FCC that they regulate the rates, terms and conditions for pole attachments. In
the absence of state regulation, the FCC administers such pole attachment rates
through use of a formula which it has devised and from time to time revises. The
1996 Act directs the FCC to adopt a new rate formula for any attaching party,
including cable systems, which offers telecommunications services. This new
formula will result in significantly higher attachment rates for cable systems
which choose to offer such services.

    Other Matters

      FCC regulation also includes matters regarding a cable system's carriage
of local sports programming; restrictions on origination and cablecasting by
cable system operators; application of the rules governing political broadcasts;
customer service; home wiring; and limitations on advertising contained in
nonbroadcast children's programming.

    Copyright

      Cable television systems are subject to federal copyright licensing
covering carriage of broadcast signals. In exchange for making semi-annual
payments to a federal copyright royalty pool and meeting certain other
obligations, cable operators obtain a statutory license to retransmit broadcast
signals. The amount of this royalty payment varies, depending on the amount of
system revenues from certain sources, the number of distant signals carried, and
the location of the cable system with respect to over-the-air television
stations.

      Various bills have been introduced into Congress over the past several
years that would eliminate or modify the cable television compulsory license. At
the request of Congress, the Copyright Office has commenced an inquiry into
possible revisions of the compulsory license. Without the compulsory license,
cable operators might need to negotiate rights from the copyright owners for
each program carried on each broadcast station in the channel lineup. Such
negotiated agreements could increase the cost to cable operators of carrying
broadcast signals. The 1992 Cable Act's retransmission consent provisions
expressly provide that retransmission consent agreements between television
broadcast stations and cable operators do not obviate the need for cable
operators to obtain a copyright license for the programming carried on each
broadcaster's signal.

      Copyrighted music performed in programming supplied to cable television
systems by pay cable networks (such as HBO) and basic cable networks (such as
USA Network) has generally been licensed by the networks through private
agreements with the American Society of Composers and Publishers ("ASCAP") and
BMI, Inc. ("BMI"), the two major performing rights organizations in the United
States. As a result of extensive litigation, ASCAP and BMI are both now required
to offer "through to the viewer" licenses to the cable networks which would
cover the retransmission of the cable networks' programming by cable systems to
their subscribers.

      Copyrighted music performed by cable systems themselves on local
origination channels, Public Education Grant ("PEG") channels, and in locally
inserted advertising and cross promotional announcements must also be licensed.
A blanket license was obtained for periods through December 31, 1996 from BMI. A
settlement with ASCAP has been made for all periods through December 31, 1999.
Cable industry negotiations with both BMI and ASCAP are ongoing for periods
subsequent to these settlements.
<PAGE>

Cable Television/State  and Local Regulation

      Because a cable television system uses local streets and rights-of-way,
cable television systems are subject to state and local regulation, typically
imposed through the franchising process. State and/or local officials are
usually involved in franchise selection, system design and construction, safety,
service rates, consumer relations, billing practices and community related
programming and services.

      Cable television systems generally are operated pursuant to nonexclusive
franchises, permits or licenses granted by a municipality or other state or
local government entity. Franchises generally are granted for fixed terms and in
many cases are terminable if the franchise operator fails to comply with
material provisions. The 1984 Cable Act established renewal procedures and
criteria designed to protect incumbent franchises against arbitrary denials of
renewal. While these formal procedures are not mandatory unless timely invoked
by either the cable operator or the franchising authority, they can provide
substantial protection to incumbent franchisees. Even after the formal renewal
procedures are invoked, franchising authorities and cable operators remain free
to negotiate a renewal outside the formal process. Nevertheless, renewal is by
no means assured, as the franchisee must meet certain statutory standards. Even
if a franchise is renewed, a franchising authority may impose new and more
onerous requirements such as upgrading facilities and equipment, although the
municipality must take into account the cost of meeting such requirements. The
1992 Cable Act makes several changes to the process under which a cable operator
seeks to enforce its renewal rights which could make it easier in some cases for
a franchising authority to deny renewal.

      Franchises usually call for the payment of fees, often based on a
percentage of the system's gross subscriber revenues, to the granting authority.
Although franchising authorities may impose franchise fees under the 1984 Cable
Act, such payments cannot exceed 5% of a cable system's annual gross revenues.
In those communities in which franchise fees are required, the Company currently
pays franchise fees ranging up to 5% of gross revenues. Franchising authorities
are also empowered in awarding new franchises or renewing existing franchises to
require cable operators to provide cable-related facilities and equipment and to
enforce compliance with voluntary commitments. In the case of franchises in
effect prior to the effective date of the 1984 Cable Act, franchising
authorities may enforce requirements contained in the franchise relating to
facilities, equipment and services, whether or not cable-related. The 1984 Cable
Act, under certain limited circumstances, permits a cable operator to obtain
modifications of franchise obligations.

      Upon receipt of a franchise, the cable system owner usually is subject to
a broad range of obligations to the issuing authority directly affecting the
business of the system. The terms and conditions of franchises vary materially
from jurisdiction to jurisdiction, and even from city to city within the same
state, historically ranging from reasonable to highly restrictive or burdensome.
The 1984 Cable Act places certain limitations on a franchising authority's
ability to control the operation of a cable system operator and the courts have
from time to time reviewed the constitutionality of several general franchise
requirements, including franchise fees and access channel requirements, often
with inconsistent results. On the other hand, the 1992 Cable Act prohibits
exclusive franchises, and allows franchising authorities to exercise greater
control over the operation of franchised cable systems, especially in the area
of customer service and rate regulation. The 1992 Cable Act also allows
franchising authorities to operate their own multichannel video distribution
system without having to obtain a franchise and permits states or local
franchising authorities to adopt certain restrictions on the ownership of cable
systems. Moreover, franchising authorities are immunized from monetary damage
awards arising from regulation of cable systems or decisions made on franchise
grants, renewals, transfers and amendments.

      The specific terms and conditions of a franchise and the laws and
regulations under which it was granted directly affect the profitability of the
cable television system. Cable franchises generally contain provisions governing
charges for basic cable television services, fees to be paid to the franchising
authority, length of the franchise term, renewal, sale or transfer of the
franchise, territory of the franchise, design and technical performance of the
system, use and occupancy of public streets and number and types of cable
services provided. The 1996 Act prohibits a franchising authority from either
requiring or limiting a cable operator's provision of telecommunications
services.

      Various proposals have been introduced at the state and local levels with
regard to the regulation of cable television systems, and a number of states
have adopted legislation subjecting cable television systems to the jurisdiction
of centralized state governmental agencies, even to the exclusion of local
community regulation. Some of these states regulate jointly and impose
regulation of a character similar to that of a public utility. Attempts in other
states to regulate cable television systems are continuing and can be expected
to increase. Such proposals and legislation may be preempted by federal statute
and/or FCC regulation. To date, the states in which the Company operates that
have enacted such state level regulation are New York, New Jersey, Massachusetts

<PAGE>

and Vermont. The Company cannot predict whether other states in which it
currently operates, or in which it may acquire systems, will engage in such
regulation in the future.

      The foregoing does not purport to describe all present and proposed
federal, state and local regulations and legislation relating to the cable
television industry. Other existing federal regulations, copyright licensing
and, in many jurisdictions, state and local franchise requirements currently are
the subject of a variety of judicial proceedings, legislative hearings and
administrative and legislative proposals which could change, in varying degrees,
the manner in which cable television systems operate. Neither the outcome of
these proceedings nor their impact upon the cable television industry or the
Company can be predicted at this time.

Telephony and Telecommunications/Federal  Laws and Regulations

      The 1996 Act also alters federal, state and local laws and regulations
regarding telecommunications providers and services, including the Company, and
creates a favorable environment in which the Company may provide telephone and
other telecommunications services and facilities. The following is a summary of
the key provisions of the 1996 Act that could materially affect the
telecommunications business of the Company.

      The 1996 Act was intended to promote the provision of competitive
telephone services and facilities by cable television companies and others. The
1996 Act declares that no state or local laws or regulations may prohibit or
have the effect of prohibiting the ability of any entity to provide any
interstate or intrastate telecommunications service. States are authorized to
impose "competitively neutral" requirements regarding universal service, public
safety and welfare, service quality, and consumer protection. The 1996 Act
further provides that cable operators and affiliates providing
telecommunications services are not required to obtain a separate franchise from
local franchising authorities ("LFAs") for such services. An LFA may not order a
cable operator or affiliate to discontinue providing telecommunications services
or discontinue operating its cable system on the basis that it has failed to
obtain a separate franchise or renewal for the provision of telecommunications
services. The 1996 Act prohibits LFAs from requiring cable operators to provide
telecommunications service or facilities as a condition of the grant of a
franchise, franchise renewal, or franchise transfer, except that LFAs may seek
"institutional networks" as part of such franchise negotiations.

      The 1996 Act provides that, when cable operators provide
telecommunications services, LFAs may require reasonable, competitively neutral
compensation for management of the public rights-of-way. The LFA must publicly
disclose such compensation requirements.

      The Company believes that it qualifies as a connecting carrier under
federal law and therefore does not need FCC certification to provide intrastate
service. In the event that it is determined that the Company must seek FCC
certification, the Company believes that such certification will be granted by
the FCC in a timely manner. The Company may be required to file certain tariffs
and reports with the FCC.

      Interconnection  and Other Telecommunications  Carrier Obligations

      To facilitate the entry of new telecommunications providers (including
cable operators), the 1996 Act imposes interconnection obligations on all
telecommunications carriers. All carriers must interconnect their networks with
other carriers and must not deploy network features and functions that interfere
with interoperability. LECs also have a set of separate identified obligations
beyond those that apply to new entrants: (i) good faith negotiation with those
seeking interconnection, (ii) unbundling, equal access and non-discrimination
requirements, (iii) resale of services, including "resale at wholesale rates,"
(iv) notice of changes in the network that would affect interconnection and
interoperability and (v) physical collocation unless shown that practical
technical reasons, or space limitations, make physical collocation impractical.

      Under the 1996 Act, individual interconnection rates must be just and
reasonable, based on cost, and may include a reasonable profit. Traffic
termination charges shall be "mutual and reciprocal." The 1996 Act permits
carriers to agree on a "bill and keep" system, but does not require such a
system.

      The 1996 Act contemplates that interconnection agreements will be
negotiated by the parties and submitted to a state public service commission
("SPSC") for approval. A SPSC may become involved, at the request of either
party, if negotiations fail. If the state regulator refuses to act, the FCC may
determine the matter. If the SPSC acts, an aggrieved party's remedy is to file a

<PAGE>

case in federal district court. The 1996 Act provides for a rural exemption to
interconnection requests, but also provides that the exception does not apply
where a cable operator makes an interconnection request of a rural LEC within
the operator's franchise area.

      The 1996 Act requires that all telecommunications providers (including
cable operators that provide telecommunications services) contribute equitably
to a Universal Service Fund ("USF"), and the FCC may exempt an interstate
carrier or class of carriers if its contribution would be minimal under the USF
formula. The 1996 Act allows states to determine which intrastate
telecommunications providers contribute to the USF. The 1996 Act prohibits
geographic end user rate de-averaging to protect rural subscribers' rates.

    FCC Interconnection  Order

      On August 8, 1996 the FCC released its First Report and Order, Second
Report and Order and memorandum Opinion and Order promulgating rules and
regulations to implement Congress' statutory directive concerning the
interconnection obligations of all telecommuications carriers, including
obligations of CLECs and LECs, and incumbent LEC pricing of interconnection and
unbundled elements (the "Local Competition Orders"). The Local Competition
Orders adopted a national framework for interconnection but left to the
individual states the task of implementing the FCC's rules. The Local
Competition Orders also established rules implementing the 1996 Act requirements
that LECs negotiate interconnection agreements, and provide guidelines for
review of such agreements by State PUCs.

      In July 1997, the United States Court of Appeals for the Eighth Circuit
vacated in part the FCC's local competition rules. That court concluded that the
FCC did not have the authority to establish rules to govern the pricing of
interconnection, network elements, and resale services provided by incumbent
local exchange carriers. In addition, it found certain other FCC rules to be
unlawful. On January 25, 1999, the Supreme Court issued an opinion in which it
reversed portions of the court of appeals decision. The Supreme Court held that
the FCC has authority under the Communications Act to establish rules, including
pricing rules, to implement the local competition provisions of the 1996 Act,
even with respect to intrastate services. The Supreme Court did not address the
merits of the FCC's 1996 pricing rules. In addition, the Supreme Court affirmed
several of the other rules which had been promulgated by the FCC, but which had
been found unlawful by the court of appeals. These included a rule allowing
requesting carriers to select provisions from among different interconnection
agreements approved by state commissions (the so-called "pick-and-choose" rule)
and a rule allowing requesting carriers to obtain from incumbent local exchange
carriers assembled combinations of unbundled network elements (sometimes called
unbundled network element platforms). The Supreme Court vacated a FCC rule
identifying specific network elements which incumbent local exchange carriers
must make available to requesting carriers on the basis that the FCC had failed
to consider (i) whether such network elements were necessary, and (ii) whether
the failure to make network elements available would impair the ability of
requesting carriers to provide the services they seek to offer. The FCC has
indicated that it will conduct further proceedings to comply with the Supreme
Court's opinion regarding the availability of network elements. Whether
incumbent local exchange carriers will be required to make available combined
platforms of network elements will depend on how the FCC implements the
"necessary" and "impair" standards governing network element availability in
light of the Supreme Court opinion.

Internet Services/Federal Laws and Regulations

      Transmitting indecent material via the Internet was made criminal by the
1996 Act. However, on-line access providers are exempted from criminal liability
for simply providing interconnection service; they are also granted an
affirmative defense from criminal or other action where in "good faith" they
restrict access to indecent materials. These provisions have been challenged in
federal court. The 1996 Act further exempts on-line access providers from civil
liability for actions taken in good faith to restrict access to obscene,
excessively violent or otherwise objectionable material.

    Forced Internet Access

      Cable operators have begun to offer high-speed Internet access to
subscribers. These services are in direct competition with a number of other
companies, many of which have substantial resources, such as existing ISPs and
local and long distance telephone companies.

      Recently, a number of ISP's have asked local franchising authorities and
the FCC to grant them rights of access to cable systems' broadband
infrastructure so that they can deliver their services directly to cable
systems' customers. Several local franchising authorities and state legislatures

<PAGE>

have been examining the issue and a few local authorities have required cable
operators to provide such access. A U.S. District Court recently ruled that the
City of Portland, OR was authorized to require such access. This decision is on
appeal. Some cable companies have initiated their own litigation challenging
municipal forced access requirements. Congress and the FCC have thus far
declined to take action on the issue of ISP's access to broadband cable
facilities. If cable operators are subject to this forced access, it could
prohibit the Company from entering into agreements or limiting existing
agreements with ISPs which could adversely impact our anticipated revenues from
high-speed Internet access services. Franchise renewals and transfers could
become more difficult depending upon the outcome of this issue.

Telephony and Telecommunications/State  Law and Regulation

      In 1995, the Florida Legislature amended Chapter 362 of Florida Statutes
by enacting "An Act Relating to Local Exchange Telecommunications Companies"
("Florida Act") (Chapter 362, Fl. Stat. (1995)). This new law substantially
altered Florida law regarding telecommunications providers and services, such as
Olympus. The following is a summary of the key provisions of the Florida Act and
associated Florida Public Service Commission ("PSC") actions that could
materially affect Adelphia's telecommunications business in Florida.

    The Florida Act

      The Florida Act vests in the PSC virtually exclusive jurisdiction over
intrastate telecommunications matters. The Florida Act limits municipalities to
taxation of certain telecommunications services or management of long distance
carriers' occupation of local rights-of-way. The Florida Act further directs the
PSC to employ flexible regulatory treatment to ensure the widest possible range
of telecommunications services, and provides that new entrants such as the
Company are subject to a lesser level of regulatory oversight than LECs.

    PSC Actions

      Florida has also promulgated legislation that fosters competition in
intrastate telecommunications services, which is administered by the Florida
Public Service Commission ("PSC"). The PSC grants certification to competitive,
alternative providers upon a showing of sufficient technical, financial, and
managerial capability. The PSC also remains active in governing the business of
alternative carriers, such as imposing certain continuing reporting and other
obligations (or restrictions) on such carriers. For instance, although the PSC
has mandated that competitive providers file certain price lists, the PSC has
resisted allowing competitive carriers to file full tariffs, which would deny
them the ability to rely on terms and conditions normally included in such
tariffs and required instead reliance on individual contracts. In addition, the
PSC conducts proceedings and rulemakings to address local competition issues
including pricing of unbundled network elements and wholesale services available
for resale. Finally, pursuant to its obligation under the 1996 Act, the PSC also
reviews or arbitrates interconnection agreement negotiations.

      Based on the foregoing, the Company believes that the Florida Act and
actions of the PSC to date reflect a generally favorable legal and regulatory
environment for new entrants, such as the Company, to intrastate
telecommunications in Florida.

ITEM 2.   PROPERTIES

      The Company's principal physical assets consist of cable television
operating plant and equipment, including signal receiving, encoding and decoding
devices, headends and distribution systems and subscriber house drop equipment
for each of its cable television systems. The signal receiving apparatus
typically includes a tower, antenna, ancillary electronic equipment and earth
stations for reception of satellite signals. Headends, consisting of associated
electronic equipment necessary for the reception, amplification and modulation
of signals, are located near the receiving devices. The Company's distribution
system consists primarily of coaxial and fiber optic cables and related
electronic equipment. Subscriber devices consist of decoding converters. The
physical components of cable television systems require maintenance and periodic
upgrading to keep pace with technological advances.

      The Company's cables and related equipment are generally attached to
utility poles under pole rental agreements with local public utilities, although

<PAGE>

in some areas the distribution cable is buried in underground ducts or trenches.
See "Legislation and Regulation-Federal Regulation."

      The Company owns or leases parcels of real property for signal reception
sites (antenna towers and headends), microwave facilities and business offices
in each of its market areas, and owns most of its service vehicles. The Company
also leases certain cable, operating and support equipment from a corporation
owned by members of the Rigas family. All leasing transactions between the
Company and its officers, directors or principal stockholders, or any of their
affiliates, are, in the opinion of management, on terms no less favorable to the
Company than could be obtained from unaffiliated third parties.

      Substantially all of the assets of Adelphia's subsidiaries are subject to
encumbrances as collateral in connection with the Company's credit arrangements,
either directly with a security interest or indirectly through a pledge of the
stock in the respective subsidiaries. See Note 3 to the Adelphia Consolidated
Financial Statements. The Company believes that its properties, both owned and
leased, are in good operating condition and are suitable and adequate for the
Company's business operations.

      Adelphia Business Solutions' fiber optic cable, fiber optic communications
equipment and other properties and equipment used in its networks, are owned or
leased by Adelphia Business Solutions and its subsidiaries, or in certain
circumstances, its joint ventures. Fiber optic cable plant used in providing
service is primarily on or under public roads, highways or streets, with the
remainder being on or under private property. As of December 31, 1999, Adelphia
Business Solutions' total communications equipment in service consists of fiber
optic communications equipment, fiber optic cable, switches, other electronic
equipment, furniture and fixtures, leasehold improvements and construction in
progress. Such properties do not lend themselves to description by character and
location of principal units.

ITEM 3.  LEGAL PROCEEDINGS

      In February 2000, the Company settled all disputes and claims arising out
of a summons and complaint filed in the United States District Court for the
Northern District of New York, Case Number 99-CV-268, against the Company by
Hyperion Solutions Corporation ("Solutions"), which is described in the
complaint as a company in the business of developing, marketing and supporting
comprehensive computer software tools, executive information systems and
applications that companies use to improve their business performance. The
complaint alleged, among other matters, that the Company's use of the name
"Hyperion" in its business infringed upon various trademarks and service marks
of Solutions in violation of federal trademark laws and violated various New
York business practices, advertising and business reputation laws. Management of
the Company believes that the Company had meritorious defenses to the complaint
and has vigorously defended this lawsuit including filing a counterclaim against
Solutions. As part of the settlement, Solutions' complaint and the Company's
counterclaim were dismissed with prejudice and both the Company and Solutions
entered into mutual releases regarding the complaint and counterclaim.
Management believes that this matter will not have a material adverse effect
upon the Company.

         On or about March 10, 1999, Robert Lowinger, on behalf of himself and
all others similarly situated (the "Plaintiff") commenced an action by filing a
Class Action Complaint (the "Complaint") in the Superior Court of Connecticut,
Judicial District of Stamford/Norwalk against Century, all of its directors, and
Adelphia. The Plaintiff, claiming that he owns shares of Class A Common Stock of
Century, alleged that in connection with the proposed merger of Century with
Adelphia, holders of Class B Common Stock of Century (which has superior voting
rights to the Class A Common Stock of Century) will receive consideration for
their shares that exceeds by $4.00 per share the consideration to be paid to
Century's Class A shareholders resulting in the Century's Class B shareholders
receiving approximately $170,000 more than if they held the equivalent number of
the Century's Class A shares. The Plaintiff claimed that the individual
defendants breached their fiduciary duties of loyalty, good faith, and due care
to Century's Class A shareholders by approving the higher payment to Century's
Class B shareholders and that Century and Adelphia aided and abetted these
alleged breaches of fiduciary duty. The Plaintiff seeks certification of a class
of Century's Class A shareholders and seeks recovery on behalf of himself and
the class of unspecified damages, profits, and special benefits alleged to have
been wrongfully obtained by the defendants, as well as all costs, expenses and
attorney's fees. On October 21, 1999, Adelphia and Century filed motions to
strike the Complaint, and several of the individual defendants moved to dismiss
all counts in the Complaint against them for lack of personal jurisdiction over
each of them. On January 3, 2000, the court dismissed all counts in the
Complaint as to two of the individual defendants. On January 13, 2000, the court
granted defendants' motions to strike and dismissed Plaintiff's complaint in its
entirety for failure to state a claim upon which relief can be granted. The
court entered judgment on February 16, 2000. To the Company's knowledge the

<PAGE>

Plaintiff has not filed an appeal in this action within the time provided by
local court rules for the filing of an appeal.

         Adelphia and certain subsidiaries are defendants in several putative
subscriber class action suits in state courts in Vermont, Pennsylvania and
Mississippi initiated during 1999. The suits all challenge the propriety of late
fees charged by the subsidiaries to customers who fail to pay for services in a
timely manner. The suits seek injunctive relief and various formulations of
damages under various claimed causes of action under various bodies of state
law. These actions are in various stages of defense and, in one case, the
Company was required to refund the late fees, however, Adelphia has appealed
this decision. All of these actions are being defended vigorously. The outcome
of these matters cannot be predicted at this time.

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


<PAGE>



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      A special meeting of the stockholders of the Company was held on October
1, 1999. Stockholders entitled to vote a total of 137,018,185 votes out of
158,673,103 votes attributable to all shares of the Company's outstanding
capital stock were represented at the meeting either in person or by proxy.

      At such meeting (a) the stockholders approved, as required by the Nasdaq
National Market, the issuance of shares of Adelphia's Class A common stock in
connection with the merger of Century Communications Corp. with and into a
wholly owned subsidiary of Adelphia.

<TABLE>
<CAPTION>

                                                  Class of                                            Broker
                                                   Stock        Vote For      Withheld    Abstain   Non-voting
                                                ------------- -------------- ----------- --------- --------------

          (a) Approval of issuance of Class A
                 common stock in connection
<S>                                             <C>           <C>            <C>         <C>        <C>
                 with merger                    Class A          28,469,361     197,555      6,509            --
                                                Class B         108,344,760          --         --            --
</TABLE>

      The annual meeting of the stockholders of the Company was held on October
25, 1999. Stockholders entitled to vote a total of 145,396,632 votes out of
158,673,103 votes attributable to all shares of the Company's outstanding
capital stock were represented at the meeting either in person or by proxy. At
such meeting, (a) one director (the "Class A Director") was elected by vote of
the holders of Class A common stock voting as a separate class, (b) nine
directors, ("Class A and B Directors") were elected by vote of the holders of
Class A common stock and the holders of Class B common stock voting together and
(c) an amendment to Article IV of the Certificate of Incorporation increasing
authorized shares of capital stock from 230,000,000 to 1,550,000,000, authorized
shares of Class A common stock from 200,000,000 to 1,200,000,000, authorized
shares of Class B common stock from 25,000,000 to 300,000,000 and authorized
shares of Preferred Stock from 5,000,000 to 50,000,000 was approved.

      The stockholder voting results are as follows:

<TABLE>
<CAPTION>

                                                   Class of                                                      Broker
                                                     Stock         Vote for      Withheld        Abstain        Non-votes
                                                  ------------ --------------- ------------- --------------- ---------------

        (a)    Class A Director Elected

<S>                                               <C>          <C>             <C>           <C>             <C>
               Perry S. Patterson                 Class A         36,541,359       460,513              --              --

        (b)    Class A and B Directors Elected
               John J. Rigas                      Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760            --              --              --

               Michael J. Rigas                   Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760            --              --              --

               Timothy J. Rigas                   Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760            --              --              --

               James P. Rigas                     Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760            --              --              --

               Pete J. Metros                     Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760            --              --              --

               Dennis P. Coyle                    Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760            --              --              --

               Leslie J. Gelber                   Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760            --              --              --

               Peter L. Venetis                   Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760            --              --              --

               Erland E. Kailbourne               Class A         31,746,369     2,717,096           2,469       2,535,938
                                                  Class B        108,344,760            --              --              --

        (c)    Amendment to Article IV

                 increase in Capital Stock        Class A         29,983,218     6,783,347         285,307              --
                                                  Class B        108,344,760            --              --              --
</TABLE>


<PAGE>



Executive Officers of the Registrant

      The executive officers of the Company, first elected to hold their
respective positions on July 1, 1986, serve at the discretion of the Board of
Directors.

      The executive officers of the Company are:

<TABLE>
<CAPTION>

        NAME                        AGE                         POSITION
<S>                                 <C>     <C>

        John J. Rigas............    75      Chairman, Chief Executive Officer, President and Director

        Michael J. Rigas.........    46      Executive Vice President, Operations, Secretary and Director

        Timothy J. Rigas.........    43      Executive Vice President, Chief Financial Officer, Treasurer and Director

        James P. Rigas...........    42      Executive Vice President, Strategic Planning and Director

</TABLE>

         John J.  Rigas is the  founder,  Chairman,  President  and  Chief
Executive Officer of Adelphia and is President of its subsidiaries. He is also
Chairman of Adelphia Business Solutions. Mr. Rigas has served as President or
general partner of most of the constituent entities which became wholly-owned
subsidiaries of Adelphia upon its formation in 1986, as well as the cable
television operating companies acquired by the Company which were wholly or
partially owned by members of the Rigas family. Mr. Rigas has owned and operated
cable television systems since 1952. Among his business and community service
activities, Mr. Rigas is Chairman of the Board of Directors of Citizens
Bancorp., Inc., Coudersport, Pennsylvania, and a member of the Board of
Directors of Charles Cole Memorial Hospital. He is a director of the National
Cable Television Association and a past President of the Pennsylvania Cable
Television Association. He is also a member of the Board of Directors of C-SPAN
and the Cable Advertising Bureau, and is a Trustee of St. Bonaventure
University. He graduated from Rensselaer Polytechnic Institute with a B.S. in
Management Engineering in 1950.

      John J. Rigas is the father of  Michael J.  Rigas,  Timothy  J.  Rigas and
James P. Rigas, each of whom currently serves as a director and executive
officer of the Company.

      Michael J. Rigas is Executive Vice President, Operations and Secretary of
Adelphia and is a Vice President of its subsidiaries. He is also Vice Chairman
and Secretary of Adelphia Business Solutions. Since 1981, Mr. Rigas has served
as a Senior Vice President, Vice President, general partner or other officer of
the constituent entities which became wholly-owned subsidiaries of Adelphia upon
its formation in 1986, as well as the cable television operating companies
acquired by the Company which were wholly or partially owned by members of the
Rigas family. From 1979 to 1981, he worked for Webster, Chamberlain & Bean, a
Washington, D.C. law firm. Mr. Rigas graduated from Harvard University (magna
cum laude) in 1976 and received his Juris Doctor degree from Harvard Law School
in 1979.

      Timothy J. Rigas is Executive Vice President, Chief Financial Officer and
Treasurer of Adelphia and its subsidiaries. He is also Vice Chairman, Chief
Financial Officer and Treasurer of Adelphia Business Solutions. Since 1979, Mr.
Rigas has served as Senior Vice President, Vice President, general partner or
other officer of the constituent entities which became wholly-owned subsidiaries
of Adelphia upon its formation in 1986, as well as the cable television
operating companies acquired by the Company which were wholly or partially owned
by members of the Rigas family. Mr. Rigas graduated from the University of
Pennsylvania, Wharton School, with a B.S. degree in Economics (cum laude) in
1978.

      James P. Rigas is Executive Vice President, Strategic Planning of Adelphia
and is a Vice President of its subsidiaries, and also serves as Vice Chairman,
President, Chief Executive Officer and Chief Operating Officer of Adelphia
Business Solutions. Since February 1986, Mr. Rigas has served as a Senior Vice
President, Vice President or other officer of the constituent entities which
became wholly-owned subsidiaries of Adelphia upon its formation in 1986, as well
as the cable television operating companies acquired by the Company which were
wholly or partially owned by members of the Rigas family. Among his business
activities, Mr. Rigas is a member of the Board of Directors of Cable Labs. Mr.
Rigas graduated from Harvard University (magna cum laude) in 1980 and received a
Juris Doctor degree and an M.A. degree in Economics from Stanford University in
1984. From June 1984 to February 1986, he was a consultant with Bain & Co., a
management consulting firm.


<PAGE>



PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      The Company's Class A common stock is quoted on the National Association
of Securities Dealers Automated Quotations System National Market System
(NASDAQ-NMS). Adelphia's NASDAQ-NMS symbol is "ADLAC."

      The following table sets forth the range of high and low prices of the
Class A common stock on NASDAQ-NMS for the periods presented. Such prices
represent inter-dealer quotations, without retail mark-up, mark-down or
commission, and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>

                              CLASS A COMMON STOCK

               QUARTER ENDED:                                              HIGH          LOW

<S>                 <C> <C>                                             <C>           <C>
               June 30, 1998                                            $  37 1/8     $  21 1/2
               September 30, 1998                                       $  44         $  30 7/16
               December 31, 1998                                        $  48 1/8     $  29 1/8

               March 31, 1999                                           $  64 3/8     $  44 7/8
               June 30, 1999                                            $  87         $  55 1/8
               September 30, 1999                                       $  69 1/4     $  54
               December 31, 1999                                        $  67         $  47 1/4
</TABLE>

      As of March 23, 2000, there were approximately 667 holders of record of
Adelphia's Class A common stock. As of March 23, 2000, five record holders were
registered clearing agencies holding Class A common stock on behalf of
participants in such clearing agencies.

      No established public trading market exists for Adelphia's Class B common
stock. As of the date hereof, the Class B common stock was held of record by
seven persons, principally members of the Rigas family, including a Pennsylvania
general partnership all of whose partners are members of the Rigas family. The
Class B common stock is convertible into shares of Class A common stock on a
one-to-one basis. As of March 28, 2000 the Rigas family owned 100% of the
outstanding Class B common stock.

      Adelphia has never paid a cash dividend on its common stock and
anticipates that for the foreseeable future any earnings will be retained for
use in its business. The ability of Adelphia to pay cash dividends on its common
stock is limited by the provisions of its indentures. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."

      On October 1, 1999, Adelphia purchased Citizens Cable Company's 50%
interest in the Citizens/Century Cable Television Joint Venture, one of
Century's 50% owned joint ventures, for a purchase price of approximately $131.9
million, comprised of approximately $27.7 million in cash, approximately
1,850,000 shares of Adelphia Class A common stock and the assumption of
indebtedness. The Class A common stock was issued pursuant to the exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended.

      On October 1, 1999, Adelphia acquired FrontierVision Partners, L.P.
("FrontierVision"). In connection with the acquisition, Adelphia issued
7,000,000 shares of its Class A common stock to the partners of FrontierVision,
assumed debt of approximately $1.15 billion and paid cash of approximately $543
million. The Class A common stock was issued pursuant to the exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended.

      On December 29, 1999, Adelphia issued 13,355 shares of Class A common
stock to the former owners of the Verto cable system purchased earlier in 1999,
as part of the post-closing adjustment for that acquisition. The Class A common
stock was issued pursuant to the exemption from registration under Section 4(2)
of the Securities Act of 1933, as amended.


<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA
 (Dollars in thousands, except per share amounts)


      The selected consolidated financial data as of and for each of the three
years in the period ended March 31, 1998, the nine months ended December 31,
1998 and the year ended December 31, 1999 have been derived from the audited
consolidated financial statements of the Company. The selected consolidated
financial data for the twelve months ended December 31, 1998 have been derived
from unaudited condensed consolidated financial statements of the Company not
included herein; however, in the opinion of management, such data reflect all
adjustments (consisting only of normal and recurring adjustments) necessary to
fairly present the data for such period. This data should be read in conjunction
with the consolidated financial statements and related notes thereto as of
December 31, 1998 and 1999 and the year ended March 31, 1998, the nine months
ended December 31, 1998 and the year ended December 31, 1999 and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Annual Report on Form 10-K/A-2. The statement of
operations data with respect to fiscal years ended March 31, 1996 and 1997, and
the balance sheet data at March 31, 1996, 1997 and 1998, have been derived from
audited consolidated financial statements of the Company not included herein.


<TABLE>
<CAPTION>



                                                                           Nine Months
                                                                              Ended            Year Ended
                                              Year Ended March 31,         December31          December 31,
                                        --------------------------------- ------------- --------------------------
                                           1996       1997        1998        1998*         1998*        1999*
                                        ----------- ---------- ---------- ------------- ------------  ------------
                                                                                        (unaudited)

<S>                                     <C>         <C>        <C>        <C>           <C>            <C>



Revenues                                $ 403,597   $472,778   $ 524,889  $   496,014   $   630,999    $ 1,287,968
Direct operating and programming
expense                                   124,116    148,982     167,288      167,963       213,327        432,612
Selling, general and administrative
expense                                    68,357     81,763      95,731      107,249       132,895        340,579
Depreciation and amortization expenses    111,031    124,066     145,041      140,974       181,445        371,025
Merger and integration costs                   --         --          --           --            --          4,736
Rate regulation charge                      5,300         --          --           --            --             --
                                        ----------- ---------- ---------- ------------- -------------  -------------
Operating income                           94,793    117,967     116,829       79,828       103,332        139,016
                                        ----------- ---------- ---------- ------------- -------------  -------------
Priority investment income from Olympus    28,852     42,086      47,765       36,000        48,000         36,000
Cash interest expense - net              (183,780)   (190,965)  (206,124)    (156,789)     (205,554)      (307,517)
Noncash interest expense                  (16,288)   (41,360)    (37,430)     (23,663)      (31,112)       (52,068)
Equity in loss of joint ventures          (46,257)   (59,169)    (79,056)     (58,471)      (78,193)       (68,376)
Adelphia Business Solutions preferred
  stock dividends                              --         --     (12,682)     (21,536)      (28,230)       (32,173)
Minority interest in net losses of
subsidiaries                                   --         --          --       25,772        25,772         38,699
Gain on cable systems swap                     --         --          --       21,455        21,455             --
Other                                          --     12,151       2,538        1,113         2,633          1,865
                                        ----------- ---------- ---------- ------------- -------------  -------------
Loss before income taxes and
extraordinary loss                       (122,680)   (119,290)  (168,160)     (96,291)     (141,897)      (244,554)
Income tax benefit                          2,786        358       5,606        6,802        12,967         14,493
                                        ----------- ---------- ---------- ------------- -------------  -------------
Loss before extraordinary loss           (119,894)   (118,932)  (162,554)     (89,489)     (128,930)      (230,061)
Extraordinary loss on early retirement
 of debt                                       --     (11,710)   (11,325)      (4,337)       (4,337)       (10,658)
                                        ----------- ---------- ---------- ------------- -------------  -------------
Net loss                                 (119,894)   (130,642)  (173,879)     (93,826)     (133,267)      (240,719)
Dividend requirements applicable
  to preferred stock                           --         --     (18,850)     (20,718)      (27,570)       (41,963)
                                        ----------- ---------- ---------- ------------- -------------  -------------
Net loss applicable to common
stockholders                            $(119,894)  $(130,642) $(192,729) $  (114,544)  $  (160,837)   $  (282,682)
                                        =========== ========== ========== ============= =============  =============
Basic and diluted loss per weighted
  average share of common stock before
  extraordinary loss                    $   (4.56)  $  (4.50)  $   (6.07) $     (3.04)  $     (4.49)   $     (3.73)
Basic and diluted net loss per
  weighted average share of common stock    (4.56)     (4.94)      (6.45)       (3.16)        (4.62)         (3.88)
Cash dividends declared per common
  share                                        --         --          --           --            --             --

<FN>





*As restated, see Note 14 of the Consolidated Financial Statements presented at
Item 8.

</FN>

</TABLE>


<PAGE>



Business Segment Information:


      Adelphia operates primarily in two operating segments within the
telecommunications industry: cable television and related investments
("Adelphia, excluding Adelphia Business Solutions" or "Cable and Other Segment")
and competitive local exchange carrier telephony ("Adelphia Business Solutions"
or "CLEC Segment"). The balance sheet data and other data as of and for each of
the three years in the period ended March 31, 1998, the nine months ended
December 31, 1998 and the year ended December 31, 1999 of Adelphia Business
Solutions have been derived from audited consolidated financial statements of
Adelphia Business Solutions not included herein. The selected consolidated
financial data for the twelve months ended December 31, 1998 have been derived
from unaudited condensed consolidated financial statements of Adelphia Business
Solutions not included herein; however, in the opinion of management, such data
reflect all adjustments (consisting only of normal and recurring adjustments)
necessary to fairly present the data for such period.


<TABLE>
<CAPTION>

                                                             March 31,                          December 31,
                                            ------------------------------------------- ------------------------------
                                                 1996           1997          1998          1998*          1999*
                                            -------------- -------------- ------------- -------------- ---------------
Balance Sheet Data:

Adelphia Consolidated

<S>                                         <C>            <C>            <C>           <C>            <C>


  Total assets                              $   1,367,579  $   1,643,826  $  2,304,671  $   3,315,761  $  17,288,615
  Total debt                                    2,175,473      2,544,039     2,909,745      3,527,452      9,291,732
  Cash and cash equivalents                        10,809         61,539       276,895        398,644        186,874
  Investments (a)                                  74,961        130,005       150,787        229,494        308,342
  Redeemable preferred stock                           --             --       355,266        376,865        409,211
  Convertible preferred stock
    (liquidation preference)                           --             --       100,000        100,000        675,000

Adelphia Business Solutions

  Total assets                              $      35,269  $     174,601  $    639,992  $     836,342  $   1,171,074 (b)
  Total debt                                       50,855        215,675       528,776        494,109        845,178
  Cash and cash equivalents                            --         59,814       230,750        242,570          2,133
  Investments (a)                                  27,900         56,695        69,596        138,614         61,400
  Redeemable preferred stock                           --             --       207,204        228,674        260,848

Adelphia, excluding Adelphia
  Business Solutions

  Total assets                              $   1,332,310  $   1,469,225  $  1,664,679  $   2,479,419  $  16,117,541
  Total debt                                    2,124,618      2,328,364     2,380,969      3,033,343      8,446,554
   Cash and cash equivalents                       10,809          1,725        46,145        156,074        184,741
  Investments (a)                                  47,061         73,310        81,191         90,880        246,942
  Redeemable preferred stock                           --             --       148,062        148,191        148,363
  Convertible preferred stock
    (liquidation preference)                           --             --       100,000        100,000        675,000


<FN>
*As restated, see Note 14 of the Consolidated Financial Statements presented at
Item 8.

</FN>
</TABLE>

                         See "Other Data" on next page.


<PAGE>

<TABLE>
<CAPTION>





                                                                      Nine Months
                                                                         Ended            Year Ended            Three Months Ended
                                        Year Ended March 31,          December 31,       December 31,              December 31,
                                ------------------------------------ ------------- ------------------------  -----------------------
Other Data:                         1996         1997        1998        1998*         1998*       1999*        1998*        1999*
                                -----------  ----------- ----------- ------------- ------------ -----------  ----------- -----------
                                                                                   (unaudited)               (unaudited) (unaudited)
Adelphia Consolidated

<S>                           <C>           <C>         <C>          <C>          <C>          <C>         <C>           <C>


  Revenues                    $   403,597   $  472,778  $   524,889  $   496,014  $   630,999  $1,287,968  $   188,301   $  635,273
  Priority income                  28,852       42,086       47,765       36,000       48,000      36,000       12,000            -
  Operating expenses (c)          192,473      230,745      263,019      275,212      346,222     773,191      107,725      367,608
  Depreciation and
    amortization expenses         111,031      124,066      145,041      140,974      181,445     371,025       56,231      184,693
  Operating income                 94,793      117,967      116,829       79,828      103,332     139,016       24,345       78,236
  Interest expense - net         (200,068)    (232,325)    (243,554)    (180,452)    (236,666)   (359,585)     (60,820)    (187,945)
  Preferred stock dividends             -            -      (31,532)     (42,254)     (55,800)    (74,136)     (14,330)     (23,217)
  Capital expenditures            100,089      129,609      183,586      255,797      321,823     819,197       76,945      415,188
  Cash paid for acquisitions -
    net of cash acquired           60,804      143,412      146,546      403,851      462,180   2,178,037            -    1,988,249
  Cash used for investments        24,333       51,415       86,851       81,558      106,219      56,365       56,570       14,342

Adelphia Business Solutions

  Revenues                    $     3,322   $    5,088  $    13,510  $    34,776  $    39,596  $  154,575  $    15,043   $   55,575
  Operating expenses (c)            5,774       10,212       22,118       54,050       61,806     201,140       23,182       71,485
  Depreciation and
    amortization expenses           1,184        3,945       11,477       26,671       31,121      65,244       10,708       19,955
  Operating loss                   (3,636)      (9,069)     (20,085)     (45,945)     (53,331)   (111,809)     (18,847)     (35,865)
  Interest expense - net (d)       (5,889)     (22,401)     (36,030)     (20,010)     (28,057)    (45,898)      (6,994)     (16,103)
  Preferred stock dividends             -            -      (12,682)     (21,536)     (28,230)    (32,173)      (7,424)      (8,586)
  Capital expenditures              6,084       36,127       68,629      146,752      180,547     453,206       35,057      220,788
  Cash paid for acquisitions -
    net of cash acquired                -        5,040       65,968            -       58,329     129,118            -            -
  Cash used for investments        12,815       34,769       64,260       69,018       87,159      24,496       54,258       (2,925)

Adelphia, excluding Adelphia
      Business Solutions

  Revenues                    $   400,275   $  467,690  $   511,379  $   461,238  $   591,403  $1,133,393  $   173,258   $  579,698
  Priority income                  28,852       42,086       47,765       36,000       48,000      36,000       12,000            -
  Operating expenses (c)          186,699      220,533      240,901      221,162      284,416     572,051       84,543      296,123
  Depreciation and
    amortization expenses         109,847      120,121      133,564      114,303      150,324     305,781       45,523      164,738
  Operating income                 98,429      127,036      136,914      125,773      156,663     250,825       43,192      114,101
  Interest expense - net (e)     (194,179)    (209,924)    (207,524)    (160,442)    (208,609)   (313,687)     (53,826)    (171,842)
  Preferred stock dividends             -            -      (18,850)     (20,718)     (27,570)    (41,963)      (6,906)     (14,631)
  Capital expenditures             94,005       93,482      114,957      109,045      141,276     365,991       41,888      194,400
  Cash paid for acquisitions -
    net of cash acquired           60,804      138,372       80,578      403,851      403,851   2,048,919            -    1,988,249
  Cash used for investments        11,518       16,646       22,591       12,540       19,060      31,869        2,312       17,267

<FN>
*As restated, see Note 14 of the Consolidated Financial Statements presented at
Item 8.

(a)      Represents total investments before cumulative equity in net losses.
(b)      Amount excludes receivables from Adelphia of $392,629 as of
          December 31, 1999.
(c)      Amount excludes depreciation and amortization expenses and merger and
          integration costs.
(d)      Amounts include interest income from Adelphia of $0, $0, $0, $8,395,
          $11,223, $8,483, $3,576 and $1,540 for the respective periods.
(e)      Amounts include interest expense to Adelphia Business Solutions of $0,
          $0, $0, $8,395, $11,223, $8,483, $3,576 and $1,540 for the respective
          periods.

</FN>
</TABLE>


<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                             (Dollars in thousands)


      As discussed in Note 14 to the consolidated financial statements,
subsequent to the issuance of the Company's financial statements as of and for
the year ended December 31, 1999, management determined that the cable systems
swap consummated on April 1, 1998 between Time Warner Entertainment and the
Company, originally accounted for as an exchange of similar productive assets in
accordance with Accounting Principles Board Opinion No. 29, "Accounting for
Non-Monetary Transactions," should have been recorded as a business combination
in accordance with Accounting Principles Board Opinion No. 16. "Business
Combinations." The accompanying MD&A has been revised to reflect the effects of
the restatement of the consolidated financial statements as of December 31, 1998
and 1999 and for the nine months ended December 31, 1998 and the year ended
December 31, 1999.


    Introduction

      During the year ended December 31, 1999, the Company completed the
acquisition of the Olympus partnership interests held by FPL Group, Inc., and
the acquisitions of FrontierVision Partners, L.P., Century Communications Corp.
and Harron Communications Corp. (collectively, the "Acquisitions"). The
Acquisitions were all completed on October 1, 1999 and were accounted for under
the purchase method of accounting. Accordingly, the financial results of the
Acquisitions have been included in the results of Adelphia effective from
October 1, 1999. The Company had additional acquisitions during the year ended
December 31, 1999 which are disclosed in Note 1 to the Adelphia consolidated
financial statements that are included in Adelphia's results of operations
effective from the dates acquired. In addition, during the year ended December
31, 1999, the Company entered into several financing transactions, the proceeds
of which were partially used to fund one or more of the Acquisitions or for
other general corporate purposes.

      Please refer to the discussion of the Private Securities Litigation Reform
Act of 1995, which is incorporated herein by reference to Item 1,
"Business-Introduction".

    Results of Operations

General

      On March 30, 1999, the Board of Directors of Adelphia changed its fiscal
year from March 31 to December 31. The decision was made to conform to general
industry practice and for administrative purposes. The change became effective
for the nine months ended December 31, 1998. Management's discussion and
analysis of financial condition and results of operations compares the twelve
months ended December 31, 1998 and 1999 and the nine months ended December 31,
1997 and 1998.

      Adelphia earned substantially all of its revenues in the year ended March
31, 1998, the nine months ended December 31, 1998 and the year ended December
31, 1999 from monthly subscriber fees for basic, satellite, premium and
ancillary services (such as installations and equipment rentals), local and
national advertising sales, pay-per-view programming, high speed data services
and CLEC telecommunications services.

      The changes in Adelphia's results of operations for the nine months ended
December 31, 1998 and the year ended December 31, 1999, compared to the
respective prior periods, were primarily the result of acquisitions, expanding
existing cable television operations and the impact of increased advertising
sales and other service offerings as well as increases in cable rates, effective
October 1, 1998, January 1, 1999 and August 1, 1999.

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

      Adelphia Business Solutions, together with its subsidiaries, operates
certain wholly owned CLEC telecommunications systems and owns certain
investments in CLEC joint ventures and manages those ventures. Adelphia Business
Solutions is an unrestricted subsidiary for purposes of the Company's
indentures.
<PAGE>


      The information below for the year ended March 31, 1998, the nine months
ended December 31, 1998 and the year ended December 31, 1999 is derived from
Adelphia's consolidated financial statements that are included in this Annual
Report on Form 10-K/A-2. Information for the nine months ended December 31, 1997
and the twelve months ended December 31, 1998 is derived from unaudited
condensed consolidated financial statements of the Company not included herein;
however, in the opinion of management, such data reflect all adjustments
(consisting only of normal and recurring adjustments) necessary to fairly
present the data for such periods.


      This table sets forth the percentage relationship to revenues of the
components of operating income contained in such financial statements for the
periods indicated.
<TABLE>
<CAPTION>

                                                                    Percentage of Revenues

                                                                     Nine Months
                                                        Year Ended      Ended            Year Ended
                                                         March 31,   December 31,        December 31,
                                                           1998          1998          1998         1999
                                                      ------------ -------------  -----------  -----------
<S>                                                   <C>           <C>           <C>          <C>

         Revenues                                       100.0%        100.0%        100.0%       100.0%

         Operating Expenses:
              Direct operating and programming           31.9%         33.9%         33.8%        33.6%
              Selling, general and administrative        18.2%         21.6%         21.1%        26.4%
              Depreciation and amortization              27.6%         28.4%         28.8%        28.8%
              Merger and integration costs                 --            --            --          0.4%
                                                      ------------  ------------  -----------  -----------
         Operating Income                                22.3%         16.1%         16.3%        10.8%
                                                      ============  ============  ===========  ===========
</TABLE>


      The information below separately discusses the operating results of
Adelphia's two operating segments: Cable and Other Segment and CLEC Segment.

Cable and Other Segment

      Comparison of the Years Ended December 31, 1998 and 1999

      Revenues.  The primary  revenue  sources  reflected as a  percentage  of
total  revenues for the cable and other  segment were as follows:
<TABLE>
<CAPTION>

                                                                                         Year Ended
                                                                                        December 31,
                                                                                     1998          1999
                                                                                 ------------  ------------
<S>                                                                              <C>           <C>
             Regulated service and equipment                                         79%           79%
             Premium programming                                                     10%           10%
             Advertising sales and other services                                    11%           11%
</TABLE>

      Revenues increased approximately 91.6% for the year ended December 31,
1999 compared with the prior year. The increase is attributable to the
following:

<TABLE>
<CAPTION>

                                                                                             Year Ended
                                                                                            December 31,
                                                                                                1999
                                                                                          ----------------
<S>                                                                                        <C>
             Acquisitions                                                                        91%
             Basic subscriber growth                                                              2%
             Rate increases                                                                      12%
             Premium programming                                                                 (8%)
             Advertising sales and other services                                                 3%
</TABLE>

<PAGE>

      Effective August 1, 1999, certain rate increases related to regulated
cable services were implemented in substantially all of the Company's systems.
Advertising revenues and revenues derived from other strategic service offerings
such as paging, high-speed data and long distance services also had a positive
impact on revenues for the year ended December 31, 1999. The Company expects to
implement rate increases related to certain regulated cable services in
substantially all of the Company's systems during 2000.

      Direct Operating and Programming Expenses. Direct operating and
programming expenses, which are mainly basic and premium programming costs and
technical expenses, increased 94.8% for the year ended December 31, 1999
compared with the prior year. Acquisitions accounted for 91.0% of the increase
in 1999. The remaining increase was due primarily to increased programming
costs, incremental costs associated with increased subscribers and new services.

      Selling, General and Administrative Expenses. These expenses, which are
mainly comprised of costs related to system offices, customer service
representatives and sales and administrative employees, increased 114.4% for the
year ended December 31, 1999 compared with prior year. Acquisitions accounted
for 77.8% of the increase in 1999. The remaining increase was due primarily to
subscriber growth, new services, and an increase in administrative employees due
to the recently completed acquisitions.


      Depreciation and Amortization. Depreciation and amortization for the cable
and other segment increased 103.4% for the year ended December 31, 1999,
compared with the prior year. Acquisitions accounted for 84.3% of the increase
in 1999. The remaining increase was due primarily to increased capital
expenditures made during the past several years.


      Priority Investment Income. Priority investment income is comprised of
payments received from Olympus of accrued priority return on the Company's
investment in 16.5% preferred limited partner ("PLP") interests in Olympus prior
to the consolidation of Olympus effective October 1, 1999.

      Interest Expense - net. Interest expense - net increased 50.4% for the
year ended December 31, 1999, compared with the prior year. Acquisitions
accounted for 114.7% of the increase in 1999. This increase was partially offset
by paying down debt for a portion of the year due to financing transactions and
increased interest income.

      Equity in Loss of Joint Ventures. The equity in loss of joint ventures
represents primarily (i) the Company's pro-rata share of Olympus' losses and the
accretion requirements of Olympus' PLP interests prior to the consolidation of
Olympus, and (ii) Adelphia Business Solutions' pro-rata share of its less than
majority owned partnerships' operating losses. Equity in loss of joint ventures
decreased in 1999 as compared to 1998, primarily due to the consolidation of
Olympus.

      Minority Interest in Net Losses of Subsidiaries. Minority interest in net
losses of subsidiaries increased 50.2% for the year ended December 31, 1999
compared with the prior year. Acquisitions accounted for 45.4% of the increase
in 1999. The remaining increase was primarily due to increased net losses of
Adelphia Business Solutions attributable to minority interests.


      Gain on Cable Systems Swap. On April 1, 1998, Adelphia swapped certain of
its cable systems for certain cable systems owned by Time Warner Entertainment.
As a result of this transaction, a gain of $21,455 was recognized and property,
plant and equipment and intangibles were adjusted by a net amount of $21,455.
There were no such cable system swaps for the year ended December 31, 1999.


      Extraordinary Loss on Early Retirement of Debt. During the year ended
December 31, 1999, Adelphia redeemed $154,500 of its 9 1/2% Senior Pay-in-Kind
due 2004 at 103.56% of principal, $125,000 of its 11 7/8% Senior Debentures at
104.50% of principal and repaid certain institutional indebtedness. As a result
of these transactions, Adelphia recognized an extraordinary loss on retirement
of debt, net of income tax benefit, of $10,658 for the year ended December 31,
1999.


<PAGE>



      Comparison of the Nine Months Ended December 31, 1997 and 1998

      Revenues.  The primary revenue sources reflected as a percentage of total
revenues for the cable and other segment were as follows:
<TABLE>
<CAPTION>

                                                                             Nine Months Ended
                                                                                December 31,
                                                                         ------------------------
                                                                             1997        1998
                                                                         ------------ -----------
<S>                                                                       <C>         <C>
                    Regulated service and equipment fees                     78%         79%
                    Premium programming fees                                 12%         10%
                    Advertising sales and other services                     10%         11%
</TABLE>

      Revenues increased approximately 21.0% for the nine months ended December
31, 1998 compared with the same period of the prior year. The increase is
attributable to the following:

<TABLE>
<CAPTION>

                                                                                   Nine Months
                                                                                      Ended
                                                                                   December 31,
                                                                                      1998
                                                                                  -------------
<S>                                                                               <C>
                    Acquisitions                                                       65%
                    Basic subscriber growth                                             5%
                    Rate increases                                                     27%
                    Premium programming                                                (7%)
                    Advertising sales and other services                               10%

</TABLE>

      Effective August 1, 1998, certain rate increases related to regulated
cable services were implemented in substantially all of the Company's Systems.
Advertising revenues and revenues derived from other strategic service offerings
such as paging, high speed data services and long distance services also had a
positive impact on revenues for the nine months ended December 31, 1998.

      Direct Operating and Programming Expenses. Direct operating and
programming expenses, which are mainly basic and premium programming costs and
technical expenses, increased 27.9% for the nine months ended December 31, 1998,
compared with the same period of the prior year. The increase was primarily due
to increased operating expenses from acquired systems, increased programming
costs and incremental costs associated with increased subscribers.

      Selling, General and Administrative Expenses. These expenses, which are
mainly comprised of costs related to system offices, customer service
representatives, and sales and administrative employees, increased 17.9% for the
nine months ended December 31, 1998, compared with the same period of the prior
year. The increase was primarily due to incremental costs associated with
acquisitions and subscriber growth.


      Depreciation and Amortization. Depreciation and amortization increased
17.2% for the nine month period ended December 31, 1998, compared with the same
period of the prior year. The increase is primarily due to increased
depreciation and amortization related to acquisitions, as well as increased
capital expenditures made during the past several years.


      Priority Investment Income. Priority investment income is comprised of
payments received from Olympus of accrued priority return on the Company's
investment in 16.5% PLP interests in Olympus.

      Interest Expense - net. Interest expense - net increased approximately
0.7% for the nine months ended December 31, 1998, compared with the same period
of the prior year. This increase is primarily due to incremental debt related to
acquisitions. These increases were partially offset by (i) utilization of the
proceeds from the convertible preferred stock and the redeemable preferred stock
offerings to repay outstanding debt, (ii) the refinancing of outstanding
borrowings and (iii) interest income on cash balances.
<PAGE>

      Equity in Loss of Joint Ventures. The equity in loss of joint ventures
represents primarily (i) the Company's pro rata share of Olympus' losses and the
accretion requirements of Olympus' PLP interests, and (ii) Adelphia Business
Solutions' pro rata share of its less than majority owned partnerships'
operating losses.


      Gain on Cable Systems Swap. On April 1, 1998, Adelphia swapped certain of
its cable systems for certain cable systems owned by Time Warner Entertainment.
As a result of this transaction, a gain of $21,455 was recognized and property,
plant and equipment and intangibles were adjusted by a net amount of $21,455.
There were no such cable system swaps for the nine months ended December 31,
1997.


      Extraordinary Loss on Early Retirement of Debt.  During the nine months
ended December 31, 1998, $69,838 of 12 1/2% Senior Notes due 2002 were redeemed
at 103% of principal and subsidiary debt in the amount of $52,000 was repaid
prior to its maturity at a premium. As a result of these transactions, Adelphia
recognized an extraordinary loss on early retirement of debt of $4,574.


<PAGE>



CLEC Segment

      Comparison of the Years Ended December 31, 1998 and 1999

      Revenues.  Revenues  increased 290% to $154,600 for the year ended
December 31, 1999, from $39,600 in the prior year.
<TABLE>
<CAPTION>

                 The increase is attributable to the following:
<S>                                                                            <C>
                 Growth in Original Markets                                    $    75,978
                 Acquisition of local partner interests                             27,955
                 New markets                                                         9,798
                 Management fees                                                     1,247
</TABLE>

      The primary sources of revenues, reflected as a percentage of total
revenue were as follows:

<TABLE>
<CAPTION>

                                                                             Year Ended
                                                                            December 31,
                                                                         1998          1999
                                                                    -------------- ------------

<S>                                                                  <C>            <C>
                Local service                                               53.0%        69.1%
                Dedicated access                                            37.5         21.1
                Management fees                                              9.3          3.2
                Enhanced services                                             --          3.1
                Long distance                                                0.1          1.1
                Other                                                        0.1          2.3
</TABLE>

      Network  Operations  Expense.  Network  operations  expense  increased
175% to $58,500 for the year ended December 31, 1999, from $21,300 in the year.
<TABLE>
<CAPTION>

                 The increase is attributable to the following:
<S>                                                                            <C>
                 Growth in Original Markets                                    $        17,270
                 Acquisition of local partner interests                                  8,381
                 New markets                                                            10,888
                 Network control center                                                    701
</TABLE>

      The increased number and size of the operations of the networks resulted
in increased employee related costs, equipment maintenance costs and expansion
costs.

      Selling, General and Administrative Expense. Selling, general and
administrative expense increased 251% to $142,600 for the year ended December
31, 1999, from $40,600 in the prior year.

<TABLE>
<CAPTION>

                  The increase is attributable to the following:
<S>                                                                             <C>
                  Growth in Original Markets                                    $       28,406
                  Acquisition of local partner interests                                12,242
                  New markets                                                           42,609
                  Sales and marketing activities                                         6,865
                  Corporate overhead charges                                            11,830
</TABLE>

      Depreciation and Amortization Expense. Depreciation and amortization
expense increased 110% to $65,200 during the year ended December 31, 1999, from
$31,100 in the prior year, primarily as a result of increased depreciation
resulting from the higher depreciable asset base at the NOCC and the networks,
amortization of deferred financing costs and the acquisition of local partner
interests.

<PAGE>

      Interest Expense - net. Interest expense - net increased 63% to $45,900
for the year ended December 31, 1999, from $28,100 in the prior year as a result
of the issuance of the 12% Senior Subordinated Notes due 2007 discussed
previously partially offset by an increase in the amount of interest capitalized
on projects under construction in 1999.

      Equity in Net Loss of Joint Ventures. Equity in net loss of joint ventures
decreased by 41% to $7,800 for the year ended December 31, 1999, from $13,300 in
the prior year as a result of the consolidation of several joint ventures
resulting from the purchase of the local partners' interests, and to the
maturing of the remaining joint venture networks. The decreased net losses of
the joint ventures were primarily the result of increased revenues only
partially offsetting startup and other costs and expenses associated with
design, construction, operation and management of the networks.

      The number of non-consolidated joint venture networks paying management
fees to Adelphia Business Solutions decreased from eight at December 31, 1998 to
four at December 31, 1999. These networks paid management and monitoring fees to
Adelphia Business Solutions, which are included in revenues, aggregating
approximately $4,900 for the twelve months ended December 31, 1999, an increase
of approximately $1,200 over the prior twelve-month period. The non-consolidated
networks' net losses, including networks under construction, for the twelve
months ended December 31, 1998 and 1999 aggregated approximately $28,400 and
$15,200 respectively.

      Preferred Stock Dividends. Preferred stock dividends increased 14% to
$32,200 during the year ended December 31, 1999 from $28,200 during the prior
year. The increase was due to a higher outstanding preferred stock base
resulting from the payment of dividends in additional shares of preferred stock.

      Comparison of the Nine Months Ended December 31, 1997 and 1998

      Revenues. Revenues increased 300% to $34,800 for the nine months ended
December 31, 1998, from $8,700 for the same period in the prior year. Growth in
revenues of $26,100 resulted from an increase in revenues from majority and
wholly-owned networks of approximately $27,200 as compared to the same period in
the prior fiscal year due to the continued expansion of Adelphia Business
Solutions' customer base, its success in the roll out of switched services and
the consolidation of the Buffalo, Syracuse, New Jersey, Louisville, Lexington
and Harrisburg networks. Management fees from non-consolidated subsidiaries
decreased $1,100 as compared to the same period in the prior fiscal year
primarily due to the consolidation of the above mentioned networks.

      Network Operations Expense. Network operations expense increased 255% to
$18,700 for the nine months ended December 31, 1998 from $5,300 for the same
period in the prior year. The increase was attributable to the expansion of
operations at the NOCC, and the increased number and size of the operations of
the networks which resulted in increased employee related costs and equipment
maintenance costs and the consolidation of the Buffalo, Syracuse, New Jersey,
Louisville, Lexington and Harrisburg networks.

      Selling, General and Administrative Expense. Selling, general and
administrative expense increased 288% to $35,300 for the nine months ended
December 31, 1998 from $9,100 for the same period in the prior year. The
increase was due primarily to increased expense associated with the network
expansion plan, an increase in the sales force in the Original Markets and an
increase in corporate overhead costs to accommodate the growth in the number,
size and operations of networks managed and monitored by Adelphia Business
Solutions, as well as the consolidation of the Buffalo, Syracuse, New Jersey,
Louisville, Lexington and Harrisburg networks.

      Depreciation and Amortization Expense. Depreciation and amortization
expense increased 280% to $26,700 during the nine months ended December 31, 1998
from $7,100 for the same period in the prior year primarily as a result of
increased amortization of deferred financing costs and increased depreciation
resulting from the higher depreciable asset base at the NOCC and the majority
and wholly owned networks and the consolidation of the Buffalo, Syracuse, New
Jersey, Louisville, Lexington and Harrisburg networks.


      Interest Expense - net. Interest expense - net decreased 29% to $20,000
during the nine months ended December 31, 1998 from $28,200 for the same period
in the prior year. The decrease was attributable to interest income related to
increased cash and cash equivalents and U.S. Government Securities related to
proceeds of various offerings, partially offset by interest on the 12 1/4%
Senior Secured Notes.


<PAGE>

      Equity in Net Loss of Joint Ventures. Equity in net loss of joint ventures
increased to $9,600 during the nine months ended December 31, 1998 from $9,300
for the same period in the prior fiscal year. The net losses of the
nonconsolidated networks for the nine months ended December 31, 1998 were
primarily the result of increased revenues only partially offsetting startup and
other costs and expenses associated with design, construction, operation and
management of the networks and the effect of the typical lag time between the
incurrence of such costs and expenses and the subsequent generation of revenues
by a network. The increase was partially offset by the consolidation of the
Buffalo, Syracuse, New Jersey, Louisville, Lexington and Harrisburg networks for
the current period.

      The number of non-consolidated networks paying management fees to Adelphia
Business Solutions was eight at December 31, 1998. These networks and networks
under construction paid management and monitoring fees to Adelphia Business
Solutions, which are included in revenues, aggregating approximately $2,700 for
the nine months ended December 31, 1998, as compared with $3,800 for the same
period in the prior fiscal year. The non-consolidated networks' net losses,
including networks under construction, for the nine months ended December 31,
1997 and 1998 aggregated approximately $13,700 and $22,300, respectively.

      Preferred Stock Dividends. Preferred stock dividends increased by 271% to
$21,500 for the nine months ended December 31, 1998 from $5,800 for the same
period in the prior fiscal year. The increase is due to the preferred stock
which was issued in October 1997.

Liquidity and Capital Resources


      Cable television and other telecommunications businesses are capital
intensive and typically require continual financing for the construction,
modernization, maintenance, expansion and acquisition of cable and other
telecommunications systems. During the nine months ended December 31, 1997 and
1998 and the years ended December 31, 1998 and 1999, the Company committed
substantial capital resources for these purposes and for investments in Olympus
and other affiliates and entities. These expenditures were funded through the
sale of common and preferred stock, long-term borrowings and internally
generated funds. The Company's ability to generate cash to meet its future needs
will depend generally on its results of operations and the continued
availability of external financing.


      For information regarding significant events and financings subsequent to
December 31, 1999, see Note 13 to Adelphia's Consolidated Financial Statements.

      For the year ended December 31, 1998 and 1999, cash provided by operating
activities totaled $145,592 and $332,139, respectively; cash used for investing
activities totaled $1,155,245 and $3,522,222, respectively and cash provided by
financing activities totaled $1,029,894 and $2,978,313, respectively. The
Company's aggregate outstanding borrowings as of December 31, 1999 were
$9,291,732. The Company also had total redeemable preferred stock of $409,211
outstanding as of December 31, 1999.

      For the nine months ended December 31, 1997 and 1998, cash provided by
operating activities totaled $62,038 and $138,360, respectively; cash used for
investing activities totaled $423,965 and $1,015,690, respectively and cash
provided by financing activities totaled $681,791 and $999,079, respectively.
The Company's aggregate outstanding borrowings as of December 31, 1998 were
$3,527,452. The Company also had total redeemable preferred stock of $376,865
outstanding as of December 31, 1998.

Capital Expenditures

    Cable and Other Segment

       Capital expenditures for the years ended December 31, 1998 and 1999 were
$141,276 and $365,991, respectively. This increase was primarily due to
acquisitions and cable plant rebuilds and upgrades to expand services. The
Company expects that capital expenditures for the Cable and Other Segment for
the year ending December 31, 2000 will be in a range of approximately $700,000
to $800,000.

       Capital expenditures for the nine months ended December 31, 1997 and 1998
were $82,726 and $109,045, respectively. The increase in capital expenditures
for the nine months ended December 31, 1998, compared to the nine months ended
December 31, 1997, was primarily due to acquisitions and cable plant rebuilds
and upgrades to expand services.
<PAGE>

    CLEC Segment

      Capital expenditures for the years ended December 31, 1998 and 1999 were
$180,547 and $453,206, respectively. This increase was primarily due to
expenditures necessary to develop the Original Markets and the new markets, as
well as the fiber purchases to interconnect the networks. Adelphia Business
Solutions estimates that a total of approximately $500,000 will be required to
fund Adelphia Business Solutions capital expenditures, working capital
requirements, operating losses and pro rata investments in the joint ventures
for the year ending December 31, 2000.

      Capital expenditures for Adelphia Business Solutions for the nine months
ended December 31, 1997 and 1998 were $34,834 and $146,752, respectively. The
increase in capital expenditures for the nine months ended December 31, 1998,
compared to the nine months ended December 31, 1997, was primarily due to
expenditures necessary to develop the original markets and the new markets and
Adelphia Business Solutions' introduction of switching services.

Financing Activities

      The Company's financing strategy has been to maintain its public long-term
debt at the parent holding company level while the Company's consolidated
subsidiaries have their own senior and subordinated credit arrangements with
banks and insurance companies, or for Adelphia Business Solutions, its own
public debt and equity. As a result of the Acquisitions, Adelphia has four other
wholly owned subsidiaries with public long-term debt: Olympus, Arahova,
FrontierVision Holdings, L.P. and FrontierVision Operating Partners, L.P. The
Company's ability to generate cash adequate to meet its future needs will depend
generally on its results of operations and the continued availability of
external financing. During the year ended March 31, 1998, the nine months ended
December 31, 1998 and the year ended December 31, 1999, the Company generally
funded its acquisitions, working capital requirements, capital expenditures, and
investments in Olympus, CLEC joint ventures and other affiliates and entities
through long-term borrowings primarily from banks, short-term borrowings,
internally generated funds and the issuance of public debt or equity. The
Company generally has funded the principal and interest obligations on its
long-term borrowings from banks and insurance companies by refinancing the
principal with new loans or through the issuance of parent and subsidiary
company debt securities, and by paying the interest out of internally generated
funds. Adelphia has generally funded the interest obligations on its public
borrowings from internally generated funds.

      Most of Adelphia's wholly or majority-owned subsidiaries have their own
senior credit agreements with banks and/or insurance companies. Typically,
borrowings under these agreements are collateralized by the stock and, in some
cases, by the assets of the borrowing subsidiary and its subsidiaries and, in
some cases, are guaranteed by such subsidiary's subsidiaries. At December 31,
1999, an aggregate of $3,088,477 in borrowings was outstanding under these
agreements. These agreements contain certain provisions which, among other
things, provide for limitations on borrowings of and investments by the
borrowing subsidiaries, transactions between the borrowing subsidiaries and
Adelphia and its other subsidiaries and affiliates, and the payment of dividends
and fees by the borrowing subsidiaries. Several of these agreements also contain
certain cross-default provisions relating to Adelphia or other subsidiaries.
These agreements also require the maintenance of certain financial ratios by the
borrowing subsidiaries. See Note 3 to the Adelphia Communications Corporation
consolidated financial statements. Management believes the Company is in
compliance with the financial covenants and related financial ratio requirements
contained in its various credit agreements.

      At December 31, 1999, Adelphia's subsidiaries had an aggregate of
$1,456,620 in unused credit lines with banks, part of which is subject to
achieving certain levels of operating performance. In addition, the Company had
an aggregate $186,874 in cash and cash equivalents at December 31, 1999 which
combined with the Company's unused credit lines with banks aggregated to
$1,643,494. Based upon the results of operations of subsidiaries for the quarter
ended December 31, 1999, approximately $1,262,472 of available assets could have
been transferred to Adelphia at December 31, 1999, under the most restrictive
covenants of the subsidiaries' credit agreements. In addition, subsequent to
December 31, 1999, certain subsidiaries and affiliates of Adelphia have received
commitments and subscriptions for a new $2,500,000 bank credit facility. This
bank credit facility will consist of both reducing revolving credit portion and
a term loan portion and is expected to close in April 2000. The subsidiaries
also have the ability to sell, dividend or distribute certain assets to other
subsidiaries or Adelphia, which would have the net effect of increasing
availability. At December 31, 1999, the Company's unused credit lines were
provided by reducing revolving credit facilities whose revolver periods expire
through December 31, 2007. The Company's scheduled maturities of debt are
currently $390,746 for the year ending December 31, 2000.
<PAGE>

      At December 31, 1999, the Company's total outstanding debt aggregated
$9,291,732, which included $2,777,919 of parent debt and $6,513,813 of
subsidiary debt. Bank debt interest rates are based upon one or more of the
following rates at the option of Adelphia: prime rate plus 0% to 1.5%;
certificate of deposit rate plus 1.25% to 2.75%; or LIBOR plus .625% to 2.5%.
The Company's weighted average interest rate on notes payable to banks and
institutions was approximately 7.89% at December 31, 1998, compared to 7.72% at
December 31, 1999. At December 31, 1999, approximately 26.2% of subsidiary debt
with banks and institutions was subject to fixed interest rates for at least one
year under the terms of such debt or applicable interest rate swap, cap and
collar agreements. Approximately 75.0% of the Company's total indebtedness was
at fixed interest rates as of December 31, 1999 after giving effect to certain
interest rate swaps and caps.

      Adelphia has entered into interest rate swap, cap and collar agreements
with banks and affiliates to reduce the impact of changes in interest rates on
its debt. Adelphia enters into pay-fixed agreements to effectively convert a
portion of its variable-rate debt to fixed-rate debt. Adelphia enters into
receive-fixed agreements to effectively convert a portion of its fixed-rate debt
to variable-rate debt which is indexed to LIBOR. Interest rate cap and collar
agreements are used to reduce the impact of increases in interest rates on
variable rate debt. Adelphia is exposed to market risk in the event of
nonperformance by the banks and the affiliates. The Company does not expect any
such nonperformance. At December 31, 1999, Adelphia would have received
approximately $6,603 to settle its interest rate swap, cap and collar
agreements, representing the excess of fair market value over carrying value of
these agreements.

Financing Transactions

    Adelphia, Excluding Adelphia Business Solutions (Cable and Other Segment)

      During the nine months ended December 31, 1998, Adelphia issued a total of
$300,000 of Senior Notes.

      Also, during the nine months ended December 31, 1998, Adelphia issued
8,190,315 shares of Class A common stock to the public and to the Rigas family
(principal shareholders and executive officers of Adelphia). Of this total,
4,100,000 shares were sold to the public. The remaining 4,090,315 shares were
sold to entities controlled by the Rigas family. In a related transaction on
September 14, 1998, the Company issued and sold 615,000 shares of Class A common
stock pursuant to the underwriters' over-allotment option. Net proceeds to the
Company for these transactions was approximately $268,000.

      Proceeds from the sale of the Senior Notes and the Class A common stock
were used to repay subsidiaries' senior notes and revolving credit facility
borrowings.

      On May 15, 1998, Adelphia redeemed the remaining $69,838 of the 12 1/2%
Senior Notes due 2002 at 103% of principal.

      During the nine months ended December 31, 1998, Adelphia redeemed $137,200
aggregate principal amount of subsidiary notes to banks and institutions. As a
result of these transactions, Adelphia recognized an extraordinary loss on early
retirement of debt of $1,970.

      During the nine months ended December 31, 1998, a majority owned
subsidiary closed on a $700,000, 8 1/2 year credit facility. The credit facility
consists of a $350,000 reducing revolving credit portion and a $350,000 term
loan portion. Proceeds from initial borrowings were used to repay existing
indebtedness.

      During the year ended December 31, 1999, Adelphia issued a total of
$1,250,000 of Senior Notes.

      During the year ended December 31, 1999, Adelphia issued 22,600,000 shares
of Class A common stock for cash to the public and the Rigas family. Of this
total, 18,600,000 shares were sold to the public. The remaining 4,000,000 shares
were sold to entities controlled by the Rigas family. Net proceeds from these
transactions to the Company were approximately $1,188,000.

      Also, during the year ended December 31, 1999, Adelphia sold an aggregate
2,875,000 shares of 5 1/2% Series D convertible preferred stock with a
liquidation preference of $200 per share. The preferred stock accrues dividends
at $11 per share annually and is convertible at $81.45 per share into an
aggregate of 7,059,546 shares of Class A common stock of Adelphia. The preferred
stock is redeemable at the option of Adelphia on or after May 1, 2002 at 103% of

<PAGE>

the liquidation preference. Net proceeds to the Company for this transaction
were approximately $557,000.

      On April 9, 1999 and October 1, 1999, Adelphia entered into stock purchase
agreements with Highland Holdings, a general partnership controlled by the Rigas
Family, pursuant to which Adelphia agreed to sell to Highland Holdings and
Highland Holdings agreed to purchase $375,000 and $137,500, of Adelphia's Class
B common stock, respectively. Closing under the April 9, 1999 agreement occurred
on January 21, 2000. The October 1, 1999 agreement is expected to close by July
2, 2000.

      Proceeds from the sale of the Senior Notes, the Class A common stock and
the convertible preferred stock were used to repay subsidiaries' revolving
credit facilities of which a portion was reborrowed to fund the Acquisitions
which closed on October 1, 1999.

      On January 29, 1999, Adelphia purchased from Telesat shares of Adelphia's
stock, owned by Telesat, for a price of $149,213. In the transaction, Adelphia
purchased 1,091,524 shares of Class A common stock and 20,000 shares of Series C
Cumulative convertible preferred stock which are convertible into an additional
2,358,490 shares of Class A common stock. These shares represent 3,450,014
shares of Class A common stock on a fully converted basis.

      On February 16, 1999, Adelphia redeemed $154,500 of its 9 1/2% Senior
Pay-In-Kind Notes due 2004 at 103.56% of principal. As a result of this
transaction, Adelphia recognized an extraordinary loss on early retirement of
debt of $6,676.

      On May 6, 1999, certain subsidiaries and affiliates of Adelphia closed on
an $850,000 credit facility. The credit facility consists of a $600,000, 8 1/2
year reducing revolving credit loan and a $250,000, 9 year term loan. Proceeds
from initial borrowings were held as cash and used to repay existing
indebtedness, which may be reborrowed and used for acquisitions, capital
expenditures, investments, and other general corporate purposes.

      On December 15, 1999, Adelphia redeemed the entire $125,000 of its 11 7/8%
Senior Debentures due 2004 at 104.5% of principal amount plus accrued interest.
As a result of this transaction, Adelphia recognized an extraordinary loss on
early retirement of debt of $7,302.

      Also, on December 7, 1999, a majority-owned joint venture of Adelphia
closed on a $1,000,000 credit facility. The credit facility consists of a
$500,000, 8 year reducing revolving credit loan and a $500,000, 8 year term
loan. Proceeds from the initial borrowings were used to pay existing
indebtedness.

    Adelphia Business Solutions (CLEC Segment)

      During the nine months ended December 31, 1998, Adelphia Business
Solutions successfully completed an IPO of Adelphia Business Solutions Class A
common stock ("ABIZ Stock"). As part of the offering, Adelphia purchased an
incremental 3,324,001 shares of ABIZ Stock for $49,900 and converted
indebtedness owed to the Company by Adelphia Business Solutions into 3,642,666
shares of ABIZ Stock. In addition, Adelphia purchased warrants issued by
Adelphia Business Solutions to MCI Metro Access Transmission Services, Inc., and
purchased shares of Adelphia Business Solutions Class B common stock from
certain executive officers of Adelphia Business Solutions for a total purchase
price of approximately $12,580 and $3,000, respectively. Additional net proceeds
of $191,411 to Adelphia Business Solutions were received as a result of the sale
of 12,500,000 shares of ABIZ Stock to the public. In a related transaction on
June 5, 1998, Adelphia Business Solutions issued and sold 350,000 shares of ABIZ
Stock at the $16.00 IPO price pursuant to the underwriters' over allotment
option in the IPO. As a result of the IPO, Adelphia's additional paid-in capital
increased approximately $147,000 and minority interests increased approximately
$45,000. Net proceeds from this transaction have been used primarily to fund
capital expenditures, working capital, increases in ownership interests in
existing networks and for general corporate purposes.

      On March 2, 1999 Adelphia Business Solutions issued $300,000 of 12% Senior
Subordinated Notes due 2007 (the "Subordinated Notes"). An entity controlled by
members of the Rigas family purchased $100,000 of the Subordinated Notes
directly from Adelphia Business Solutions at a price equal to the aggregate
principal amount less the discount to the initial purchasers. The net proceeds
of approximately $295,000 were used to fund Adelphia Business Solutions'
acquisition of interests held by local partners in certain of its markets and
were used to fund capital expenditures and investments in its networks and for
general corporate and working capital purposes.

      During November 1999, Adelphia Business Solutions issued and sold
8,750,000 shares of ABIZ Stock at a price to the public of $30.00 per share,

<PAGE>

prior to the exercise of any underwriters' over-allotment option.
Simultaneously, Adelphia purchased 5,181,350 shares of Adelphia Business
Solutions Class B Common Stock at a price equal to the public offering price
less the underwriting discount in the public offering. These transactions raised
approximately $403,000 of net proceeds to continue the expansion of Adelphia
Business Solutions' existing markets and to build new markets. At December 31,
1999, Adelphia owned approximately 60% of the Adelphia Business Solutions'
outstanding common stock and approximately 90% of the total voting power. As a
result of this offering, Adelphia's additional paid-in-capital increased
approximately $109,015 and minority interests increased approximately $144,000.

      For additional information regarding Adelphia's and Adelphia Business
Solutions' financing transactions, see Notes 3, 4 and 6 to Adelphia's
Consolidated Financial Statements.

Acquisitions

    Adelphia, excluding Adelphia Business Solutions (Cable and Other Segment)

      On January 21, 1999, Adelphia acquired Verto Communications, Inc.
("Verto") pursuant to a merger agreement between Adelphia, Verto and Verto's
shareholders. These systems served approximately 56,000 subscribers in the
greater Scranton, PA area at the date of acquisition. In connection with the
Verto acquisition, Adelphia issued 2,561,024 shares of its Class A common stock
to the former owners of Verto and assumed approximately $35,000 of net
liabilities of Verto. The acquisition was accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
are included in the consolidated results of Adelphia effective from the date
acquired.

      On October 1, 1999, the redemption of the  partnership interests in
Olympus held by Telesat Cablevision, Inc., a subsidiary of FPL Group, Inc. was
completed. The redemption was made in exchange for non cash assets of Olympus of
approximately $100,000.

      On October 1, 1999, Adelphia acquired Century through a merger whereby
Century was merged with and into a wholly owned subsidiary of Adelphia, Arahova,
pursuant to an agreement and plan of merger, dated as of March 5, 1999, and as
amended on July 12, 1999 and as further amended on July 29, 1999. In connection
with the closing of the Century acquisition, Adelphia issued approximately
47,800,000 new shares of Adelphia Class A common stock and paid approximately
$811,900 to the stockholders of Century, and assumed approximately $1,700,000 of
debt. This transaction was approved by Century and Adelphia stockholders at
their respective stockholders' meetings on October 1, 1999. As of August 31,
1999, Century had approximately 1,610,000 basic subscribers after giving effect
to Century's pending joint venture with AT&T, which closed on December 7, 1999.
At the effective time of the merger, Adelphia also purchased Citizens Cable
Company's 50% interest in the Citizens/Century Cable Television Joint Venture,
one of Century's 50% owned joint ventures, for a purchase price of approximately
$131,900, comprised of approximately $27,700 in cash, approximately 1,850,000
shares of Adelphia Class A common stock and the assumption of indebtedness. This
joint venture serves approximately 92,300 basic subscribers in California and
was jointly owned by Century and Citizens Cable Company, a subsidiary of
Citizens Utilities Company. Accordingly, the financial results of the acquired
systems are included in the consolidated results of Adelphia effective from the
date acquired.

      On October 1, 1999, Adelphia acquired FrontierVision. As of October 1,
1999, FrontierVision served approximately 710,000 basic subscribers primarily in
Ohio, Kentucky, New England and Virginia. In connection with the acquisition,
Adelphia issued 7,000,000 shares of its Class A common stock, assumed debt of
approximately $1,150,000 and paid cash of approximately $543,300. Accordingly,
the financial results of the acquired systems are included in the consolidated
results of Adelphia effective from the date acquired.

      On October 1, 1999, Adelphia acquired Harron Communications Corp.
("Harron"). As of October 1, 1999, Harron served approximately 296,000 basic
subscribers primarily in Southeastern Pennsylvania, Michigan, Massachusetts and
New Hampshire and were purchased for an aggregate purchase price of
approximately $1,211,704. Accordingly, the financial results of the acquired
systems are included in the consolidated results of Adelphia effective from the
date acquired.

      On December 7, 1999, subsidiaries of Arahova consummated a transaction
with AT&T to form a joint venture limited partnership in the Los Angeles, CA
area. Pursuant to this agreement, the Company, Arahova and AT&T contributed
cable systems that served approximately 800,000 basic subscribers. Arahova and
Adelphia hold a combined interest of 75% and AT&T holds a 25% interest in the
partnership. As part of this transaction, Arahova and AT&T exchanged cable
systems owned by Arahova in certain communities in northern California for

<PAGE>

certain cable systems owned by AT&T in southern California, allowing each of
them to unify operations in existing service areas. AT&T exchanged its East San
Fernando Valley cable system serving approximately 103,500 basic subscribers for
Arahova's northern California cable systems (San Pablo, Benecia, Fairfield and
Rohnert Park, California), which serve approximately 96,500 basic subscribers.
No gain or loss was recognized on this system swap due to the Company's
application of purchase accounting in connection with the Arahova merger.

      In addition to the acquisitions mentioned above, for the year ended
December 31, 1999, Adelphia completed several other acquisitions. These
acquisitions served approximately 136,700 basic subscribers at the date of
acquisition primarily in Ohio, Virginia, Kentucky, Pennsylvania, California and
West Virginia and were purchased for an aggregate price of approximately
$539,200. Accordingly, the financial results of the acquired systems are
included in the consolidated results of Adelphia effective from the date
acquired.

    Adelphia Business Solutions (CLEC Segment)

      During March 1999, Adelphia Business Solutions consummated purchase
agreements with subsidiaries of Multimedia, Inc. and MediaOne of Colorado Inc.
to acquire their respective interests in jointly owned networks located in the
Wichita, KS, Jacksonville, FL and Richmond, VA markets for an aggregate of
approximately $89,800. The agreements increased Adelphia Business Solutions'
ownership interest in each of these networks to 100%. Accordingly, the financial
results of the acquired networks are included in the consolidated results of
Adelphia Business Solutions effective from the date acquired.

      During June 1999, Adelphia Business Solutions consummated a purchase
agreement with Entergy Corporation ("Entergy"), the parent of its local partner
in the Baton Rouge, LA, Little Rock, AR, and Jackson, MS markets, whereby
Entergy received approximately $36,500 for its ownership interests in these
markets. The agreements increased Adelphia Business Solutions' ownership
interest in each of these networks to 100%. Accordingly, the financial results
of the acquired networks are included in the consolidated results of Adelphia
Business Solutions effective from the date acquired.

Resources

      The Company plans to continue to explore and consider new commitments,
arrangements or transactions to refinance existing debt, increase the Company's
liquidity or decrease the Company's leverage. These could include, among other
things, the future issuance by Adelphia, or its subsidiaries, of public or
private equity or debt and the negotiation of new or amended credit facilities.
These could also include entering into acquisitions, joint ventures or other
investment or financing activities, although no assurance can be given that any
such transactions will be consummated. The Company's ability to borrow under
current credit facilities and to enter into refinancings and new financings is
limited by covenants contained in Adelphia's indentures and its subsidiaries'
credit agreements, including covenants under which the ability to incur
indebtedness is in part a function of applicable ratios of total debt to cash
flow.

      The Company believes that cash and cash equivalents, internally generated
funds, borrowings under existing credit facilities, and future financing sources
will be sufficient to meet its short-term and long-term liquidity and capital
requirements. Although in the past the Company has been able to refinance its
indebtedness or obtain new financing, there can be no assurance that the Company
will be able to do so in the future or that the terms of such financings would
be favorable.

      Management believes that the telecommunications industry, including the
cable television and telephone industries, continues to be in a period of
consolidation characterized by mergers, joint ventures, acquisitions, sales of
all or part of cable companies or their assets, and other partnering and
investment transactions of various structures and sizes involving cable or other
telecommunications companies. The Company continues to evaluate new
opportunities that allow for the expansion of its business through the
acquisition of additional cable television systems in geographic proximity to
its existing regional markets or in locations that can serve as a basis for new
market areas. The Company, like other telecommunications companies, has
participated from time to time and is participating in preliminary discussions
with third parties regarding a variety of potential transactions, and the
Company has considered and expects to continue to consider and explore potential
transactions of various types with other cable and telecommunications companies.
However, no assurances can be given as to whether any such transaction may be
consummated or, if so, when.
<PAGE>

Affiliates

      Olympus. On October 1, 1999, the remaining 50% partnership interest in
Olympus was redeemed and Olympus became a consolidated, wholly owned subsidiary
of Adelphia as of that date. Therefore, all intercompany accounts and
transactions have been eliminated subsequent to October 1, 1999. Prior to
October 1, 1999, the Company served as the managing general partner of Olympus
and held $5 of voting general partnership interests representing, in the
aggregate, 50% of the voting interests of Olympus. The Company also held
nonvoting PLP interests in Olympus, which entitled the Company to a 16.5% per
annum priority return. The remaining equity in Olympus consisted of voting and
non-voting partnership interests held by Telesat, which were redeemed on October
1, 1999.

      On January 29, 1999, Adelphia purchased from Telesat shares of Adelphia's
stock owned by Telesat for a price of $149,213. In the transaction, Adelphia
purchased 1,091,524 shares of Class A common stock and 20,000 shares of Series C
Cumulative convertible preferred stock which are convertible into an additional
2,358,490 shares of Class A common stock. These shares represent 3,450,014
shares of Class A common stock on a fully converted basis. Adelphia and Telesat
also agreed to a redemption of Telesat's interests in Olympus for approximately
$100,000. The redemption occurred on October 1, 1999.

      During the year ended March 31, 1998, the nine months ended December 31,
1998 and the nine months ended September 30, 1999, the Company made net
investments in and advances to Olympus totaling $11,466, $222,610 and $350,053,
respectively. The increase in the investments and advances to Olympus for the
nine months ended September 30, 1999 is due primarily to advances used to pay
down subsidiary credit facilities with banks and institutions. During the year
ended March 31, 1998, the nine months ended December 31, 1998, and the nine
months ended September 30, 1999, the Company received priority investment income
from Olympus of $47,765, $36,000 and $36,000, respectively.

      During the year ended March 31, 1998 and the nine months ended December
31, 1998, Olympus acquired several cable and security systems, adding
approximately 128,000 subscribers for approximately $269,900. No significant
acquisitions occurred during the year ended December 31, 1999. For additional
information regarding Olympus acquisitions and financings, see Olympus' Annual
Report on Form 10-K for the year ended December 31, 1999, also filed with the
SEC.

      Managed Partnerships. During the years ended March 31, 1998 and December
31, 1999, the Company made advances in the net amounts of $21,458 and $134,469,
respectively, to these and other related parties, primarily for capital
expenditures and working capital purposes. During the nine months ended December
31, 1998, the Managed Partnerships and other related parties repaid advances in
the net amount of $8,150.

Recent Accounting Pronouncements

      Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. Management of the Company has not completed its evaluation of the
impact of SFAS No. 133 on the Company's consolidated financial statements. In
July 1999, SFAS No. 137 was issued to delay the effective date of SFAS No. 133
to fiscal quarters of fiscal years beginning after June 15, 2000.



Inflation

      In the year ended March 31, 1998, the nine months ended December 31, 1998
and the year ended December 31, 1999, inflation did not have a significant
effect on the Company. Periods of high inflation could have an adverse effect to
the extent that increased borrowing costs for floating-rate debt may not be
offset by increases in subscriber rates. At December 31, 1999, after giving
effect to interest rate hedging agreements, approximately $2,348,470 of the
Company's total debt was subject to floating interest rates.

Regulatory and Competitive Matters

      The cable television operations of the Company may be adversely affected
by changes and developments in governmental regulation, competitive forces and
technology. The cable television industry and the Company are subject to
extensive regulation at the federal, state and local levels. The 1992 Cable Act
significantly expanded the scope of regulation of certain subscriber rates and a

<PAGE>

number of other matters in the cable industry, such as mandatory carriage of
local broadcast stations and retransmission consent, and increased the
administrative costs of complying with such regulations. The FCC has adopted
rate regulations that establish, on a system-by-system basis, maximum allowable
rates for (i) basic and cable programming services (other than programming
offered on a per-channel or per-program basis), based upon a benchmark
methodology, and (ii) associated equipment and installation services based upon
cost plus a reasonable profit. Under the FCC rules, franchising authorities are
authorized to regulate rates for basic services and associated equipment and
installation services, and the FCC will regulate rates for regulated cable
programming services in response to complaints filed with the agency. The 1996
Act ended FCC regulation of cable programming service tier rates on March 31,
1999.

      Rates for basic services are set pursuant to a benchmark formula.
Alternatively, a cable operator may elect to use a cost-of-service methodology
to show that rates for basic services are reasonable. Refunds with interest will
be required to be paid by cable operators who are required to reduce regulated
rates. The FCC has reserved the right to reduce or increase the benchmarks it
has established. The rate regulations also limit increases in regulated rates to
an inflation indexed amount plus increases in certain costs such as taxes,
franchise fees, costs associated with specific franchise requirements and
increased programming costs. Cost-based adjustments to these capped rates can
also be made in the event a cable operator adds or deletes channels or completes
a significant system rebuild or upgrade. Because of the limitation on rate
increases for regulated services, future revenue growth from cable services will
rely to a much greater extent than has been true in the past on increased
revenues from unregulated services and new subscribers than from increases in
previously unregulated rates.

      The FCC has adopted regulations implementing all of the requirements of
the 1992 Cable Act. The FCC is also likely to continue to modify, clarify or
refine the rate regulations. Adelphia cannot predict the effect of the 1996 Act
or future rulemaking proceedings or changes to the rate regulations.

      Cable television companies operate under franchises granted by local
authorities which are subject to renewal and renegotiation from time to time.
Because such franchises are generally non-exclusive, there is a potential for
competition with the systems from other operators of cable television systems,
including public systems operated by municipal franchising authorities
themselves, and from other distribution systems capable of delivering television
programming to homes. The 1992 Cable Act and the 1996 Act contain provisions
which encourage competition from such other sources. The Company cannot predict
the extent to which competition will materialize from other cable television
operators, local telephone companies, other distribution systems for delivering
television programming to the home, or other potential competitors, or, if such
competition materializes, the extent of its effect on the Company.

      The 1996 Act repealed the prohibition on CLECs from providing video
programming directly to customers within their local exchange areas other than
in rural areas or by specific waiver of FCC rules. The 1996 Act also authorized
CLECs to operate "open video systems" ("OVS") without obtaining a local cable
franchise, although CLECs operating such a system can be required to make
payments to local governmental bodies in lieu of cable franchise fees. Where
demand exceeds capacity, up to two-thirds of the channels on an OVS must be
available to programmers unaffiliated with the CLEC. The statute states that the
OVS scheme supplants the FCC's "video dialtone" rules. The FCC has promulgated
rules to implement the OVS concept, and New Jersey Bell Telephone Company has
been granted permission to convert its video dialtone authorization in Dover
Township, New Jersey to an OVS authorization.

      The Company believes that the provision of video programming by telephone
companies in competition with the Company's existing operations could have an
adverse effect on the Company's financial condition and results of operations.
At this time, the impact of any such effect is not known or estimable.

      The Company also competes with DBS service providers. DBS has been
available to consumers since 1994. A single DBS satellite can provide more than
100 channels of programming. DBS service can be received virtually anywhere in
the United States through the installation of a small outdoor antenna. DBS
service is being heavily marketed on a nationwide basis by several service
providers. At this time, any impact of DBS competition on the Company's future
results is not known or estimable.


<PAGE>



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
(Dollars in thousands)

      The Company uses fixed and variable rate debt to fund its working capital
requirements, capital expenditures and acquisitions. These debt arrangements
expose the Company to market risk related to changes in interest rates. The
Company enters into pay-fixed agreements to effectively convert a portion of its
variable-rate debt to fixed-rate debt to reduce the risk of incurring higher
interest costs due to rising interest rates. As of December 31, 1999, the
Company had interest rate swap agreements covering notional principal of
$115,000 that expire through 2008 and that fix the interest rate at an average
of 6.68%. The Company also enters into receive-fixed agreements to effectively
convert a portion of its fixed-rate debt to a variable-rate debt which is
indexed to LIBOR to reduce the risk of incurring higher interest costs in
periods of falling interest rates. As of December 31, 1999, the Company had
interest rate swap agreements covering notional principal of $80,000 that expire
through 2003 and that have a variable rate at an average of 5.86%. The Company
enters into interest rate caps to reduce the risk of incurring higher interest
costs due to rising interest rates. As of December 31, 1999, the Company had
interest rate cap agreements covering a notional amount of $400,000, which
expire in 2002 and cap rates at an average rate of 6.88%. As of December 31,
1999, the Company had interest rate collar agreements covering a notional amount
of $200,000, with $100,000 expiring in each of 2001 and 2002. The interest rate
collar agreements have average floor rates of 5.95% and 6.30% and average cap
rates of 5.95% and 6.30%, respectively. These agreements also have maximum cap
rates of 6.64% and maximum floor rates of 4.65% and 4.95%, respectively. The
Company does not enter into any interest rate swaps, caps or collars agreements
for trading purposes. The Company is exposed to market risk in the event of
non-performance by the banks. No such non-performance is expected. The table
below summarizes the fair values and contract terms of the Company's financial
instruments subject to interest rate risk as of December 31, 1999.

<TABLE>
<CAPTION>

                                               Expected Maturity

                            --------------------------------------------------------                           Fair
                                2000       2001       2002       2003       2004     Thereafter    Total      Value
                            ---------- ---------- ----------- ---------- ---------- ------------ ---------- -----------
Debt and Redeemable

   Preferred Stock:

<S>                         <C>        <C>        <C>         <C>        <C>         <C>         <C>        <C>
Fixed Rate                  $  282,375 $   23,000 $  545,000  $  897,840 $  531,847  $ 4,899,506 $7,179,506 $ 6,625,411
   Average Interest Rate         9.86%      9.87%      9.88%       9.87%      9.86%        9.78%

Variable Rate                  108,371    262,401    341,571     443,350    387,300    1,553,574  3,096,567   3,096,567
   Average Interest Rate         7.97%      8.50%      8.62%       8.62%      8.64%        8.45%

Interest Rate Swaps, Caps
   and Collars:

Variable to Fixed Swaps     $   40,000 $       -- $       --  $       -- $       --  $    75,000 $  115,000 $     5,287
Average Pay Rate                 6.68%         --         --          --         --        6.68%
Average Receive Rate             6.24%         --         --          --         --        7.32%

Fixed to Variable Swaps             --         --     35,000      45,000         --           --     80,000      (2,113)
Average Pay Rate                    --         --      5.86%       5.86%         --           --
Average Receive Rate                --         --      7.08%       7.10%         --           --

Interest Rate Caps                  --         --    400,000          --         --           --    400,000       3,470
Average Cap Rate                    --         --      6.88%          --         --           --

Interest Rate Collars               --    100,000    100,000          --         --           --    200,000         (41)
Maximum Cap Rate                    --      6.64%      6.64%          --         --           --         --          --
Average Cap and Floor Rate          --      5.95%      6.30%          --         --           --         --          --
Minimum Floor Rate                  --      4.65%      4.95%          --         --           --         --          --
</TABLE>

      Interest rates on variable debt are estimated by us using the average
implied forward London Interbank Offer Rate ("LIBOR") rates for the year of
maturity based on the yield curve in effect at December 31, 1999, plus the
borrowing margin in effect at December 31, 1999. Average receive rates on the
variable to fixed swaps are estimated by us using the average implied forward
LIBOR rates for the year of maturity based on the yield curve in effect at
December 31, 1999.
<PAGE>

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The consolidated financial statements of Adelphia and related notes
thereto and independent auditors' report follow.


<PAGE>


<TABLE>
<CAPTION>

                             INDEX TO FINANCIAL STATEMENTS OF ADELPHIA COMMUNICATIONS CORPORATION
                                                       AND SUBSIDIARIES



<S>                                                                                                       <C>

Independent Auditors' Report.............................................................................. 52
Consolidated Balance Sheets, December 31, 1998 (As Restated) and 1999 (As Restated)....................... 53
Consolidated Statements of Operations and Comprehensive Income (Loss), Year Ended March 31, 1998,
   Nine Months Ended December 31, 1998 (As Restated) and Year Ended December 31, 1999
    (As Restated) ........................................................................................ 55
Consolidated Statements of Convertible Preferred Stock, Common Stock and Other Stockholders' Equity
   (Deficiency), Year Ended March 31, 1998, Nine Months Ended December 31, 1998 (As Restated) and
   Year Ended December 31, 1999 (As Restated)............................................................. 55
Consolidated Statements of Cash Flows, Year Ended March 31, 1998, Nine Months Ended
   December 31, 1998 (As Restated) and Year Ended December 31, 1999 (As Restated)......................... 57
Notes to Consolidated Financial Statements................................................................ 58


</TABLE>


<PAGE>



                          INDEPENDENT AUDITORS' REPORT

Adelphia Communications Corporation:


     We have audited the accompanying consolidated balance sheets of Adelphia
Communications Corporation and subsidiaries as of December 31, 1998 and 1999,
and the related consolidated statements of operations and comprehensive income
(loss), of convertible preferred stock, common stock and other stockholders'
equity (deficiency), and of cash flows for the year ended March 31, 1998, the
nine months ended December 31, 1998 and the year ended December 31, 1999. Our
audits also included the financial statement schedules listed in the Index at
Item 14. These financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits.


     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Adelphia Communications
Corporation and subsidiaries at December 31, 1998 and 1999, and the results of
their operations and their cash flows for the year ended March 31, 1998, the
nine months ended December 31, 1998 and the year ended December 31, 1999 in
conformity with generally accepted accounting principles. Also, in our opinion,
such financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.


     As discussed in Note 14, the accompanying financial statements as of
December 31, 1998 and 1999 and for the nine months ended December 31, 1998 and
the year ended December 31, 1999, have been restated.


DELOITTE & TOUCHE LLP




Pittsburgh, Pennsylvania
March 29, 2000, December 15, 2000 as to Note 14.



<PAGE>


<TABLE>
<CAPTION>

                               ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                           CONSOLIDATED BALANCE SHEETS
                                 (Dollars in thousands, except per share amounts)

                                                                                            December 31,
                                                                                       1998*            1999*
                                                                                   --------------  ----------------

ASSETS:

<S>                                                                                <C>              <C>

Property, plant and equipment--net                                                  $   1,196,388    $   3,961,704
Intangible assets--net                                                                  1,061,730       12,127,613
Cash and cash equivalents                                                                 398,644          186,874
U.S. government securities--pledged                                                        58,054           29,899
Investments                                                                               196,893          280,874
Subscriber receivables--net                                                                53,911          194,399
Prepaid expenses and other assets--net                                                    114,625          328,675
Investment in and amounts due from Olympus (Note 1)                                       191,408               --
Related party receivables--net                                                             44,108          178,577
                                                                                   ---------------  ---------------
          Total                                                                    $    3,315,761    $  17,288,615
                                                                                   ===============  ===============


LIABILITIES, PREFERRED STOCK, COMMON STOCK AND
OTHER STOCKHOLDERS' EQUITY (DEFICIENCY):
Subsidiary debt                                                                    $   1,717,240    $   6,513,813
Parent debt                                                                            1,810,212        2,777,919
Accounts payable                                                                          96,985          442,561
Subscriber advance payments and deposits                                                  19,377           57,651
Accrued interest and other liabilities                                                   137,131          495,564
Deferred income taxes                                                                    109,609        2,113,097
                                                                                   ---------------   --------------
          Total liabilities                                                            3,890,554       12,400,605
                                                                                   ---------------  ---------------
Minority interests                                                                        48,784          736,497
                                                                                   ---------------  ---------------
Adelphia Business Solutions redeemable exchangeable preferred stock                      228,674          260,848
                                                                                   ---------------  ---------------
13% Series B cumulative redeemable exchangeable preferred stock                          148,191          148,363
                                                                                   ---------------  ---------------
Commitments and contingencies (Note 5)

Convertible preferred stock, common stock and other stockholders' equity
   (deficiency):


8 1/8% Series C convertible preferred stock ($100,000 liquidation preference)                  1                1
5 1/2% Series D convertible preferred stock ($575,000 liquidation preference)                 --               29
Class A common stock, $.01 par value, 200,000,000 and 1,200,000,000 shares
   authorized, 31,258,843 and 113,051,118 shares outstanding, respectively                   313            1,131
Class B common stock, $.01 par value, 25,000,000 and 300,000,000 shares
   authorized, respectively, 10,834,476 shares outstanding                                   108              108
Additional paid-in capital                                                               738,102        5,863,633
Accumulated other comprehensive income                                                        --            3,239
Accumulated deficit                                                                   (1,738,966)      (1,976,438)
Treasury stock, at cost, 1,091,524 shares of Class A common stock and
   20,000 shares of 8 1/8% Series C convertible preferred stock                               --         (149,401)
                                                                                   ---------------  ---------------
Convertible preferred stock, common stock and other
    stockholders' equity (deficiency)                                                 (1,000,442)       3,742,302
                                                                                   ---------------  ---------------
          Total                                                                    $   3,315,761    $  17,288,615
                                                                                   ===============  ===============

<FN>


*As restated, see Note 14.

</FN>


                                            See notes to consolidated financial statements.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                               ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                 (Dollars in thousands, except per share amounts)

                                                                                        Nine Months
                                                                            Year Ended     Ended       Year Ended
                                                                            March 31,   December 31,   December 31,
                                                                               1998         1998*          1999*
                                                                          ------------- ------------- --------------
<S>                                                                       <C>           <C>           <C>


Revenues                                                                  $   524,889   $   496,014   $  1,287,968
                                                                          ------------- ------------- --------------
Operating expenses:
     Direct operating and programming                                         167,288       167,963        432,612
     Selling, general and administrative                                       95,731       107,249        340,579
     Depreciation and amortization                                            145,041       140,974        371,025
     Merger and integration costs                                                  --            --          4,736
                                                                          ------------- ------------- --------------
          Total                                                               408,060       416,186      1,148,952
                                                                          ------------- ------------- --------------
Operating income                                                              116,829        79,828        139,016
                                                                          ------------- ------------- --------------
Other income (expense):
     Priority investment income from Olympus                                   47,765        36,000         36,000
     Interest expense - net (Note 1)                                         (243,554)     (180,452)      (359,585)
     Equity in loss of Olympus and other joint ventures                       (66,089)      (48,891)       (60,618)
     Equity in loss of Adelphia Business Solutions joint ventures             (12,967)       (9,580)        (7,758)
     Minority interest in net losses of subsidiaries                               --        25,772         38,699
     Adelphia Business Solutions preferred stock dividends                    (12,682)      (21,536)       (32,173)
     Gain on cable systems swap                                                    --        21,455             --
     Other                                                                      2,538         1,113          1,865
                                                                          ------------- ------------- --------------
          Total                                                              (284,989)     (176,119)      (383,570)
                                                                          ------------- ------------- --------------

Loss before income taxes and extraordinary loss                              (168,160)      (96,291)      (244,554)
Income tax benefit                                                              5,606         6,802         14,493
                                                                          ------------- ------------- --------------

Loss before extraordinary loss                                               (162,554)      (89,489)      (230,061)
Extraordinary loss on early retirement of debt (net of income taxes
   of $7,200 in 1999)                                                         (11,325)       (4,337)       (10,658)
                                                                          ------------- ------------- --------------

Net loss                                                                     (173,879)      (93,826)      (240,719)
Dividend requirements applicable to preferred stock                           (18,850)      (20,718)       (41,963)
                                                                          ------------- ------------- --------------

Net loss applicable to common stockholders                                   (192,729)     (114,544)      (282,682)
Other comprehensive income - unrealized gain on available-for-sale
   securities (net of income tax benefit of $2,237)                                --            --          3,239
                                                                          ------------- ------------- --------------
Comprehensive income (loss)                                                $ (192,729)  $  (114,544)  $   (279,443)
                                                                          ============= ============= ==============

Basic and diluted loss per weighted average share of common
     stock before extraordinary loss                                      $     (6.07)  $     (3.04)  $      (3.73)
Basic and diluted extraordinary loss on early retirement of debt per
weighted average share of common stock                                          (0.38)        (0.12)         (0.15)
                                                                          ------------- ------------- --------------
Basic and diluted net loss per weighted average share of common stock     $     (6.45)  $     (3.16)  $      (3.88)
                                                                           ============= ============= ==============

Weighted average shares of common stock outstanding (in thousands)             29,875        36,226         72,824
                                                                          ============= ============= ==============



<FN>

*As restated, see Note 14.

</FN>


                                            See notes to consolidated financial statements.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                           ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, COMMON STOCK
                                               AND OTHER STOCKHOLDERS' EQUITY (DEFICIENCY)
                                                         (Dollars in thousands)

                               Series C    Series D                              Accumulated
                             Convertible Convertible Class A Class B  Additional    Other
                               Preferred  Preferred   Common Common    Paid-In  Comprehensive Accumulated    Treasury
                                 Stock      Stock     Stock   Stock    Capital      Income      Deficit        Stock       Total
                               --------- ---------- ------- -------- ---------- ------------ -------------- ----------- ------------
<S>                            <C>       <C>        <C>     <C>       <C>       <C>          <C>            <C>         <C>


Balance, March 31, 1997        $      -- $      --  $  161  $   109   $ 219,408 $        --  $(1,473,559)   $      --   $(1,253,881)
Issuance of Class A common
 stock for cable television
 assets                               --        --      39       --      33,792          --           --           --        33,831
Issuance of Series C
 convertible preferred stock           1        --      --       --      96,999          --           --           --        97,000
 Dividend requirements
 applicable to exchangeable
 preferred stock                      --        --      --       --     (14,246)         --           --           --       (14,246)
Dividend requirements
 applicable to convertible
 preferred stock                      --        --      --       --      (4,604)         --           --           --        (4,604)
Other                                 --        --      --       --         (86)         --           --           --           (86)
Net loss                              --        --      --       --          --          --     (173,879)          --      (173,879)
                               --------- ---------- ------- -------- ---------- ------------ -------------- ----------- ------------
Balance, March 31, 1998                1        --     200      109     331,263          --   (1,647,438)          --    (1,315,865)
                               --------- ---------- ------- -------- ---------- ------------ -------------- ----------- ------------
Adelphia Business Solutions
 issuance of Class A common
 stock                                --        --      --      --      146,440          --           --            --      146,440
Issuance of Class A common
 stock                                --        --      88      --      267,838          --           --            --      267,926
Dividend requirements
 applicable to exchangeable
 preferred stock                      --         --     --      --      (14,625)         --           --            --      (14,625)
Dividend requirements
 applicable to convertible
 preferred stock                      --         --     --      --       (6,093)         --           --            --       (6,093)
Issuance of Class A common
 stock for affiliate cable
 television assets                    --         --     23      --       77,085          --           --            --       77,108
Excess of purchase price
 over carrying value of cable
 television assets purchased
 from affiliate                       --         --     --      --      (63,676)         --           --            --      (63,676)
Conversion of Class B common
 stock into Class A common
 stock                                --         --      1      (1)          --          --           --            --           --
Other                                 --         --      1      --         (130)         --        2,298            --        2,169
Net loss*                             --         --     --      --           --          --      (93,826)           --      (93,826)
                               --------- ---------- ------- -------- ---------- ------------ -------------- ----------- ------------
Balance, December 31, 1998*    $       1 $       -- $  313  $  108   $  738,102 $        --  $(1,738,966)   $       --  $(1,000,442)
                               ========= ========== ======= ======== ========== ============ ============== =========== ============


<FN>

*As restated, see Note 14.

</FN>


                                            See notes to consolidated financial statements.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                          ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, COMMON STOCK
                                         AND OTHER STOCKHOLDERS' EQUITY (DEFICIENCY) (continued)
                             (Dollars in thousands)

                               Series C    Series D                              Accumulated
                             Convertible Convertible Class A Class B  Additional    Other
                               Preferred  Preferred   Common Common    Paid-In  Comprehensive Accumulated    Treasury
                                 Stock      Stock     Stock   Stock    Capital      Income      Deficit        Stock       Total
                               --------- ---------- ------- -------- ---------- ------------ -------------- ----------- ------------
<S>                            <C>       <C>        <C>     <C>       <C>       <C>          <C>            <C>         <C>


Balance, December 31, 1998*    $       1 $       -- $  313  $  108   $  738,102 $        --  $(1,738,966)   $       --  $(1,000,442)
                               --------- ---------- ------- -------- ---------- ------------ -------------- ----------- ------------
Net proceeds from issuance of
     Class A common stock            --          --    225      --    1,186,290          --           --            --    1,186,515
Net proceeds from issuance of
Series D Convertible Preferred
 stock                               --          29     --      --      557,430          --           --            --      557,459
Adelphia Business Solutions
 Issuance of Class A common
 stock                               --          --     --      --      109,015          --           --            --      109,015
Treasury stock purchase              --          --     --      --           --          --           --      (149,401)    (149,401)
Dividend requirements
 applicable to exchangeable
 preferred stock                     --          --     --      --      (19,500)         --           --            --      (19,500)
Dividend requirements
 applicable to convertible
 preferred stock                     --          --     --      --      (22,239)         --           --            --      (22,239)
Issuance of Class A common
 stock in connection with
 acquisitions                        --          --    593      --    3,336,145          --           --            --    3,336,738
Net unrealized gain on
 available-for-sale
 securities                          --          --     --      --           --       3,239           --            --        3,239
Other                                --          --     --      --      (21,610)         --        3,247            --      (18,363)
Net loss*                            --          --     --      --           --          --     (240,719)           --     (240,719)
                               --------- ---------- ------- -------- ---------- ------------ -------------- ----------- ------------

Balance, December 31, 1999*    $      1  $       29 $1,131  $  108   $5,863,633 $     3,239  $(1,976,438)   $ (149,401) $ 3,742,302
                               ========= ========== ======= ======== ========== ============ ============== =========== ============


<FN>

*As restated, see Note 14.

</FN>


                                            See notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                                  ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (Dollars in thousands)
                                                                                               Nine Months
                                                                                Year Ended        Ended        Year Ended
                                                                                March 31,      December 31,   December 31,
                                                                                   1998           1998*           1999*
                                                                             -------------   -------------  --------------

Cash flows from operating activities:

<S>                                                                          <C>             <C>            <C>


      Net loss                                                               $   (173,879)   $    (93,826)  $    (240,719)
     Adjustments to reconcile net loss to net cash provided by operating
             activities:

             Depreciation and amortization                                        145,041         140,974         371,025
             Noncash interest expense                                              37,430          23,663          52,068
             Noncash dividends                                                     12,682          21,536          32,173
             Equity in loss of Olympus and other joint ventures                    66,089          48,891          60,618
             Equity in loss of Adelphia Business Solutions joint ventures          12,967           9,580           7,758
             Gain on cable systems swap                                                --         (21,455)             --
             Gain on sale of investments                                           (2,538)             --          (2,354)
             Minority interest in losses of subsidiaries                               --         (25,772)        (38,699)
             Extraordinary loss on early retirement of debt -
               net of income tax benefit                                           11,325           4,337          10,658
             Decrease in deferred taxes, net of effects of acquisitions            (6,305)         (6,510)        (18,179)
             Changes in operating assets and liabilities, net of
                       effects of acquisitions:
                  Subscriber receivables                                           (4,351)        (19,874)        (70,110)
                  Prepaid expenses and other                                      (23,437)         (6,942)        (53,461)
                  Accounts payable                                                  4,282          31,029         232,991
                  Subscriber advance payments and deposits                            658           1,678         (14,594)
                  Accrued interest and other                                      (13,694)         31,051           2,964
                                                                            ---------------- --------------- ---------------

Net cash provided by operating activities                                          66,270         138,360         332,139
                                                                            ---------------- --------------- ---------------

Cash flows used for investing activities:

     Acquisitions , net of cash acquired                                         (146,546)       (403,851)     (2,178,037)
     Expenditures for property, plant and equipment                              (183,586)       (255,797)       (819,197)
     Investments in Adelphia Business Solutions joint ventures                    (64,260)        (69,018)        (24,496)
     Investments in other joint ventures                                          (22,591)        (12,540)        (31,869)
     Purchase of minority interest in Adelphia Business Solutions                      --         (15,580)             --
     Investment in U.S. government securities--pledged                            (83,400)             --              --
     Sale of U.S. government securities - pledged                                  15,653          15,312          30,626
     Amounts invested in and advanced to Olympus
              and related parties                                                 (91,468)       (274,216)       (521,649)
     Proceeds from sale of investments                                             12,678              --              --
     Other                                                                             --              --          22,400
                                                                            ---------------- --------------- ---------------
Net cash used for investing activities                                           (563,520)     (1,015,690)     (3,522,222)
                                                                            ---------------- --------------- ---------------

Cash flows from financing activities:

     Proceeds from debt                                                         1,298,137         836,176       3,184,579
     Repayments of debt                                                          (977,591)       (269,778)     (1,971,534)
     Costs associated with debt financings                                        (20,498)         (7,125)        (35,562)
     Premium paid on early retirement of debt                                     (12,153)         (3,634)        (13,566)
     Issuance of Adelphia Business Solutions Class A common stock                      --         205,599         262,413
     Issuance of Class A common stock                                                  --         275,880       1,215,999
     Costs associated with issuances of common stock                                   --         (22,196)        (30,366)
     Issuance of redeemable exchangeable preferred stock                          147,976              --              --
     Issuance of convertible preferred stock                                       97,000              --         557,649
     Issuance of Adelphia Business Solutions
        redeemable exchangeable preferred stock                                   194,522              --              --
     Payments to acquire treasury stock                                                --              --        (149,401)
     Preferred stock dividends paid                                               (14,787)        (15,843)        (41,898)
                                                                            ---------------- --------------- ---------------
Net cash provided by financing activities                                         712,606         999,079       2,978,313
                                                                            ---------------- --------------- ---------------

Increase (decrease) in cash and cash equivalents                                  215,356         121,749        (211,770)
Cash and cash equivalents, beginning of period                                     61,539         276,895         398,644
                                                                            --------------- -------------------------------
Cash and cash equivalents, end of period                                    $     276,895    $    398,644  $      186,874
                                                                            ===============  ============= ================

Supplemental disclosure of cash flow activity - cash payments for interest  $     220,888    $    162,113  $      331,427
                                                                            ===============  ============= ================


<FN>

*As restated, see Note 14.

</FN>

                                            See notes to consolidated financial statements.
</TABLE>

<PAGE>


              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except per share amounts)


1.   The Company and Summary of Significant Accounting Policies:

    The Company and Basis for Consolidation

      Adelphia Communications Corporation and subsidiaries ("Adelphia") owns,
operates and manages cable television systems and other related
telecommunications businesses. Adelphia's operations consist primarily of
selling video programming which is distributed to subscribers for a monthly fee
through a network of fiber optic and coaxial cables. These services are offered
in the respective franchise areas under the name Adelphia. Adelphia Business
Solutions, Inc. (formerly Hyperion Telecommunications, Inc.) and subsidiaries
("Adelphia Business Solutions" or "ABIZ") is a consolidated subsidiary of
Adelphia which owns, operates and manages entities which provide competitive
local exchange carrier ("CLEC") telecommunications services under the name
Adelphia Business Solutions.

      On March 30, 1999, the Board of Directors of Adelphia changed Adelphia's
fiscal year from March 31 to December 31. The decision was made to conform to
general industry practice and for administrative purposes. The change became
effective for the nine months ended December 31, 1998.

      On October 25, 1999, the shareholders of Hyperion Telecommunications, Inc.
elected to change the name Hyperion to Adelphia Business Solutions, Inc. The
name change was effective October 25, 1999.

      The consolidated financial statements include the accounts of Adelphia,
its majority owned subsidiaries and subsidiaries that are 50% owned and
controlled by Adelphia. All significant intercompany accounts and transactions
have been eliminated in consolidation.

      During the year ended March 31, 1998, the nine months ended December 31,
1998 and the year ended December 31, 1999, Adelphia consummated several
acquisitions, each of which was accounted for using the purchase method.
Accordingly, the financial results of each acquisition have been included in the
consolidated results of Adelphia effective from the date acquired.

      On September 12, 1997, Adelphia Business Solutions consummated an
agreement with Time Warner Entertainment-Advance/Newhouse ("TWEAN") to exchange
interests in four New York CLEC networks. As a result of the transaction,
Adelphia Business Solutions paid TWEAN $7,638 and increased its ownership in the
networks serving Buffalo and Syracuse, New York to 60% and 100%, respectively,
and eliminated its interest in the Albany and Binghamton networks, which became
wholly owned by TWEAN.

      On December 3, 1997, Adelphia exchanged its interest in Oxford, North
Carolina, a system which served approximately 4,400 subscribers, for TWEAN's
interest in its DuBois, Pennsylvania system, which served approximately 3,800
subscribers.

      On February 12, 1998, Adelphia Business Solutions issued a warrant for
731,624 shares of Adelphia Business Solutions Class A Common Stock to its 50%
partner in Adelphia Business Solutions of Harrisburg in exchange for such
partnership interest.

      On February 12, 1998, Adelphia Business Solutions acquired the remaining
partnership interests in its Buffalo, NY, Louisville, KY and Lexington, KY
networks for approximately $18,300.

      On February 12, 1998, Adelphia Business Solutions acquired the remaining
partnership interests in its Morristown and New Brunswick, NJ networks for
approximately $26,328.

      On March 6, 1998, Adelphia exercised its option to purchase the remaining
15% of its Northeast Cable, Inc. system. Adelphia issued 341,220 shares of Class
A common stock to the sellers in connection with this purchase.

      In addition to the acquisitions mentioned above, during the year ended
March 31, 1998, Adelphia completed several other acquisitions. Systems acquired
served approximately 65,500 basic subscribers at the date of acquisition
primarily in Virginia, western New York, Pennsylvania, Maryland and West
Virginia and were purchased for an aggregate price of approximately $107,000 in
cash and 3,571,428 shares of Adelphia Class A common stock.


      On April 1, 1998, Adelphia exchanged its interest in its Mansfield, Ohio
area systems, which served approximately 64,400 subscribers, and approximately

<PAGE>

$11,000 cash for Time Warner Entertainment's interests in systems adjacent to
systems owned or managed by Adelphia in Virginia, New England and New York,
which served approximately 70,200 subscribers. As a result of this transaction,
the Company recorded a gain of approximately $21,455.


      On July 31, 1998, Adelphia consummated its transaction with AT&T to form a
joint venture limited partnership in the Western New York region (the "Western
New York Partnership"). Pursuant to this agreement, Adelphia contributed its
Western New York and Lorain, Ohio systems totaling approximately 298,000
subscribers and certain programming assets and $440,000 in debt. Subsidiaries of
AT&T contributed their cable systems in Buffalo, New York; Erie, Pennsylvania;
and Ashtabula and Lake County, Ohio, totaling approximately 171,000 subscribers
and $228,000 in debt. Adelphia and AT&T hold a 66.7% and 33.3% interest,
respectively, in the partnership. Adelphia manages the partnership.

      On September 30, 1998, Adelphia merged one of its subsidiaries with the
subsidiary of AT&T that held an interest in Syracuse Hilton Head Holdings, L.P.
("SHHH, L.P."), an Adelphia managed partnership controlled by the Rigas family,
principal stockholders of Adelphia. Pursuant to the merger agreement, AT&T
received 2,250,000 newly issued shares of Adelphia's Class A common stock.
Simultaneously, SHHH, L.P. distributed certain cable systems, which served
approximately 34,100 subscribers, in Virginia and North Carolina to Adelphia, in
exchange for the interest acquired by Adelphia from AT&T as described above,
Adelphia's preferred equity investment in Managed Partnership and certain
affiliate receivables owed to Adelphia.

      In addition to the acquisitions mentioned above, for the nine months ended
December 31, 1998, Adelphia completed several other acquisitions. These
acquisitions served approximately 75,250 basic subscribers at the date of
acquisition primarily in southern New York, western Pennsylvania, Connecticut
and Vermont and were purchased for an aggregate price of approximately $163,500.

      On January 21, 1999, Adelphia acquired Verto Communications, Inc.
("Verto") pursuant to a merger agreement among Adelphia, Verto and Verto's
shareholders. These systems served approximately 56,000 subscribers in the
greater Scranton, PA area at the date of acquisition. In connection with the
Verto acquisition, Adelphia issued 2,561,024 shares of its Class A common stock
to the former owners of Verto and assumed approximately $35,000 of net
liabilities of Verto.

      On March 31, 1999, Adelphia Business Solutions consummated purchase
agreements with subsidiaries of MediaOne of Colorado, Inc. ("MediaOne"), its
local partner in the Jacksonville, FL and Richmond, VA networks, whereby
MediaOne received approximately $81,520 in cash for MediaOne's ownership
interests in these networks. In addition, Adelphia Business Solutions will be
responsible for the payment of fiber lease liabilities due to MediaOne in the
amount of approximately $14,500 over the next ten years. As a result of the
transactions, Adelphia Business Solutions' ownership interest in each of these
networks increased to 100%.

      On October 1, 1999, the partnership interests of Olympus held by Telesat
Cablevision, Inc., a subsidiary of FPL Group, Inc. were redeemed. The redemption
was made in exchange for noncash assets of Olympus of approximately $100,000. As
a result of this transaction, Adelphia's ownership in Olympus increased to 100%
and Adelphia began to consolidate Olympus into its financial statements
effective October 1, 1999.

      On October 1, 1999, Adelphia acquired Century Communications Corp.,
("Century") through a merger whereby Century was merged with and into a wholly
owned subsidiary of Adelphia, Arahova Communications, Inc., ("Arahova") pursuant
to an agreement and plan of merger, dated as of March 5, 1999, and as amended on
July 12, 1999 and as further amended on July 29, 1999. In connection with the
closing of the Century acquisition, Adelphia issued approximately 47,800,000 new
shares of Adelphia Class A common stock and paid approximately $811,900 to the
stockholders of Century, and assumed approximately $1,700,000 of debt. This
transaction was approved by Century and Adelphia stockholders at their
respective stockholders' meetings on October 1, 1999. As of October 1, 1999,
Century had approximately 1,610,000 basic subscribers primarily in California,
Puerto Rico, and throughout the United States after giving effect to Century's
pending joint venture with AT&T, which closed on December 7, 1999. At the
effective time of the merger, Adelphia also purchased Citizens Cable Company's
50% interest in the Citizens/Century Cable Television Joint Venture, one of
Century's 50% owned joint ventures, for a purchase price of approximately
$131,900, comprised of approximately $27,700 in cash, approximately 1,850,000
shares of Adelphia Class A common stock and the assumption of indebtedness. This
joint venture serves approximately 92,300 basic subscribers in California and
was jointly owned by Century and Citizens Cable Company, a subsidiary of
Citizens Utilities Company.

      On October 1, 1999, Adelphia acquired FrontierVision Partners, L.P.
("FrontierVision"). As of October 1, 1999, FrontierVision served approximately

<PAGE>

710,000 basic subscribers primarily in Ohio, Kentucky, New England and Virginia.
In connection with the acquisition, Adelphia issued 7,000,000 shares of its
Class A common stock, assumed debt of approximately $1,150,000 and paid cash of
approximately $543,300.

      On October 1, 1999, Adelphia acquired Harron Communications Corp.
("Harron"). As of October 1, 1999, Harron served approximately 296,000 basic
subscribers primarily in southeastern Pennsylvania, Michigan, Massachusetts and
New Hampshire and were purchased for an aggregate price of approximately
$1,211,704.

      On December 7, 1999, subsidiaries of Arahova consummated a transaction
with AT&T to form a joint venture limited partnership in the Los Angeles, CA
area. Pursuant to this agreement, Arahova, Adelphia and AT&T contributed cable
systems that served approximately 800,000 basic subscribers. Arahova and
Adelphia hold a combined interest of 75% and AT&T holds a 25% interest in the
partnership. As part of this transaction, Arahova and AT&T exchanged cable
systems owned by Arahova in certain communities in northern California for
certain cable systems owned by AT&T in southern California, allowing each of
them to unify operations in existing service areas. AT&T exchanged its East San
Fernando Valley cable system serving approximately 103,500 basic subscribers for
Arahova's northern California cable systems (San Pablo, Benecia, Fairfield and
Rohnert Park, California), serving approximately 96,500 basic subscribers. No
gain or loss was recognized on this system swap due to the Company's application
of purchase accounting in connection with the Arahova merger.

      In addition to the acquisitions mentioned above, for the year ended
December 31, 1999, Adelphia completed several other acquisitions. These
acquisitions served approximately 136,700 basic subscribers at the date of
acquisition primarily in Ohio, Virginia, Kentucky, Pennsylvania, California and
West Virginia and were purchased for an aggregate price of approximately
$539,200.

      The approximate aggregate purchase price for the significant 1999
acquisitions was comprised of the following:

<TABLE>

<S>                                                                            <C>
                         Cash, net of cash acquired                            $        1,992,000
                         Assumed debt                                                   4,530,000
                         Adelphia Class A common stock                                  3,337,000
                                                                               -------------------
                                                                               $        9,859,000
                                                                               ===================
</TABLE>

      The value assigned to the Adelphia Class A common stock was based on the
average closing price of Adelphia Class A common stock a few days before and
after the respective acquisitions were agreed to and announced.

      The Company has made a preliminary allocation of the purchase price based
on estimated fair values. A final allocation of the purchase price will be made
upon receipt of final third party appraisals. The preliminary allocation was as
follows:

<TABLE>

<S>                                                                            <C>
                         Property, plant and equipment                                 1,983,000
                         Intangible assets (primarily franchise)                      10,473,000
                         Other                                                        (2,597,000)
                                                                               -------------------
                                                                               $       9,859,000
                                                                               ===================
</TABLE>

<TABLE>
<CAPTION>

      The following unaudited financial information assumes that the
acquisitions that were consummated during the year ended December 31, 1999 had
occurred on April 1, 1997.

                                                                       Nine Months
                                                       Year Ended         Ended         Year Ended
                                                       March 31,      December 31,     December 31,
                                                          1998            1998             1999
                                                   ---------------- ---------------- ----------------
<S>                                                <C>              <C>              <C>

       Revenues                                    $      1,875,023 $      1,583,431 $      2,486,645
       Loss before extraordinary loss                       522,659          348,417          352,047
       Net loss                                             553,385          417,925          405,272
       Basic and diluted net loss per weighted
          average share of common stock                        6.21             4.38             3.51
</TABLE>

<PAGE>

    Investment in Olympus Joint Venture Partnership

      As described above, Adelphia's ownership in Olympus increased to 100%
effective October 1, 1999, at which time Adelphia began to consolidate Olympus
into its financial statements. Prior to October 1, 1999, Adelphia's investment
in the partnership comprised both limited and general partner interests. The
general partner interest represented a 50% voting interest in Olympus and was
being accounted for using the equity method. Under this method, Adelphia's
investment, initially recorded at the historical cost of contributed property,
was adjusted for subsequent capital contributions and its share of the losses of
the partnership as well as its share of the accretion requirements of the
partnership's interests. The limited partner interest represented a preferred
interest ("PLP interests") entitled to a 16.5% annual return. At March 31, 1998
and December 31, 1998, Adelphia owned $325,911 and $366,861 in Olympus PLP
interests, respectively.

      The PLP interests were nonvoting, were senior to claims of certain other
partner interests, and provided for an annual priority return of 16.5%. Olympus
was not required to pay the entire 16.5% return currently and priority return on
PLP interests was recognized as income by Adelphia when received.
Correspondingly, equity in net loss of Olympus excludes accumulated unpaid
priority return (Note 2). After October 1, 1999, all such investments and
returns eliminate in the consolidation of Adelphia.

    Revenues

      Subscriber revenues are recorded in the month the service is provided.
Advertising revenue is recognized in the period during which the underlying
advertisements are broadcast.

    Property, Plant and Equipment

<TABLE>
<CAPTION>

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

                                                                                  December 31,
                                                                               1998          1999
                                                                        --------------- --------------
<S>                                                                     <C>             <C>

                   Operating plant and equipment                        $   1,305,719   $  3,415,976
                   Telecommunications networks                                 59,764        139,248
                   Network monitoring                                         165,697        431,078
                   Real estate and improvements                                81,934        194,983
                   Support equipment                                           30,533         92,438
                   Construction in progress                                   283,133        825,265
                                                                        --------------- --------------
                                                                            1,926,780      5,098,988
                   Accumulated depreciation                                  (730,392)    (1,137,284)
                                                                        --------------- --------------
                                                                        $   1,196,388   $  3,961,704
                                                                        =============== ==============


</TABLE>

      Depreciation is computed on the straight-line method using estimated
useful lives of 5 to 12 years for operating plant and equipment and 3 to 20
years for support equipment and real estate. Additions to property, plant and
equipment are recorded at cost which includes amounts for material, applicable
labor and overhead, and interest. Depreciation expense amounted to $93,688,
$98,218 and $221,516 for the year ended March 31, 1998, the nine months ended
December 31, 1998 and the year ended December 31, 1999, respectively.
Capitalized interest amounted to $5,985, $11,285 and $25,135 for the year ended
March 31, 1998, the nine months ended December 31, 1998 and the year ended
December 31, 1999, respectively.


<PAGE>



    Intangible Assets

      Intangible assets, at cost, net of accumulated amortization, are comprised
of the following:

<TABLE>
<CAPTION>

                                                                                December 31,
                                                                             1998          1999
                                                                        ------------- --------------
<S>                                                                     <C>           <C>

                   Purchased franchises                                 $    843,924  $   9,495,242
                   Goodwill                                                  136,069      2,406,671
                   Non-compete agreements                                      8,922         15,383
                   Purchased subscribers lists                                72,815        210,317
                                                                        ------------- --------------
                                                                        $  1,061,730  $  12,127,613
                                                                        ============= ==============
</TABLE>

      A portion of the aggregate purchase price of systems acquired has been
allocated to purchased franchises, purchased subscriber lists, goodwill and
non-compete agreements. Purchased franchises and goodwill are amortized on the
straight-line method over 40 years. At December 31, 1999, the actual unexpired
periods under purchased franchise agreements range from 1 to 15 years. Purchased
subscriber lists are amortized on the straight-line method over periods which
range from 5 to 10 years. Non-compete agreements are amortized on the
straight-line method over their contractual lives which range from 4 to 12
years. Accumulated amortization of intangible assets amounted to $250,250 and
$617,235 at December 31, 1998 and 1999, respectively.


    Cash and Cash Equivalents

      Adelphia considers all highly liquid investments with original maturities
of three months or less to be cash equivalents. Interest income on liquid
investments was $13,383, $10,752 and $31,809 for the year ended March 31, 1998,
the nine months ended December 31, 1998 and the year ended December 31, 1999,
respectively. Book overdrafts of $7,855 and $35,000 existed at December 31, 1998
and 1999, respectively. These book overdrafts were reclassified as accrued
interest and other liabilities and accounts payable.

    U.S. Government Securities - Pledged

      U.S. Government Securities - Pledged consist of highly liquid investments
which will be used to pay the first six semi-annual interest payments of the
Adelphia Business Solutions 12 1/4% Senior Secured Notes. Such investments are
classified as held-to-maturity and the carrying value approximates market value.

    Investments

      The equity method of accounting is generally used to account for
investments which are greater than 20% but not more than 50% owned. Under this
method, Adelphia's initial investment is recorded at cost and subsequently
adjusted for the amount of its equity in the net income or losses of its
investees. Dividends or other distributions are recorded as a reduction of
Adelphia's investment. Investments accounted for using the equity method
generally reflect Adelphia's equity in the investee's underlying assets.

      Investments in entities in which Adelphia's ownership is 20% or less are
generally accounted for using the cost method. Under the cost method, Adelphia's
initial investment is recorded at cost and subsequently adjusted for the excess,
if any, of dividends or other distributions received over its share of
cumulative earnings. Dividends received in excess of earnings subsequent to the
date the investment was made are recorded as reductions of the cost of the
investment.


<PAGE>



      Adelphia's nonconsolidated investments are as follows:

<TABLE>
<CAPTION>

          Investments accounted for using the equity method:                           December 31,
          Gross investment:                                                        1998           1999
                                                                             --------------- ---------------
<S>                                                                          <C>             <C>
             Adelphia Business Solutions' joint ventures                     $     138,614   $      61,400
             Mobile communications                                                  18,249          19,865
             Programming ventures                                                    1,469          10,627
             Other                                                                   2,308           1,430
                                                                             --------------- ---------------
                    Total                                                          160,640          93,322
                                                                             --------------- ---------------

          Investments accounted for using the cost method:

             Niagara Frontier Hockey, L.P.                                          44,897          47,533
             Benbow PCS Ventures, Inc.                                              17,170          17,192
             Convertible preferred stock                                                --          87,433
             Other                                                                   6,787          12,972
                                                                             --------------- ---------------
                    Total                                                           68,854         165,130
                                                                             --------------- ---------------

          Investments accounted for as available-for-sale securities:

             Common stock warrants                                                      --          49,890
                                                                             --------------- ---------------

          Total investments before cumulative equity in net losses                 229,494         308,342
          Cumulative equity in net losses                                          (32,601)        (27,468)
                                                                             --------------- ---------------

                    Total investments                                        $     196,893   $     280,874
                                                                             =============== ===============
</TABLE>

      As a result of the acquisition of Arahova, Adelphia obtained approximately
113,983 shares of United International Holdings, Inc. ("UIH") Series B
convertible preferred stock. Each share of this stock is convertible into
approximately 21 shares of UIH Class A common stock, at a conversion price of
$10.625 per share. This equity instrument was recorded at its fair value of
$87,433 on October 1, 1999 in connection with purchase accounting.


      As a result of a contract between Arahova and At Home Corporation
("@Home") to provide @Home high speed internet access on certain systems,
Adelphia has received a warrant contract to purchase up to 5,260,000 shares of
@Home Series A common stock at $5.25 per share. The Company records an
investment in @Home and related deferred revenue based on the fair value of the
warrants at the time which performance requirements under the contract with
@Home are achieved. Corresponding revenue is recognized on the straight-line
basis over the remaining life of the contract, which expires in May 2004. The
investment in @Home warrants is classified as an available-for-sale security.
During 1999, Adelphia recognized revenue of $1,500 related to these warrants.
Adelphia's investment in @Home warrants of $34,366 at December 31, 1999 includes
$2,354 of unrealized loss.


      Adelphia received warrants to purchase 325,000 shares of common stock in
connection with the purchase of digital converters. These warrants are recorded
at fair value as a reduction of the cost of such converters when earned. This
investment is classified as an available-for-sale security. Adelphia has 18
months to exercise these warrants once they are earned. Approximately 108,000 of
these warrants must be exercised by June 30, 2000 or they expire. As of December
31, 1999, Adelphia's investment in these warrants totaled $15,524 and includes
an unrealized gain of $7,830.

      Certain members of the Rigas family have entered into an agreement to
acquire all the voting interests of Niagara Frontier Hockey, L.P. ("NFHLP").
Closing of the agreement is subject to third party approvals. Adelphia has
capital funding notes of NFHLP of $44,897 and $47,533 as of December 31, 1998
and 1999, respectively. The capital funding notes are convertible into
non-voting preferred equity of NFHLP at the option of Adelphia. These amounts
represent advances to NFHLP plus accrued return of 11.5% to 14.0%. The return on
these capital funding notes amounted to approximately $5,100, $4,400 and $3,800
for the year ended March 31, 1998, the nine months ended December 31, 1998 and
the year ended December 31, 1999, respectively. Adelphia advanced approximately
$7,500 and $14,700, respectively, during the nine months ended December 31, 1998
to fund working capital requirements of NFHLP. These amounts could be repaid by
NFHLP in the future or converted into programming rights to air future Buffalo
Sabres hockey games. NFHLP continues to generate net losses and working capital
deficiencies and is attempting to re-negotiate the terms of certain of its

<PAGE>

operating and financial agreements. The ability of NFHLP to re-negotiate the
terms of certain operating and financial agreements will impact the ability of
NFHLP to generate positive operating cash flow in the future. Adelphia is unable
to predict the ability of NFHLP to successfully re-negotiate these agreements on
terms that are favorable to NFHLP. Management believes that all amounts advanced
to NFHLP and the related accrued return are recoverable.

      On September 30, 1999, the FCC granted Adelphia Business Solutions'
request to transfer, and Adelphia Business Solutions transferred 195 31-Ghz
licenses from Baker Creek Communications (an equity method investment) to a
wholly owned subsidiary of Adelphia Business Solutions. At December 31, 1999,
$44,605 related to the licenses are included in prepaid expenses and other
assets - net on the Consolidated Balance Sheet at December 31, 1999.

    Subscriber Receivables

      An allowance for doubtful accounts of $2,853 and $17,796 is recorded as a
reduction of subscriber receivables at December 31, 1998 and 1999, respectively.

    Amortization of Other Assets and Debt Discounts

      Deferred debt financing costs, included in prepaid expenses and other
assets, and debt discounts, a reduction of the carrying amount of the debt, are
amortized over the term of the related debt. The unamortized amounts of deferred
debt financing costs included in prepaid expenses and other assets were $47,542
and $117,838 at December 31, 1998 and 1999, respectively. The aggregate amount
by which fair value assigned in purchase accounting to debt and interest rate
swaps exceeded or was less than carrying value at the acquisition date is being
amortized over the respective remaining 1 to 18 year lives of the underlying
debt obligations.

    Franchise Expense

      The typical term of Adelphia's franchise agreements upon renewal is 10
years. Franchise fees range from 3% to 5% of certain subscriber revenues and are
expensed currently.

    Basic and Diluted Net Loss Per Weighted Average Share of Common Stock

      Basic net loss per weighted average share of common stock is computed
based on the weighted average number of common shares outstanding after giving
effect to dividend requirements on Adelphia's preferred stock. Diluted net loss
per weighted average common share is equal to basic net loss per weighted
average common share because Adelphia's convertible preferred stock had an
antidilutive effect for the periods presented; however, the convertible
preferred stock could have a dilutive effect on earnings per share in future
periods.

    Asset Impairments

      Adelphia periodically reviews the carrying value of its long-lived assets
for impairment whenever events or changes in circumstances indicate that the
carrying value of assets may not be recoverable. Measurement of any impairment
would include a comparison of estimated future operating cash flows anticipated
to be generated during the remaining life of the assets with their net carrying
value. An impairment loss would be recognized as the amount by which the
carrying value of the assets exceeds their fair value.

    Noncash Financing and Investing Activities

      Capital leases entered into during the year ended March 31, 1998, the nine
months ended December 31, 1998 and the year ended December 31, 1999 totaled
$2,842, $15,522 and $10,034, respectively, for Adelphia, excluding Adelphia
Business Solutions. Adelphia Business Solutions entered into capital leases
totaling $24,500, $1,156 and $5,772, respectively, during the year ended March
31, 1998, the nine months ended December 31, 1998 and the year ended December
31, 1999. Reference is made to Notes 1 and 6 for descriptions of additional
noncash financing and investing activities.
<PAGE>

    Interest Expense - Net

      Interest expense - net includes interest income of $23,949, $20,952 and
$97,797 for the year ended March 31, 1998, the nine months ended December 31,
1998 and the year ended December 31, 1999, respectively. Interest income
includes interest income from affiliates on long-term loans and for
reimbursement of interest expense on revolving credit agreements, related to
short term borrowings by such affiliates (Note 11).

    Interest Rate Swaps, Caps and Collar Agreements

      Net settlement amounts under interest rate swaps, caps and collar
agreements are recorded as adjustments to interest expense during the period
incurred (Note 3).

    Use of Estimates in the Preparation of Financial Statements

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

    Comprehensive Income (Loss)

      Comprehensive income is required to be presented when a company has items
of other comprehensive income during the periods presented. In 1999, other
comprehensive income consisted of net unrealized gains on available-for-sale
securities. Items of other comprehensive income are excluded from net loss and
are included in arriving at comprehensive income (loss).

    Recent Accounting Pronouncements

      Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. Management of the Company has not completed its evaluation of the
impact of SFAS No. 133 on the Company's consolidated financial statements. In
July 1999, SFAS No. 137 was issued to delay the effective date of SFAS No. 133
to fiscal quarters of fiscal years beginning after June 15, 2000.


    Reclassifications

      Certain March 31, 1998 and December 31, 1998 amounts have been
reclassified to conform with the December 31, 1999 presentation.

2.   Related Party Investments and Receivables:

      Related party receivables--net represent advances to managed partnerships
(Note 11), John J. Rigas and certain members of his immediate family
(collectively, the "Rigas family"), including entities they own or control (the
"Managed Partnerships"). No related party advances are collateralized.


<PAGE>



      As described in Note 1, effective October 1, 1999, Adelphia's ownership
interest in Olympus increased to 100%. The information below is as of and for
the year ended December 31, 1998, when Adelphia accounted for Olympus under the
equity method. Investment in and amounts due from Olympus is comprised of the
following:
<TABLE>
<CAPTION>

                                                                                                 December 31,
                                                                                                     1998
                                                                                               ---------------
<S>                                                                                            <C>
                     Cumulative equity in loss over investment in Olympus                      $    (102,888)
                     Amounts due from Olympus                                                        294,296
                                                                                               ---------------
                                                                                               $     191,408
                                                                                               ===============
</TABLE>

      The major components of the financial position of Olympus as of December
31, 1998 and its results of operations for the years ended December 31, 1997 and
1998 were as follows:

<TABLE>
<CAPTION>

                                                                                                 December 31,
                                                                                                     1998
                                                                                               ---------------
                Balance Sheet Data:
<S>                                                                                            <C>
                     Property, plant and equipment - net                                       $     355,470
                     Total assets                                                                  1,011,999
                     Subsidiary debt                                                                 519,443
                     Parent debt                                                                     200,000
                     Total liabilities                                                             1,147,946
                     Limited partners' interests                                                     570,298
                     General partners' equity (deficiency)                                          (706,245)
</TABLE>

<TABLE>
<CAPTION>

                                                                                       December 31,
                                                                                   1997             1998
                                                                             ---------------  ---------------
                Statement of Operations Data:
<S>                                                                         <C>             <C>
                     Revenues                                               $      176,363  $       215,642
                     Operating income                                               34,392           38,944
                     Net loss                                                      (19,802)         (16,074)
                     Net loss of general and limited partners
                        after priority return                                      (95,695)        (105,530)

</TABLE>

      On October 6, 1993, Adelphia purchased the preferred Class B Limited
Partnership Interest in SHHH, L.P., a managed partnership, for a price of
$18,338 from Robin Media Group. The Class B Limited Partnership Interest had a
preferred return annually which was payable on a current basis at the option of
SHHH, L.P., and was senior in priority to the partnership interests of the Rigas
family and TCI. Preferred return on the Class B Limited Partner Interest in
SHHH, L.P. totaled $3,750 and $2,017 and is included in revenues for the year
ended March 31, 1998 and the nine months ended December 31, 1998, respectively.
On September 30, 1998, the Class B Limited Partner Interest was redeemed (Note
1).

3.  Debt:
     Subsidiary Debt
<TABLE>
<CAPTION>

                                                                                   December 31,
                                                                               1998            1999
                                                                          -------------- ---------------
<S>                                                                       <C>            <C>
                   Notes to banks and institutions                        $  1,200,970   $   3,088,477
                   Subsidiary public debt                                      470,784       3,337,376
                   Other debt                                                   45,486          87,960
                                                                          -------------- ---------------

                           Total subsidiary debt                          $  1,717,240   $   6,513,813
                                                                          ============== ===============
</TABLE>

    Notes to Banks and Institutions

      The amount of borrowings available to Adelphia under its revolving credit
agreements is generally based upon the subsidiaries achieving certain levels of
operating performance. Adelphia had an aggregate of $1,456,620 in unused credit

<PAGE>

lines with banks, part of which is subject to achieving certain levels of
operating performance, at December 31, 1999 which expire through December 31,
2007. Adelphia pays commitment fees of up to 0.5% of unused principal.

      Borrowings under most of these credit arrangements of subsidiaries are
collateralized by a pledge of the stock in their respective subsidiaries, and,
in some cases, by other assets. These agreements limit, among other things,
additional borrowings, investments, transactions with affiliates and other
subsidiaries, and the payment of dividends and fees by the subsidiaries. The
agreements also require maintenance of certain financial ratios by the
subsidiaries. Several of the subsidiaries' agreements, along with the notes of
the parent company, contain cross default provisions. At December 31, 1999,
approximately $1,262,472 of the net assets of subsidiaries would be permitted to
be transferred to the parent company in the form of dividends, priority return
and loans without the prior approval of the lenders based upon the results of
operations of such subsidiaries for the quarter ended December 31, 1999. The
subsidiaries are permitted to pay management fees to the parent company or other
subsidiaries. Such fees are limited to a percentage of the subsidiaries'
revenues.

      Certain subsidiaries of Adelphia are co-borrowers with Managed
Partnerships under credit facilities for borrowings of up to $1,025,000. Each of
the co-borrowers is liable for all borrowings under the credit agreements,
although the lenders have no recourse against Adelphia other than against
Adelphia's interest in such subsidiaries.

      Notes to banks and institutions mature at various dates through 2007. Bank
debt interest rates are based upon one or more of the following rates at the
option of Adelphia: prime rate plus 0% to 1.5%; certificate of deposit rate plus
1.25% to 2.75%; or LIBOR plus .625% to 2.5%. Total bank debt with interest rates
under these options was approximately $1,173,220 and $3,073,102 at December 31,
1998 and 1999, respectively. At December 31, 1998 and 1999, the weighted average
interest rate on notes payable to banks and institutions was 7.89% and 7.72%,
respectively. At December 31, 1998 and 1999, the rates on 35.9% and 26.2%,
respectively, of Adelphia's notes payable to banks and institutions were fixed
for at least one year through the terms of the notes or interest rate swap, cap
or collar agreements.

      During the nine months ended December 31, 1998 and the year ended December
31, 1999, Adelphia redeemed $137,200 and $37,815 aggregate principal amount of
subsidiary notes to banks and institutions. As a result of these transactions,
Adelphia recognized an extraordinary loss on early retirement of debt of $1,970
and $2,441, respectively.

    Subsidiary Public Debt

      Interest on subsidiary public debt is due semi-annually. The subsidiary
public debt is effectively subordinated to all liabilities of subsidiary notes
to banks and institutions and is senior to the parent debt. The subsidiary
public debt agreements contain restrictions on, among other things, the
incurrence of indebtedness, mergers and sale of assets, certain restricted
payments, investments in affiliates and certain other affiliate transactions.
The agreements also require maintenance of certain financial ratios.

<TABLE>
<CAPTION>

      The following table summarizes the subsidiary public debt:

                                                             Outstanding as of
                    Interest      Issue      Amount     December 31,   December 31,   Maturity   First Call  First Call
   Subsidiary         Rate        Date       Issued         1998         1999 (a)       Date        Date        Rate
<S>              <C>            <C>          <C>       <C>            <C>            <C>         <C>         <C>
ABIZ                   13.000%  04/15/96     $ 329,000 $     220,784  $     253,860   04/15/03    04/15/01    106.500%
ABIZ                   12.250%  08/27/97       250,000       250,000        250,000   09/01/04    09/01/01    106.125%
ABIZ                   12.000%  03/02/99       300,000            --        300,000   11/01/07    11/01/03    106.000%
Olympus                10.625%  11/12/96       200,000            --        203,537   11/15/06    11/15/01    105.313%
FrontierVision         11.000%  10/02/96       200,000            --        212,541   10/15/06    10/15/01    105.500%
FrontierVision         11.875%  09/16/97       237,650            --        205,979   09/15/07    09/15/01    107.917%
FrontierVision         11.875%  12/02/98        91,298            --         78,522   09/15/07    09/15/01    107.917%
Arahova                 9.500%  08/14/92       150,000            --        148,773   08/15/00       N/A         N/A
Arahova                 9.750%  02/15/92       200,000            --        201,172   02/15/02       N/A         N/A
Arahova            Zero coupon  04/01/93       444,000            --        318,234   03/15/03       N/A         N/A
Arahova                 9.500%  03/06/95       250,000            --        250,852   03/01/05       N/A         N/A
Arahova                 8.875%  01/17/97       250,000            --        242,542   01/15/07       N/A         N/A
Arahova                 8.750%  09/23/97       225,000            --        216,105   10/01/07       N/A         N/A
Arahova                 8.375%  11/07/97       100,000            --         94,048   11/15/17       N/A         N/A
Arahova                 8.375%  12/04/97       100,000            --         94,106   12/15/07       N/A         N/A
Arahova          Discount notes 01/08/98       605,000            --        267,105   01/15/08       N/A         N/A
                                                       ------------------------------
                                                       $     470,784  $   3,337,376
                                                       ==============================
<FN>

(a) Amounts outstanding include discounts or premiums recorded as a result of
purchase accounting, as applicable.

</FN>
</TABLE>
<PAGE>

    Other Subsidiary Debt

      As of December 31, 1998 and 1999, other debt consists primarily of capital
leases incurred in connection with the acquisition of, and are collateralized
by, certain equipment. The interest rate on such debt is based on the Federal
Funds rate plus 1.4% or the U.S. Treasury rate plus 2.8%.

    Parent Debt

      Interest on the Parent Debt is due semi-annually. The Parent Debt is
effectively subordinated to all liabilities of the subsidiaries and the
agreements contain restrictions on, among other things, the incurrence of
indebtedness, mergers and sale of assets, certain restricted payments by
Adelphia, investments in affiliates and certain other affiliate transactions.
The agreements further require that Adelphia maintain a ratio of debt to
annualized operating cash flow not greater than 8.75 to 1.00, based on the
latest fiscal quarter. Net proceeds from the issuance of notes during the nine
months ended December 31, 1998 and the year ended December 31, 1999 were used to
reduce amounts outstanding on Adelphia's subsidiaries' notes payable to banks
and to purchase, redeem or otherwise retire all or a portion of the 9 1/2%
Senior Notes Paid-In-Kind due 2004 and 11 7/8% Senior Debentures due 2004.

<TABLE>
<CAPTION>

                                Outstanding as of

              Interest       Issue       Amount     December 31,    December 31,    Maturity  First Call  First Call
                Rate         Date        Issued         1998            1999          Date       Date        Rate
<S>        <C>             <C>        <C>            <C>             <C>            <C>       <C>         <C>
            10  1/4%       07/28/93   $  110,000     $     99,653    $     99,872   07/15/00   Non-call      N/A
             9  1/4%       09/25/97      325,000          325,000         325,000   10/01/02   Non-call      N/A
             9  1/2% (a)   02/15/94      150,000          186,347          31,847   02/15/04    2/15/99   103.56%
            10  1/2%       07/07/97      150,000          150,000         150,000   07/15/04   Non-call      N/A
            11  7/8% (b)   09/10/92      125,000          124,613              --   09/15/04    9/15/99   104.50%
             9  7/8%       03/11/93      130,000          128,531         128,711   03/01/05   Non-call      N/A
             9  7/8%       02/26/97      350,000          347,586         347,791   03/01/07   Non-call      N/A
             8  3/8%       01/21/98      150,000          149,197         149,259   02/01/08   Non-call      N/A
             8  3/8%       11/12/98      150,000          150,000         150,000   02/01/08   Non-call      N/A
             8  1/8%       07/02/98      150,000          149,285         149,419   07/15/03   Non-call      N/A
             7  1/2%       01/13/99      100,000               --         100,000   01/15/04   Non-call      N/A
             7  3/4%       01/13/99      300,000               --         300,000   01/15/09   Non-call      N/A
             7  7/8%       04/28/99      350,000               --         350,000   05/01/09   Non-call      N/A
             9  3/8%       11/16/99      500,000               --         496,020   11/15/09   Non-call      N/A
                                                   --------------- ---------------
                                                     $  1,810,212    $  2,777,919
                                                   =============== ===============
<FN>

(a)       These Senior Notes are Pay-in-Kind with respect to interest payments
          at the option of Adelphia. On February 15, 1999, Adelphia redeemed
          $154,500 aggregate principal amount of notes at 103.56% of principal.
          As a result, Adelphia recognized an extraordinary loss on early
          retirement of debt of $6,676.

(b)       On December 15, 1999, Adelphia redeemed $125,000 aggregate principal
          amount of 11 7/8% Senior Debentures at 104.5% of principal. As a
          result, Adelphia recognized an extraordinary loss on early retirement
          of debt of $7,302.

</FN>
</TABLE>


<PAGE>



    Maturities of Debt

      The following table sets forth the mandatory reductions in principal under
all debt agreements for each of the next five years based on amounts outstanding
at December 31, 1999:

<TABLE>
<CAPTION>

                           Year ending December 31:

<S>                                                                    <C>
                                       2000                            $       390,746
                                       2001                                    285,401
                                       2002                                    886,571
                                       2003                                  1,341,190
                                       2004                                    919,147
</TABLE>

      Adelphia intends to fund its requirements for maturities of debt through
borrowings under new and existing credit arrangements and internally generated
funds. Changing conditions in the financial markets may have an impact on how
Adelphia will refinance its debt in the future.

    Interest Rate Swaps, Caps and Collar Agreements

      Adelphia has entered into interest rate swaps, caps and collar agreements
with banks, Olympus (prior to October 1, 1999) and Managed Partnerships (Note
11) to reduce the impact of changes in interest rates on its debt. Several of
Adelphia's credit arrangements include provisions which require interest rate
protection for a portion of its debt. Adelphia enters into pay-fixed agreements
to effectively convert a portion of its variable-rate debt to fixed-rate debt to
reduce the risk of incurring higher interest costs due to rising interest rates.
Adelphia enters into receive-fixed agreements to effectively convert a portion
of its fixed-rate debt to variable-rate debt which is indexed to LIBOR to reduce
the risk of incurring higher interest costs in periods of falling interest
rates. Interest rate cap and collar agreements are used to reduce the impact of
increases in interest rates on variable-rate debt. Adelphia is exposed to market
risk in the event of nonperformance by the banks or by the Managed Partnerships.
Adelphia does not expect any such nonperformance.

      The following table summarizes the notional amounts outstanding and
weighted average interest rate data, based on variable rates in effect at
December 31, 1998 and 1999, for these swaps, caps and collar agreements, which
expire through 2008.

<TABLE>
<CAPTION>

                                                                                 December 31,
                                                                              1998          1999
                    Pay Fixed Swaps:                                    ------------ ---------------
<S>                                                                      <C>          <C>
                    Notional amount                                      $  650,000   $    115,000
                    Average receive rate                                       5.33%          6.24%
                    Average pay rate                                           6.55%          6.68%

                    Receive Fixed Swaps:
                    Notional amount                                      $   45,000   $     80,000
                    Average receive rate                                       5.98%          6.35%
                    Average pay rate                                           5.32%          5.86%

                    Interest Rate Caps:
                    Notional amount                                      $  140,000   $    400,000
                    Average cap rate                                           7.82%          6.88%

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

      On September 17, 1999, a subsidiary of Adelphia terminated a $400,000
interest rate swap agreement with a financial institution, which resulted in a
$15,200 gain that has been deferred and included in accrued interest and other
liabilities in the accompanying 1999 consolidated balance sheet. The
amortization of the deferred gain, which amounted to $558 in 1999, is being
recognized as an adjustment to interest expense over the term of the related
debt.
<PAGE>

4.  Redeemable Preferred Stock:

    12 7/8% Adelphia Business Solutions Redeemable Exchangeable Preferred Stock

      On October 9, 1997, Adelphia Business Solutions issued $200,000 aggregate
liquidation preference of 12 7/8% Senior Exchangeable Redeemable Preferred Stock
due October 15, 2007. Dividends are payable quarterly commencing January 15,
1998 at 12 7/8% of the liquidation preference of outstanding preferred stock.
Through October 15, 2002, dividends are payable in cash or additional shares of
preferred stock at Adelphia Business Solutions' option. Subsequent to October
15, 2002, dividends are payable in cash. The preferred stock ranks junior in
right of payment to all indebtedness of Adelphia Business Solutions, its
Subsidiaries and Joint Ventures. On or before October 15, 2000, and subject to
certain restrictions, Adelphia Business Solutions may redeem, at it option, up
to 35% of the initial aggregate liquidation preference of the preferred stock
originally issued with the net cash proceeds of one or more Qualified Equity
Offerings (as defined in the Certificate of Designation) at a redemption price
equal to 112.875% of the liquidation preference per share of the preferred
stock, plus, without duplication, accumulated and unpaid dividends to the date
of redemption; provided that, after any such redemption, there are remaining
outstanding shares of preferred stock having an aggregate liquidation preference
of at least 65% of the initial aggregate liquidation preference of the preferred
stock originally issued. On or after October 15, 2002, Adelphia Business
Solutions may redeem, at its option, all or a portion of the preferred stock at
106.438% of the liquidation preference thereof declining to 100% of the
liquidation preference in 2005. Adelphia Business Solutions is required to
redeem all of the shares of preferred stock outstanding on October 15, 2007 at a
redemption price equal to 100% of the liquidation preference thereof, plus,
without duplication, accumulated and unpaid dividends to the date of redemption.
Preferred stock contains restrictions and covenants similar to subsidiary public
debt.

      Adelphia Business Solutions may, at its option, on any dividend payment
date, exchange in whole, but not in part, the then outstanding shares of
preferred stock for 12 7/8% Senior Subordinated Debentures due October 15, 2007
which have provisions consistent with the provisions of the preferred stock.
Adelphia Business Solutions may satisfy, and has to date satisfied, the dividend
requirements on this preferred stock by issuing additional shares.

    13% Redeemable Exchangeable Preferred Stock

      On July 7, 1997, Adelphia issued $150,000 aggregate liquidation preference
of 13% Cumulative Exchangeable Preferred Stock due July 15, 2009. Dividends are
payable semi-annually commencing January 15, 1998 at 13% of the liquidation
preference of outstanding preferred stock. Dividends are payable in cash with
any accumulated unpaid dividends bearing interest at 13% per annum. The
preferred stock ranks junior in right of payment to all indebtedness of
Adelphia. On or before July 15, 2000, Adelphia may redeem, at its option, up to
33% of the initial aggregate liquidation preference of the preferred stock
originally issued with the net cash proceeds of one or more common equity
offerings at a redemption price equal to 113% of the liquidation preference per
share of the preferred stock, plus, without duplication, accumulated and unpaid
dividends to the date of redemption; provided that, after any such redemption,
there are remaining outstanding shares of preferred stock having an aggregate
liquidation preference of at least 67% of the initial aggregate liquidation
preference of the preferred stock originally issued. On or after July 15, 2002,
Adelphia may redeem, at its option, all or a portion of the preferred stock at
106.500% of the liquidation preference thereof declining to 100% of the
liquidation preference in 2008. Adelphia is required to redeem all of the shares
of preferred stock outstanding on July 15, 2009 at a redemption price equal to
100% of the liquidation preference thereof, plus, without duplication,
accumulated and unpaid dividends to the date of redemption. The preferred stock
contains restrictions and covenants similar to Adelphia's parent debt.

      Adelphia may, at its option, on any dividend payment date, exchange in
whole or in part (subject to certain restrictions), the then outstanding shares
of preferred stock for 13% Senior Subordinated Exchange Debentures due July 15,
2009 which have provisions consistent with the provisions of the preferred
stock. Adelphia paid cash dividends on this preferred stock of $10,183, $9,750
and $19,500 during the year ended March 31, 1998, the nine months ended December
31, 1998 and the year ended December 31, 1999, respectively.

      No mandatory redemptions of redeemable preferred stock of Adelphia are
required for the next five years as of December 31, 1999.

<PAGE>
5.   Commitments and Contingencies:

      Adelphia rents office and studio space, tower sites, and space on utility
poles under leases with terms which are generally less than one year or under
agreements that are generally cancelable on short notice. Total rental expense
under all operating leases aggregated $7,420, $8,054 and $27,713 for the year
ended March 31, 1998, the nine months ended December 31, 1998 and the year ended
December 31, 1999, respectively.

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

      As of December 31, 1999, Adelphia has purchase commitments for certain
digital convertors aggregating $105,000.

      Adelphia Business Solutions has entered into a series of agreements with
several local and long-haul fiber optic network providers that will allow
Adelphia Business Solutions to accelerate its national expansion. These
agreements, totaling approximately $288,867, provide Adelphia Business Solutions
with ownership or an IRU to over 25,000 route miles of local and long-haul fiber
optic cable. Through December 31, 1999, Adelphia Business Solutions has paid
$108,903 of the total due under the agreements, which was included in property,
plant and equipment. Management of Adelphia Business Solutions believes this
will allow it to expand its business strategy to include on-net provisioning of
regional, local and long distance, internet and data communications and to
cost-effectively further interconnect most of its 53 existing markets and to
enter and interconnect approximately 150 new markets by the end of 2001.

      The estimated obligations under these arrangements as of December 31, 1999
are approximately:

<TABLE>
<CAPTION>

                      Period ending December 31,
<S>                                                                 <C>
                          2000                                      $     149,911
                          2001                                             16,039
                          2002                                                453
                          2003                                                453
                          2004                                                453
                          Thereafter                                       12,655
</TABLE>

      The cable television industry and Adelphia are subject to extensive
regulation at the federal, state and local levels. Pursuant to the 1992 Cable
Act, which significantly expanded the scope of regulation of certain subscriber
rates and a number of other matters in the cable industry the FCC adopted rate
regulations that establish, on a system-by-system basis, maximum allowable rates
for (i) basic and cable programming services (other than programming offered on
a per-channel or per-program basis), based upon a benchmark methodology, or, in
the alternative, a cost of service showing, and (ii) associated equipment and
installation services based upon cost plus a reasonable profit. Under the FCC
rules, franchising authorities are authorized to regulate rates for basic
services and associated equipment and installation services, and the FCC will
regulate rates for regulated cable programming services in response to
complaints filed with the agency. The original rate regulations became effective
on September 1, 1993. Several amendments to the rate regulations have
subsequently been added.

      The FCC has adopted regulations implementing all of the requirements of
the 1992 Cable Act. The FCC is also likely to continue to modify, clarify or
refine the rate regulations. The Telecommunications Act of 1996 (the "1996 Act")
deregulated the rates for cable programming services on March 31, 1999. Adelphia
cannot predict the effect or outcome of the future rulemaking proceedings,
changes to the rate regulations, or litigation.

      In February 2000, the Company settled all disputes and claims arising out
of a summons and complaint filed in the United States District Court for the
Northern District of New York, Case Number 99-CV-268, against the Company by
Hyperion Solutions Corporation ("Solutions"), which is described in the
complaint as a company in the business of developing, marketing and supporting
comprehensive computer software tools, executive information systems and
applications that companies use to improve their business performance. The
complaint alleged, among other matters, that the Company's use of the name
"Hyperion" in its business infringed upon various trademarks and service marks
of Solutions in violation of federal trademark laws and violated various New
York business practices, advertising and business reputation laws. Management of
the Company believes that the Company had meritorious defenses to the complaint
and has vigorously defended this lawsuit including filing a counterclaim against
Solutions. As part of the settlement, Solutions' complaint and the Company's
counterclaim were dismissed with prejudice and both the Company and Solutions
entered into mutual releases regarding the complaint and counterclaim.
Management believes that this matter will not have a material adverse effect
upon the Company.
<PAGE>

      On or about March 10, 1999, Robert Lowinger, on behalf of himself and all
others similarly situated (the "Plaintiff") commenced an action by filing a
Class Action Complaint (the "Complaint") in the Superior Court of Connecticut,
Judicial District of Stamford/Norwalk against Century, all of its directors, and
Adelphia Communications Corporation ("Adelphia"). The Plaintiff, claiming that
he owns shares of Class A Common Stock of Century, alleged that in connection
with the proposed merger of Century with Adelphia, holders of Class B Common
Stock of Century (which has superior voting rights to the Class A Common Stock
of Century) will receive consideration for their shares that exceeds by $4.00
per share the consideration to be paid to Century's Class A shareholders
resulting in the Century's Class B shareholders receiving approximately $170,000
more than if they held the equivalent number of the Century's Class A shares.
The Plaintiff claimed that the individual defendants breached their fiduciary
duties of loyalty, good faith, and due care to Century's Class A shareholders by
approving the higher payment to Century's Class B shareholders and that Century
and Adelphia aided and abetted these alleged breaches of fiduciary duty. The
Plaintiff seeks certification of a class of Century's Class A shareholders and
seeks recovery on behalf of himself and the class of unspecified damages,
profits, and special benefits alleged to have been wrongfully obtained by the
defendants, as well as all costs, expenses and attorney's fees. On October 21,
1999, Adelphia and Century filed motions to strike the Complaint, and several of
the individual defendants moved to dismiss all counts in the Complaint against
them for lack of personal jurisdiction over each of them. On January 3, 2000,
the court dismissed all counts in the Complaint as to two of the individual
defendants. On January 13, 2000, the court granted defendants' motions to strike
and dismissed Plaintiff's complaint in its entirety for failure to state a claim
upon which relief can be granted. The court entered judgment on February 16,
2000. To the Company's knowledge the Plaintiff has not filed an appeal in this
action within the time provided by local court rules for the filing of an
appeal.

      On May 26, 1999, the Company announced that it had agreed to swap certain
cable systems with Comcast Corporation ("Comcast") and Jones Intercable, Inc.
("Jones") in a geographic rationalization of the companies' respective markets.
Adelphia will add approximately 440,000 subscribers in the Los Angeles, CA area
and the West Palm/Fort Pierce, FL area. In exchange, Comcast and Jones will
receive systems currently owned or managed serving approximately 464,000
subscribers in suburban Philadelphia, PA, Ocean County, NJ, Ft. Myers, FL,
Michigan, New Mexico and Indiana. All systems involved in the transactions will
be valued by agreement between the parties or, following a failure to reach
agreement, by independent appraisals, with any difference in relative value to
be funded with cash or additional cable systems. The system swaps are subject to
customary closing conditions and regulatory approvals and are expected to close
by mid-2000.

      In December 1999, the Company entered into definitive agreements under
which Cablevision Systems Corporation will sell its cable systems in the greater
Cleveland metropolitan area to Adelphia for approximately $1,530,000 in cash and
securities. As of December 31, 1999, these systems served approximately 307,350
basic subscribers. The transaction is subject to customary closing conditions
and regulatory approval and is expected to close by mid-2000.

      Adelphia expects to close its October 1, 1999 direct placement of
2,500,000 shares of Adelphia Class B common stock with Highland Holdings, a
general partnership controlled by the Rigas family, by mid-2000. The offering
price is $55 per share, plus an interest factor.

      Adelphia and certain subsidiaries are defendants in several putative
subscriber class action suits in state courts in Vermont, Pennsylvania and
Mississippi initiated during 1999. The suits all challenge the propriety of late
fees charged by the subsidiaries to customers who fail to pay for services in a
timely manner. The suits seek injunctive relief and various formulations of
damages under various claimed causes of action under various bodies of state
law. These actions are in various stages of defense and, in one case, the
Company was required to refund the late fees, however, Adelphia has appealed
this decision. All of these actions are being defended vigorously. The outcome
of these matters cannot be predicted at this time.

      During July 1999, Adelphia Business Solutions purchased the naming rights
to the NFL Football Tennessee Titans stadium in Nashville, Tennessee. The term
of the naming rights contract is for 15 years and requires Adelphia Business
Solutions to pay $2,000 per year.

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

6.   Convertible Preferred Stock, Common Stock and Other Stockholders' Equity
      (Deficiency):

    Series C Convertible Preferred Stock

      On July 7, 1997, Adelphia issued 100,000 shares of 8 1/8% Series C
Cumulative Convertible Preferred Stock with a par value of $.01 per share and an
aggregate liquidation preference of $100,000 of which $80,000 was sold to a
Rigas family affiliate and the remainder was sold to Telesat. The preferred
stock accrues dividends at the rate of 8 1/8% of the liquidation preference per
annum, and is convertible at $8.48 per share into an aggregate of 11,792,450
shares of Class A common stock of Adelphia. The preferred stock is redeemable at
the option of Adelphia on or after August 1, 2000 at 104% of the liquidation
preference declining to 100% of the liquidation preference in 2002. Adelphia
paid cash dividends on this preferred stock of $4,605, $6,093 and $6,500 during
the year ended March 31, 1998, the nine months ended December 31, 1998 and the
year ended December 31, 1999, respectively. On January 29, 1999, Adelphia
purchased from Telesat the 20,000 shares of Series C cumulative convertible
preferred stock.

    Series D Convertible Preferred Stock

      On April 30, 1999, and, in a related transaction on May 14, 1999, Adelphia
sold an aggregate 2,875,000 shares of 5 1/2% Series D convertible preferred
stock with a liquidation preference of $200 per share. The preferred stock
accrues dividends at $11 per share annually and is convertible at $81.45 per
share into an aggregate of 7,059,546 shares of Class A common stock of Adelphia.
The preferred stock is redeemable at the option of Adelphia on or after May 1,
2002 at 103% of the liquidation preference. Net proceeds from the convertible
preferred stock offering were approximately $557,000 after deducting underwriter
discounts and commissions and offering expenses. Adelphia used the net proceeds
to repay borrowings under subsidiary credit agreements, a portion of which the
Company reborrowed to fund the acquisitions which closed on October 1, 1999.

    Adelphia Common Stock Issued

      On June 20, 1997, Adelphia issued 3,571,428 shares of Class A common stock
in connection with an acquisition (Note 1).

      On March 6, 1998, Adelphia issued 341,220 shares of Class A common stock
in connection with exercising its option to purchase the remaining 15% of its
Northeast Cable, Inc. system (Note 1).

      On August 18, 1998, Adelphia issued 8,190,315 shares of Class A common
stock to the public and to the Rigas family. Of this total, 4,100,000 shares
were sold to the public at a price of $32.00 per share, with an underwriter
discount of $1.44 per share. The remaining 4,090,315 shares were sold to
entities controlled by the Rigas family at the public offering price less the
underwriters discount. In a related transaction on September 14, 1998, the
Company issued and sold 615,000 shares of Class A common stock at the offering
price of $32.00, with an underwriter discount of $1.44 per share pursuant to the
underwriters' over-allotment option. Adelphia realized aggregate net proceeds of
$267,926 after deducting underwriter and other fees.

      On September 30, 1998, Adelphia issued 2,250,000 shares of Class A common
stock in connection with the acquisition of AT&T interests in SHHH, L.P. (Note
1).

      On January 14, 1999, Adelphia completed offerings totaling 8,600,000
shares of its Class A common stock. In those offerings, Adelphia sold 4,600,000
newly issued shares of Class A common stock to Goldman, Sachs & Co. at $43.25
per share and it also sold 4,000,000 shares of its Class A common stock at
$43.25 per share to entities controlled by the Rigas family. Adelphia used the
proceeds of approximately $372,000 from these offerings to repay subsidiary bank
debt.

      On January 21, 1999,  Adelphia issued  2,561,024 shares of Class A common
 stock in connection with the acquisition of Verto (Note 1).


      On April 28, 1999, Adelphia sold 8,000,000 shares of its Class A common
stock to the public. Net proceeds of the offering, after deducting offering
expenses, were approximately $485,500. Adelphia used the net proceeds to repay
borrowings under subsidiary credit agreements, a portion of which the Company
reborrowed to fund the acquisitions which closed on October 1, 1999.
<PAGE>

      On October 1, 1999, Adelphia issued 47,800,000, 1,850,000 and 7,000,000
shares of Class A common stock in connection with the acquisitions of Century,
the remaining 50% of the Citizens/Century Joint Venture and FrontierVision,
respectively. (Note 1).

      On October 6, 1999, Adelphia sold 6,000,000 shares of its Class A common
stock. Net proceeds of the offering, after deducting offering expenses, were
approximately $330,000. Adelphia initially invested the net proceeds in cash
equivalents and advanced or contributed a portion of the remaining net proceeds
to certain subsidiaries to repay borrowings under subsidiary credit agreements.

      The Certificate of Incorporation of Adelphia authorizes two classes of
common stock, Class A and Class B. Holders of Class A common stock and Class B
common stock vote as a single class on all matters submitted to a vote of the
stockholders, with each share of Class A common stock entitled to one vote and
each share of Class B common stock entitled to ten votes, except (i) for the
election of directors and (ii) as otherwise provided by law. In the annual
election of directors, the holders of Class A common stock voting as a separate
class, are entitled to elect one of Adelphia's directors. In addition, each
share of Class B common stock is automatically convertible into a share of Class
A common stock upon transfer, subject to certain limited exceptions. In the
event a cash dividend is paid, the holders of Class A common stock will be paid
105% of the amount payable per share for each share of Class B common stock.

      Upon liquidation, dissolution or winding up of Adelphia, the holders of
Class A common stock are entitled to a preference of $1.00 per share. After such
amount is paid, holders of Class B common stock are entitled to receive $1.00
per share. Any remaining amount would then be shared ratably by both classes.

      Changes in the number of shares outstanding for the Company's common stock
are as follows:

<TABLE>
<CAPTION>

                                                             Class A           Class B
                                                           Common Stock      Common Stock
                                                         ----------------- -----------------
<S>                                                      <C>               <C>


Shares Outstanding, March 31, 1997                            16,130,880        10,944,476
Issuance of Class A common stock for cable
   television assets                                           3,912,648                --
                                                         ----------------- -----------------
Shares Outstanding, March 31, 1998                            20,043,528        10,944,476
                                                         ----------------- -----------------

Issuance of Class A common stock                               8,805,315                --
Issuance of Class A common stock for affiliate
   cable television assets                                     2,250,000                --
Conversion of Class B common stock into
   Class A common stock                                          110,000          (110,000)
Other                                                             50,000                --
                                                         ----------------- -----------------
Shares Outstanding, December 31, 1998                         31,258,843        10,834,476
                                                         ----------------- -----------------

Issuances of Class A common stock                             22,600,000                --
Issuances of Class A common stock in connection
   with acquisitions                                          59,195,275                --
Other                                                             (3,000)               --
                                                         ----------------- -----------------
Shares Outstanding, December 31, 1999                        113,051,118        10,834,476
                                                         ================= =================



</TABLE>

    Treasury Stock

      On January 29, 1999, Adelphia purchased from Telesat shares of Adelphia's
stock, owned by Telesat, for a price of $149,213. In the transaction, Adelphia
purchased 1,091,524 shares of Class A common stock and 20,000 shares of Series C
cumulative convertible preferred stock which are convertible into an additional
2,358,490 shares of Class A common stock. These shares represent 3,450,014
shares of common stock on a fully converted basis.
<PAGE>

    Adelphia Business Solutions Common Stock Issued

      On May 8, 1998, Adelphia Business Solutions completed an IPO of its Class
A common stock ("ABIZ Stock"). As part of the offering, Adelphia purchased an
incremental 3,324,001 shares of ABIZ Stock for $49,900 and converted
indebtedness owed to the Company by Adelphia Business Solutions into 3,642,666
shares of ABIZ Stock. In addition, Adelphia purchased warrants issued by
Adelphia Business Solutions to MCI Metro Access Transmission Services, Inc., and
purchased shares of Adelphia Business Solutions Class B common stock from
certain executive officers of Adelphia Business Solutions for a total purchase
price of approximately $12,580 and $3,000, respectively. Additional net proceeds
of $191,411 to Adelphia Business Solutions were received as a result of the sale
of 12,500,000 shares of ABIZ Stock to the public. In a related transaction on
June 5, 1998, Adelphia Business Solutions issued and sold 350,000 shares of its
Class A common stock at the $16.00 IPO price pursuant to the underwriters' over
allotment option in the IPO. As a result of the IPO, Adelphia's additional
paid-in capital increased approximately $147,000 and minority interests
increased approximately $45,000.

      On November 30, 1999, Adelphia Business Solutions issued and sold
8,750,000 shares of Class A common stock at a price to the public of $30.00 per
share. Simultaneously with the closing of this transaction, Adelphia Business
Solutions issued and sold 5,181,350 shares of its Class B common stock to
Adelphia at a price equal to the public offering price less the underwriting
discount for the Class A common stock (collectively "the Secondary Offering").
The Secondary Offering raised net proceeds of approximately $403,000 to continue
the expansion of Adelphia Business Solutions' existing markets and to build new
markets. At December 31, 1999, Adelphia owned approximately 60% of the Adelphia
Business Solutions' outstanding common stock and approximately 88% of the total
voting power. As a result of the Secondary Offering,

Adelphia's additional paid-in-capital increased approximately $109,015 and
minority interests increased approximately $144,000.

7.  Employee Benefit Plans:

    Savings Plan

      Adelphia has a 401(k) and stock value plan (the "Plan") which provides
that eligible full-time employees may contribute from 2% to 16% of their pre-tax
compensation subject to certain limitations. The Plan also provides for certain
stock incentive awards on an annual basis. Adelphia makes matching contributions
not exceeding 1.5% of each participant's pre-tax compensation. Adelphia's
contributions amounted to $687, $605 and $1,732 for the year ended March 1998,
the nine months ended December 31, 1998, and the year ended December 31, 1999,
respectively.

    Adelphia Long-Term Incentive Compensation Plan

      On October 6, 1998, Adelphia adopted its 1998 Long-Term Incentive
Compensation Plan (the "1998 Plan"). The 1998 Plan provides for the granting of
(i) options which qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, (ii) options which
do not so qualify, (iii) share awards (with or without restrictions on vesting),
(iv) stock appreciation rights and (v) stock equivalent or phantom units. The
number of shares of Adelphia Class A common stock available for issuance under
the 1998 Plan is 3,500,000. Options, awards and units may be granted under the
1998 Plan to directors, officers, employees and consultants of Adelphia. The
1998 Plan provides that incentive stock options must be granted with an exercise
price of not less than the fair market value of the underlying Adelphia common
stock on the date of the grant. Options outstanding under the Plan may be
exercised by paying the exercise price per share through various alternative
settlement methods. During 1999, Adelphia granted phantom units to certain
management employees which represent compensation bonuses based on Adelphia
Class A common stock performance. Such awards vest over three years from the
date of grant. During the year ended December 31, 1999, Adelphia recorded
compensation expense of $2,621 related to these grants.


<PAGE>





         The following table summarizes Adelphia stock option activity as a
result of the Century acquisition:

<TABLE>
<CAPTION>

                                                                                    Weighted
                                                                  Number of         average

                                                                shares subject   exercise price
                                                                  to options       per share
                                                                --------------- ----------------
<S>                                                           <C>               <C>
               Outstanding, December 31, 1998                               --  $            --
               Granted                                                 337,922            11.68
               Exercised                                                77,942            12.02
                                                              ----------------- ----------------
               Outstanding, December 31, 1999                          259,980  $         11.58
                                                              ================= ================
</TABLE>

         The following table summarizes information about the Adelphia stock
options outstanding and exercisable at December 31, 1999:

<TABLE>
<CAPTION>

                                                           Weighted average   Weighted average
                                               Number         remaining        exercise price
                                               of shares   contractual life       per share
                  Exercise price per share                     (years)
               ------------------------------- ---------- ------------------- ------------------
<S>                                            <C>        <C>                 <C>
                         $5.15 - $31.99          259,980         6.49              $ 11.58

</TABLE>

    Adelphia Business Solutions Long-Term Incentive Compensation Plan

      On October 3, 1996, the Board of Directors and stockholders of Adelphia
Business Solutions approved its 1996 Long-Term Incentive Compensation Plan (the
"1996 Plan"). The 1996 Plan provides for the grant of (i) options which qualify
as "incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, (ii) options which do not so qualify, (iii)
share awards (with or without restrictions on vesting), (iv) stock appreciation
rights and (v) stock equivalent or phantom units. The number of shares of
Adelphia Business Solutions' Class A common stock available for issuance
initially was 5,687,500. Such number is to increase each year by 1% of
outstanding shares of all classes of Adelphia Business Solutions' common stock,
up to a maximum of 8,125,000 shares. Options, awards and units may be granted
under the 1996 Plan to directors, officers, employees and consultants. The 1996
Plan provides the incentive stock options must be granted with an exercise price
of not less than the fair market value of the underlying common stock on the
date of grant. Options outstanding under the Plan may be exercised by paying the
exercise price per share through various alternative settlement methods.


      In August 1999, Adelphia Business Solutions issued under the 1996 Plan to
each of John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James P. Rigas (i)
stock options (the "Rigas Options") covering 100,000 shares of Adelphia Business
Solutions' Class A common stock, which options will vest in equal one-third
amounts on the third, fourth and fifth year anniversaries of grant (vesting
conditioned on continued service as an employee or director) and which shall be
exercisable at $16.00 per share and (ii) stock awards (the "Rigas Grants")
covering 100,000 shares of Adelphia Business Solutions' Class A common stock,
which stock awards will vest in equal one-third amounts on the third, fourth and
fifth year anniversaries of grant (vesting conditioned on continued service as
an employee or director). Compensation expense associated with these grants is
recognized ratably over the vesting periods.


         In addition to the Rigas Options, certain employees have been granted
options to purchase shares of ABIZ Class A common stock at prices equal to the
fair market value of the shares on the date the option was granted. Options are
exercisable beginning from immediately after granting and have a maximum term of
ten years.


<PAGE>



      The following table summarizes stock option activity under Adelphia
Business Solutions:

<TABLE>
<CAPTION>

                                                                                    Weighted
                                                                  Number of         average
                                                                shares subject   exercise price
                                                                  to options       per share
<S>                                                           <C>               <C>
               Outstanding, December 31, 1998                               --  $            --
               Granted                                                 600,417            15.13
                                                              ----------------- ----------------
               Outstanding, December 31, 1999                          600,417  $         15.13
                                                              ================= ================
</TABLE>

         The following table summarizes information about Adelphia Business
Solutions' stock options outstanding and exercisable at December 31, 1999:

<TABLE>
<CAPTION>

                                     Options outstanding                                Options exercisable
------------------------------------------------------------------------- -------------------------------------------------
                                   Weighted average                                   Weighted average
                                      remaining       Weighted average                    remaining      Weighted average
  Exercise price per   Number of   contractual life  exercise price per   Number of   contractual life    exercise price
        share           shares         (years)              share           shares         (years)           per share
---------------------- ---------- ------------------ -------------------- ----------- ------------------ ------------------
<S>                    <C>        <C>                <C>                  <C>         <C>                <C>
    $ 12.125 - $ 16.00    600,417        5.2               $ 15.13           200,417         6.3              $ 13.38

</TABLE>

         SFAS No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123")
requires the Company to disclose pro forma information regarding option grants
made to its employees. SFAS 123 specifies certain valuation techniques that
produce estimated compensation charges that are included in the pro forma
results below. These amounts have not been reflected in the Company's statement
of operations, because Adelphia applies the provisions of APB 25, "Accounting
for Stock Issued to Employees," which specifies that no compensation charge
arises when the exercise price of the employees' stock options equals or exceeds
the market value of the underlying stock at the grant date, as in the case of
options granted to Adelphia employees.

         SFAS 123 pro forma numbers are as follows:

<TABLE>
<CAPTION>

                                                                                       Year Ended
                                                                                      December 31,
                                                                                          1999
                                                                                    ----------------
<S>                                                                                <C>

        Net loss-as reported                                                       $      (282,682)
        Net loss-Pro forma applying SFAS 123                                              (285,016)
        Basic and diluted net loss per common share-as reported under ABP 25                 (3.88)
        Basic and diluted net loss per common share-pro forma under SFAS 123                 (3.91)


</TABLE>

         Under SFAS 123, the fair value of each option grant is estimated on the
date of the grant using the Black-Scholes option pricing model with the
following weighted average assumptions:

<TABLE>
<CAPTION>

                                                                                         Employee
                                                                                      Stock Options
                                                                                        Year Ended
                                                                                       December 31,
                                                                                           1999
                                                                                      ---------------
<S>                                                                                   <C>
         Expected dividend yield                                                              0%
         Risk-free interest rate                                                           6.93%
         Expected volatility                                                                 50%
         Expected life (in years)                                                           5.2
</TABLE>

         The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because Adelphia Business Solutions' employee stock options have

<PAGE>

characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in management's opinion the existing models do not
necessarily provide a reliable single measure of the fair value of Adelphia
Business Solutions' options.

         In addition to the stock options and Rigas Grants, Adelphia Business
Solutions issued 58,500 shares of Adelphia Business Solutions' Class A common
stock to certain employees for both the year ended March 31,1998 and the nine
months ended December 31,1998 resulting in the recognition of $27 and $761 of
compensation expense, respectively.

8.  Taxes on Income:


      Adelphia and its corporate subsidiaries file federal income tax returns,
which include their share of the subsidiary partnerships and joint venture
partnership results of operations. Depreciation and amortization expense differs
for tax and financial statement purposes due to the use of prescribed periods
rather than useful lives for tax purposes and also as a result of differences
between tax basis and book basis of certain acquisitions.


      The tax effects of significant items comprising Adelphia's net deferred
tax liability are as follows:

<TABLE>
<CAPTION>


                                                                                December 31,
                                                                             1998         1999
                                                                         ------------ --------------
<S>                                                                      <C>          <C>
                    Deferred tax liabilities:
                      Differences between book and tax basis of
                        property, plant and equipment and
                        intangible assets                                $   252,390  $   2,738,782
                                                                         ------------ ---------------

                    Deferred tax assets:
                      Tax credits and other assets                           102,472         23,911
                      Operating loss carryforwards                           478,488        855,377
                                                                         ------------ ---------------
                                                                             580,960        879,288
                      Valuation allowance                                   (438,179)      (253,603)
                                                                         ------------ ---------------

                          Subtotal                                           142,781        625,685
                                                                         ------------ ---------------

                      Net deferred tax liability                         $   109,609  $   2,113,097
                                                                         ============ ===============
</TABLE>

      The net change in the valuation allowance from operations for the nine
months ended December 31, 1998 and the year ended December 31, 1999 was an
increase of $30,119 and $72,192, respectively. There was also a decrease in the
valuation allowance of $256,768 due to acquisitions during the period ended
December 31, 1999.


      Income tax benefit is as follows:
<TABLE>
<CAPTION>

                                                                         Nine Months
                                                             Year Ended     Ended       Year Ended
                                                             March 31,   December 31,  December 31,
                                                                1998         1998          1999
                                                            ------------ ------------- -------------
<S>                                                         <C>          <C>           <C>
                    Current                                 $      (699) $        60   $    (1,950)
                    Deferred                                      6,305        6,742        16,443
                                                            -------------------------- -------------

                          Total                             $     5,606  $     6,802   $    14,493
                                                            ============ ============= =============

</TABLE>


<PAGE>



      A reconciliation of the statutory federal income tax rate and Adelphia's
effective income tax rate is as follows:
<TABLE>
<CAPTION>

                                                                          Nine Months
                                                             Year Ended      Ended       Year Ended
                                                              March 31,   December 31,  December 31,
                                                                1998          1998          1999
                                                            ------------ ------------- -------------
<S>                                                         <C>          <C>           <C>

                  Statutory federal income tax rate              35%          35%           35%
                  Change in federal valuation allowance         (30)         (26)          (23)
                  Preferred stock dividends of subsidiary        (3)          (6)           (5)
                  State taxes, net of federal benefit            (2)           1            --
                  Goodwill                                       --           --            (2)
                  Other                                           3            3             1
                                                            ------------ ------------- -------------
                  Effective income tax rate                       3%           7%            6%
                                                            ============ ============= =============
</TABLE>

      At December 31, 1999, Adelphia and its corporate subsidiaries had net
operating loss carryforwards for federal income tax purposes of approximately
$2,000,000 expiring through 2019 as follows:

    Year of expiration:
<TABLE>

<S>    <C>       <C>             <C>        <C>              <C>       <C>               <C>      <C>
         2000    $     870           2005   $  186,378          2010   $  123,576          2015   $       --
         2001       12,956           2006      167,268          2011      108,712          2016           --
         2002       71,524           2007      162,856          2012       64,906          2017        2,207
         2003      153,884           2008      187,899          2013           --          2018       58,896
         2004      224,580           2009      151,653          2014           --          2019      323,335
</TABLE>


9.   Disclosures about Fair Value of Financial Instruments:

      Included in Adelphia's financial instrument portfolio are cash, U.S.
government securities, investments in marketable securities, fixed and variable
rate notes payable to banks and institutions, debentures, redeemable preferred
stock and interest rate swaps, caps and collars. The carrying values of variable
rate notes payable to banks and institutions and investments in marketable
securities approximate their fair values at December 31, 1998 and 1999. The
carrying value of the fixed rate notes payable to banks and institutions
publicly traded notes, debentures and redeemable preferred stock at December 31,
1998 and 1999 were $2,657,861 and $6,604,376, respectively. At December 31, 1998
and 1999, the fair value exceeded the carrying value by $139,970 and $21,035,
respectively. At December 31, 1998, Adelphia would have been required to pay
approximately $27,227 to settle its interest rate swap and cap agreements,
representing the excess of carrying cost over fair value of these agreements. At
December 31, 1999, Adelphia would have received approximately $6,603 to settle
its interest rate swaps, caps and collars agreements, representing the excess of
fair value over carrying values of these agreements. The fair values of the
debt, redeemable preferred stock and interest rate swaps, caps and collars were
based upon quoted market prices of similar instruments or on rates available to
Adelphia for instruments of the same remaining maturities.

10.       Business Segment Information:


      Refer to Item 6, Selected Financial Data - Business Segment Information,
of this Annual Report on Form 10-K/A-2 for information regarding business
segments as of and for the year ended March 31, 1998, as of and for the nine
months ended December 31, 1998 and as of and for the year ended December 31,
1999.


11.   Other Related Party Transactions:

      Adelphia currently manages cable television systems which are principally
owned by limited partnerships in which certain of Adelphia's principal
shareholders who are executive officers have equity interests.

      Adelphia has agreements with Olympus and the Managed Partnerships which
provide for the payment of fees to Adelphia. The aggregate fee revenues from
Olympus and the Managed Partnerships amounted to $3,960, $2,022 and $5,033 for
the year ended March 31, 1998, the nine months ended December 31, 1998 and the
year ended December 31, 1999, respectively. In addition, Adelphia was reimbursed
by Olympus and the Managed Partnerships for allocated corporate costs of $6,436,
$7,548 and $7,785 for the year ended March 31, 1998, the nine months ended
December 31, 1998 and the year ended December 31, 1999, respectively, which have

<PAGE>

been recorded as a reduction of selling, general and administrative expenses.
After October 1, 1999, any fees received from Olympus eliminate in Adelphia's
consolidation.

      Interest expense - net includes interest income from affiliates for long
term borrowings of $7,129, $5,221 and $41,148 for the year ended March 31, 1998,
the nine months ended December 31, 1998 and the year ended December 31, 1999,
respectively, and for short term borrowings of $9,340, $9,339 and $15,571 for
the year ended March 31, 1998, the nine months ended December 31, 1998 and the
year ended December 31, 1999, respectively.

      At March 31, 1998, Adelphia had interest rate swaps with affiliates for a
notional amount of $175,000, which expired during the nine months ended December
31, 1998. The net effect of these interest rate swaps was to increase interest
expense by $128 and $2,049 for the year ended March 31, 1998 and the nine months
ended December 31, 1998, respectively.

      During the years ended March 31, 1998, the nine months ended December 31,
1998 and the year ended December 31, 1999, Adelphia paid $2,485, $3,422 and
$11,227, respectively, to entities owned by certain shareholders of Adelphia
primarily for property, plant and equipment and services.


<PAGE>



12.   Quarterly Financial Data (Unaudited):

      The following tables summarize the financial results of Adelphia for each
of the quarters in the nine months ended December 31, 1998 and the year ended
December 31, 1999. In the opinion of management, such financial results reflect
all adjustments (consisting only of normal and recurring adjustments) necessary
to fairly present the data for such interim period.

<TABLE>
<CAPTION>


                                                                                  Three Months Ended
                                                                           June 30   September 30  December 31
                                                                        ------------ ------------ -------------
Nine Months Ended December 31, 1998 (as previously reported):

<S>                                                                     <C>          <C>          <C>
Revenues                                                                $   141,791  $   165,922  $   188,301
                                                                        ------------ ------------ -------------

Operating expenses:
    Direct operating and programming                                         48,738       56,595       62,630
    Selling, general and administrative                                      29,111       33,043       45,095
    Depreciation and amortization                                            38,559       46,083       56,181
                                                                        ------------ ------------ -------------
        Total                                                               116,408      135,721      163,906
                                                                        ------------ ------------ -------------

Operating income                                                             25,383       30,201       24,395
                                                                        ------------ ------------ -------------
Other income (expense):
    Priority investment income from Olympus                                  12,000       12,000       12,000
    Interest expense -  net                                                 (59,780)     (59,852)     (60,820)
    Equity in loss of Olympus and other joint ventures                      (18,316)     (14,803)     (15,772)
    Equity in loss of Adelphia Business Solutions joint ventures             (3,190)      (2,614)      (3,776)
    Minority interest in losses of subsidiaries                               5,460        8,543       11,769
    Adelphia Business Solutions preferred stock dividends                    (6,946)      (7,166)      (7,424)
    Other income                                                              1,000          113           --
                                                                        ------------ ------------ -------------

        Total                                                               (69,772)     (63,779)     (64,023)
                                                                        ------------ ------------ -------------

Loss before income taxes and extraordinary loss                             (44,389)     (33,578)     (39,628)
Income tax benefit (expense)                                                  5,614         (852)       2,040
                                                                        ------------ ------------ -------------

Loss before extraordinary loss                                              (38,775)     (34,430)     (37,588)
Extraordinary loss on early retirement of debt                               (2,604)      (1,733)          --
                                                                        ------------ ------------ -------------

Net loss                                                                    (41,379)     (36,163)     (37,588)
Dividend requirements applicable to preferred stock                          (6,906)      (6,906)      (6,906)
                                                                        ------------ ------------ -------------

Net loss applicable to common stockholders                              $   (48,285) $   (43,069) $   (44,494)
                                                                        ============ ============ =============

Basic and diluted loss per weighted average share of common stock
   before extraordinary loss                                            $     (1.48) $     (1.16) $     (1.06)
Basic and diluted extraordinary loss per weighted average share on
   early retirement of debt                                                   (0.08)       (0.05)          --
                                                                        ---------------------------------------
Basic and diluted net loss per weighted average share of common stock   $     (1.56) $     (1.21) $     (1.06)
                                                                        ============ ============ =============

Weighted average shares of common stock outstanding (in thousands)           30,988       35,533       42,093
                                                                        ============ ============ =============


</TABLE>


<PAGE>


<TABLE>
<CAPTION>


                                                                                  Three Months Ended
                                                                           June 30   September 30  December 31
                                                                        ------------ ------------ -------------
Nine Months Ended December 31, 1998 (as restated, see Note 14):

<S>                                                                     <C>          <C>          <C>
Revenues                                                                $   141,791  $   165,922  $   188,301
                                                                        ------------ ------------ -------------

Operating expenses:
    Direct operating and programming                                         48,738       56,595       62,630
    Selling, general and administrative                                      29,111       33,043       45,095
    Depreciation and amortization                                            38,609       46,134       56,231
                                                                        ------------ ------------ -------------
        Total                                                               116,458      135,772      163,956
                                                                        ------------ ------------ -------------

Operating income                                                             25,333       30,150       24,345
                                                                        ------------ ------------ -------------

Other income (expense):
    Priority investment income from Olympus                                  12,000       12,000       12,000
    Interest expense - net                                                  (59,780)     (59,852)     (60,820)
    Equity in loss of Olympus and other joint ventures                      (18,316)     (14,803)     (15,772)
    Equity in loss of Adelphia Business Solutions joint ventures             (3,190)      (2,614)      (3,776)
    Minority interest in losses of subsidiaries                               5,460        8,543       11,769
    Adelphia Business Solutions preferred stock dividends                    (6,946)      (7,166)      (7,424)
    Gain on cable system swap                                                21,455           --           --
    Other income                                                              1,000          113           --
                                                                        ------------ ------------ -------------

        Total                                                               (48,317)     (63,779)     (64,023)
                                                                        ------------ ------------ -------------

Loss before income taxes and extraordinary loss                             (22,984)     (33,629)     (39,678)
Income tax benefit (expense)                                                  5,614         (852)       2,040
                                                                        ------------ ------------ -------------

Loss before extraordinary loss                                              (17,370)     (34,481)     (37,638)
Extraordinary loss on early retirement of debt                               (2,604)      (1,733)          --
                                                                        ------------ ------------ -------------

Net loss                                                                    (19,974)     (36,214)     (37,638)
Dividend requirements applicable to preferred stock                          (6,906)      (6,906)      (6,906)
                                                                        ------------ ------------ -------------

Net loss applicable to common stockholders                              $   (26,880) $   (43,120) $   (44,544)
                                                                        ============ ============ =============

Basic and diluted loss per weighted average share of common stock
   before extraordinary loss                                            $     (0.78) $     (1.16) $     (1.06)
Basic and diluted extraordinary loss per weighted average share on
   early retirement of debt                                                   (0.08)       (0.05)          --
                                                                        ---------------------------------------
Basic and diluted net loss per weighted average share of common stock   $     (0.86) $     (1.21) $     (1.06)
                                                                        ============ ============ =============

Weighted average shares of common stock outstanding (in thousands)           30,988       35,533       42,093
                                                                        ============ ============ =============
</TABLE>



<PAGE>


<TABLE>
<CAPTION>


                                                                              Three Months Ended
                                                                March 31     June 30    September 30 December 31
                                                              ----------------------------------------------------
Year Ended December 31, 1999 (as previously reported) :
<S>                                                           <C>          <C>          <C>          <C>
Revenues                                                      $   201,604  $   218,786  $   232,305  $   635,273
                                                              ------------ ------------ ------------ -------------

Operating expenses:
    Direct operating and programming                               67,295       72,635       79,623      213,059
    Selling, general and administrative                            49,111       61,616       75,303      154,549
    Depreciation and amortization                                  56,815       63,736       65,639      184,646
    Merger and integration costs                                       --           --           --        4,736
                                                              ------------ ------------ ------------ -------------
        Total                                                     173,221      197,987      220,565      556,990
                                                              ------------ ------------ ------------ -------------
Operating income                                                   28,383       20,799       11,740       78,283
                                                              ------------ ------------ ------------ -------------

Other income (expense):
    Priority investment income from Olympus                        12,000       12,000       12,000           --
    Interest expense - net                                        (67,464)     (52,215)     (51,961)    (187,945)
    Equity in loss of Olympus and other joint ventures            (14,861)     (23,074)     (22,305)        (378)
    Equity in loss of Adelphia Business Solutions joint
     ventures                                                      (3,803)      (3,291)        (246)        (418)
    Minority interest in losses of subsidiaries                    12,914       13,146       12,755         (116)
    Adelphia Business Solutions preferred stock dividends          (7,619)      (7,860)      (8,108)      (8,586)
    Other                                                           2,354           --           --         (489)
                                                              ------------ ------------ ------------ -------------
        Total                                                    (66,479)      (61,294)     (57,865)    (197,932)
                                                              ------------ ------------ ------------ -------------

Loss before income taxes and extraordinary loss                   (38,096)     (40,495)     (46,125)    (119,649)
Income tax (expense) benefit                                        2,897        1,149        3,580        6,867
                                                              ------------ ------------ ------------ -------------
Loss before extraordinary loss                                    (35,199)     (39,346)     (42,545)    (112,782)
Extraordinary loss on early retirement of debt, net of income
 taxes                                                             (8,589)      (1,438)          --         (631)
                                                              ------------ ------------ ------------ -------------

Net loss                                                          (43,788)     (40,784)     (42,545)    (113,413)
Dividend requirements applicable to preferred stock                (6,500)      (6,500)     (14,332)     (14,631)
                                                              ------------ ------------ ------------ -------------
Net loss applicable to common stockholders                    $   (50,288) $   (47,284) $   (56,877) $  (128,044)
                                                              ============ ============ ============ =============

Basic and diluted loss per weighted average share of common
 stock before extraordinary loss                              $     (0.80) $     (0.79) $     (0.95) $     (1.05)
Basic and diluted extraordinary loss per weighted average
share on early retirement of debt                                   (0.17)       (0.02)          --           --
                                                              ------------ ------------ ------------ -------------
Basic and diluted net loss per weighted average share of
common stock                                                  $     (0.97) $     (0.81)  $    (0.95)  $    (1.05)
                                                              ============ ============ ============ =============

Weighted average shares of common stock outstanding (in
thousands)                                                         52,019       58,141       60,163      121,769
                                                              ====================================================


</TABLE>


<PAGE>


<TABLE>
<CAPTION>


                                                                               Three Months Ended
                                                                 March 31     June 30   September 30  December 31
                                                              ------------ ------------ ------------ -------------
Year Ended December 31, 1999 (as restated, see Note 14):

<S>                                                           <C>          <C>          <C>          <C>
Revenues                                                      $   201,604  $   218,786  $   232,305  $   635,273
                                                              ------------ ------------ ------------ -------------

Operating expenses:
    Direct operating and programming                               67,295       72,635       79,623      213,059
    Selling, general and administrative                            49,111       61,616       75,303      154,549
    Depreciation and amortization                                  56,863       63,783       65,686      184,693
    Merger and integration costs                                       --           --           --        4,736
                                                              ------------ ------------ ------------ -------------
        Total                                                     173,269      198,034      220,612      557,037
                                                              ------------ ------------ ------------ -------------

Operating income                                                   28,335       20,752       11,693       78,236
                                                              ------------ ------------ ------------ -------------

Other income (expense):
    Priority investment income from Olympus                        12,000       12,000       12,000           --
    Interest expense - net                                        (67,464)     (52,215)     (51,961)    (187,945)
    Equity in loss of Olympus and other joint ventures            (14,861)     (23,074)     (22,305)        (378)
    Equity in loss of Adelphia Business Solutions joint
     ventures                                                      (3,803)      (3,291)        (246)        (418)
    Minority interest in losses of subsidiaries                    12,914       13,146       12,755         (116)
    Adelphia Business Solutions preferred stock dividends          (7,619)      (7,860)      (8,108)      (8,586)
    Other                                                           2,354           --           --         (489)
                                                              ------------ ------------ ------------ -------------

        Total                                                     (66,479)     (61,294)     (57,865)    (197,932)
                                                              ------------ ------------ ------------ -------------

Loss before income taxes and extraordinary loss                   (38,144)     (40,542)     (46,172)    (119,696)
Income tax (expense) benefit                                        2,897        1,149        3,580        6,867
                                                              ------------ ------------ ------------ -------------

Loss before extraordinary loss                                    (35,247)     (39,393)     (42,592)    (112,829)
Extraordinary loss on early retirement of debt, net of income
 taxes                                                             (8,589)      (1,438)          --         (631)
                                                              ------------ ------------ ------------ -------------

Net loss                                                          (43,836)     (40,831)     (42,592)    (113,460)
Dividend requirements applicable to preferred stock                (6,500)      (6,500)     (14,332)     (14,631)
                                                              ------------ ------------ ------------ -------------

Net loss applicable to common stockholders                    $   (50,336) $   (47,331) $   (56,924) $  (128,091)
                                                              ============ ============ ============ =============

Basic and diluted loss per weighted average share of common
   stock before extraordinary loss                            $     (0.80) $     (0.79) $     (0.95) $     (1.05)
Basic and diluted extraordinary loss per weighted average
   share on early retirement of debt                                (0.17)       (0.02)          --           --
                                                              ------------ ------------ ------------ -------------
Basic and diluted net loss per weighted average share of
common stock                                                  $     (0.97) $     (0.81)       (0.95)       (1.05)
                                                              ============ ============ ============ =============

Weighted average shares of common stock outstanding (in
thousands)                                                         52,019       58,141       60,163      121,769
                                                              ============ ============ ============ =============
</TABLE>


13.      Subsequent Events:

      The Company has entered into a definitive agreement under which Prestige
Communications of NC, Inc. will sell its cable systems in Virginia, North
Carolina and Maryland to Adelphia for approximately $700,000. These systems
serve approximately 120,000 basic subscribers. This transaction is subject to
customary closing conditions and regulatory approval and is expected to close by
mid-2000.

      Subsequent to December 31, 1999, certain subsidiaries and affiliates of
Adelphia have received commitments and subscriptions for a new $2,500,000 bank
credit facility. This bank credit facility will consist of both a reducing
revolving credit portion and a term loan portion and is expected to close in
April 2000.

      On January 21, 2000, Adelphia closed the April 9, 1999 direct placement of
$375,000 of Adelphia Class B common stock with Highland Holdings, a general
partnership controlled by the Rigas family.
<PAGE>


14.      Restatement:

      Subsequent to the issuance of the Company's consolidated financial
statements as of and for the year ended December 31, 1999, management determined
that the cable systems swap consummated on April 1, 1998 between Time Warner
Entertainment and the Company, originally accounted for as an exchange of
similar productive assets in accordance with Accounting Principles Board Opinion
No. 29, "Accounting for Non-Monetary Transactions," should have been recorded as
a business combination in accordance with Accounting Principles Board Opinion
No. 16, "Business Combinations." As a result, the consolidated financial
statements as of December 31, 1998 and 1999 and for the nine months ended
December 31, 1998 and the year ended December 31, 1999, have been restated from
amounts previously reported to recognize a gain of $21,455 and to adjust
property, plant and equipment and intangible assets in the net amount of
$21,455.

      A summary of the significant effects of the restatement is as follows:

<TABLE>
<CAPTION>

                                                     December 31, 1998                   December 31, 1999
                                              ---------------------------------  -----------------------------------
                                              As Previously                       As Previously
                                                Reported        As Restated         Reported         As Restated
                                            ----------------- -----------------  -----------------------------------

At December 31:
<S>                                         <C>               <C>              <C>                <C>
   Property, plant & equipment - net        $     1,207,655   $     1,196,388  $       3,972,329  $      3,961,704
   Intangible assets - net                        1,029,159         1,061,730         12,095,873        12,127,613
   Accumulated deficit                           (1,760,270)       (1,738,966)        (1,997,553)       (1,976,438)
</TABLE>

<TABLE>
<CAPTION>

                                                    Nine Months Ended                      Year Ended
                                                    December 31, 1998                   December 31, 1999
                                            ---------------------------------- -------------------------------------
                                             As Previously                       As Previously
                                               Reported         As Restated        Reported         As Restated
                                            ----------------- ---------------- ------------------ ------------------

<S>                                         <C>               <C>              <C>                <C>
   Depreciation and amortization            $       140,823   $       140,974  $         370,836  $        371,025
   Gain on cable systems swap                            --            21,455                 --                --
   Loss before extraordinary loss                  (110,793)          (89,489)          (229,872)         (230,061)
   Net loss                                        (115,130)          (93,826)          (240,530)         (240,719)
   Net loss applicable to common
      stockholders                                 (135,848)         (114,544)          (282,493)         (282,682)
   Basic and diluted net loss per weighted
      average share of common stock                   (3.75)            (3.16)             (3.88)            (3.88)



</TABLE>


<PAGE>




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

            None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


      The information set forth above in Part I under the caption "Executive
Officers of the Registrant" is incorporated herein by reference. The other
information required by this item is incorporated herein by reference to the
information set forth under the caption "Election of Directors - Description of
Board of Directors"; the information set forth under the caption "Election of
Directors - Nominee for Election by Holders of Class A Common Stock"; the
information set forth under the caption "Election of Directors - Nominees for
Election by Holders of Class A Common Stock and Class B Common Stock"; and the
information, if any, under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance," in the Company's Amendment to the Annual Report on
Form 10-K/A filed on May 1, 2000.


ITEM 11.  EXECUTIVE COMPENSATION


      The information required by this item is incorporated herein by reference
to the information set forth under the caption "Executive Compensation" in the
Company's Amendment to the Annual Report on Form 10-K/A filed on May 1, 2000.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


      The information required by this item is incorporated herein by reference
to the information set forth under the caption "Principal Stockholders" in the
Company's Amendment to the Annual Report on Form 10-K/A filed on May 1, 2000.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


      The information required by this item is incorporated herein by reference
to the information set forth under the caption "Certain Transactions" in the
Company's Amendment to the Annual Report on Form 10-K/A filed on May 1, 2000.


PART IV

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

      Financial statements, schedules and exhibits not listed have been omitted
where the required information is included in the consolidated financial
statements or notes thereto, or is not applicable or required.


(a)(1) A listing of the consolidated financial statements, notes and independent
          auditors' report required in Item 8 are listed in the index in Item 8
          of this Report on Form 10-K/A-2.


(2) Financial statement schedules:
         The following are included in this Report:
               Schedule I  -- Condensed Financial Information of the Registrant
               Schedule II -- Valuation and Qualifying Accounts

(3) Exhibits


<PAGE>



 Exhibit No.                     Description
    2.01     Agreement and Plan of Merger by and among Adelphia Communications
             Corporation, Adelphia Acquisition Subsidiary, Inc., and Century
             Communications Corp., dated as of March 5, 1999 (Incorporated
             herein by reference is Exhibit 2.01 to the Registrant's Current
             Report on Form 8-K for the event dated February 22, 1999.) (File
             No. 0-16014).

    2.02     Purchase Agreement, dated as of February 22, 1999, among
             FrontierVision Partners, L. P., FVP GP, L. P., and certain direct
             and indirect Limited Partners of FrontierVision Partners, L. P., as
             sellers, and Adelphia Communications Corporation, as buyer
             (Incorporated herein by reference is Exhibit 2.02 to the
             Registrant's Current Report on Form 8-K for the event dated
             February 22, 1999.) (File No. 0-16014).

    2.03     Stock Purchase Agreement dated April 9, 1999 between Adelphia
             Communications Corporation and the shareholders of Harron
             Communications Corp. (Incorporated herein by reference is Exhibit
             2.01 to the Registrant's Current Report on Form 8-K for the event
             dated April 9, 1999.) (File No. 0-16014).

    2.04     First Amendment to Agreement and Plan of Merger dated as of
             July 12, 1999 with respect to merger with Century Communications
             Corp. (Incorporated herein by reference is Exhibit 2.01 to the
             Registrant's Current Report on Form 8-K for the event dated July
             12, 1999.) (File No. 0-16014).

    2.05     Second Amendment to Agreement and Plan of Merger dated as of
             July 29, 1999 with respect to merger with Century Communications
             Corp. (Incorporated herein by reference is Exhibit 2.02 to the
             Registrant's Current Report on Form 8-K for the event dated July
             12, 1999.) (File No. 0-16014).

    3.01     Certificate of Incorporation of Adelphia Communications
             Corporation, as amended (Incorporated herein by reference is
             Exhibit 3.01 to the Registrant's Quarterly Report on Form 10-Q for
             the quarter ended September 30, 1999.) (File No. 0-16014).

    3.02     Bylaws of Adelphia Communications Corporation, as amended
             (Incorporated herein by reference is Exhibit 3.02 to the
             Registrant's Quarterly Report on Form 10-Q for the quarter ended
             September 30, 1999.) (File No. 0-16014).

    4.01     Certificate of Designations for 13% Series A and Series B
             Cumulative Exchangeable Preferred Stock (Contained in Exhibit 3.01
             to the Registrant's Current Report on Form 8-K dated July 24, 1997,
             which is incorporated herein by reference.) (File No. 0-16014).

    4.02     Certificate of Designations for Series C Convertible Preferred
             Stock (Contained in Exhibit 3.01 to the Registrant's Current Report
             on Form 8-K dated July 24, 1997, which is incorporated herein by
             reference.) (File No. 0-16014).

    4.03     Form of Indenture, with respect to the Registrant's 13% Senior
             Subordinated Exchange Debentures due 2009, between the Registrant
             and the Bank of Montreal Trust Company (Contained in Exhibit 3.01
             as Annex A to Registrant's Current Report on Form 8-K dated July
             24, 1997, which is incorporated herein by reference.) (File No.
             0-16014).

    4.04     Form of Certificate for 13% Cumulative Exchangeable Preferred Stock
             (Incorporated herein by reference is Exhibit 4.06 to the
             Registrant's Current Report on Form 8-K dated July 24, 1997.) (File
             No. 0-16014).

    4.05     Form of Certificate for Series C Convertible Preferred Stock
             (Incorporated herein by reference is Exhibit 4.07 to the
             Registrant's Current Report on Form 8-K dated July 24, 1997.) (File
             No. 0-16014).
<PAGE>

    4.06     Indenture, dated as of January 13, 1999, with respect to the
             Registrant's 7-1/2% Senior Notes due 2004 and 7-3/4% Senior Notes
             due 2009, between the Registrant and the Bank of Montreal Trust
             Company (Incorporated by reference herein is Exhibit 4.03 to the
             Registrant's Current Report on Form 8-K filed on January 28, 1999.)
             (File No. 0-16014).

    4.07     Registration Rights Agreement between Adelphia Communications
             Corporation and the Initial Purchaser, dated January 13, 1999,
             regarding the Registrant's 7-1/2% Senior Notes due 2004 and 7-3/4%
             Senior Notes due 2009 (Incorporated by reference herein is Exhibit
             4.04 to the Registrant's Current Report on Form 8-K, filed on
             January 28, 1999.) (File No. 0-16014).

    4.08     Form of 7-1/2% Senior Note due 2004 (Contained in Exhibit 4.07).

    4.09     Form of 7-3/4% Senior Note due 2009 (Contained in Exhibit 4.07).

    4.10     Indenture dated as of March 2, 1999, with respect to Hyperion
             Telecommunications, Inc. 12% Senior Subordinated Notes due 2007,
             between Hyperion and the Bank of Montreal Trust Company
             (Incorporated by reference herein is Exhibit 4.01 to the
             Registrant's Current Report on Form 8-K filed on March 10, 1999.)
             (File No. 0-16014).

    4.11     Form of 12% Senior Subordinated Notes due 2007 (Contained in
             Exhibit 4.10).

    4.12     Registration Rights Agreement between Hyperion Telecommunications,
             Inc. and the Initial Purchasers, dated March 2, 1999, regarding
             Hyperion's 12% Senior Subordinated Notes due 2007 (Incorporated by
             reference herein is Exhibit 10.04 to the Registrant's Current
             Report on Form 8-K filed on March 10, 1999.) (File No. 0-16014).

    4.13     Base Indenture, dated as of April 28, 1999, with respect to the
             Registrant's Senior Indebtedness, between the Registrant and The
             Bank of Montreal Trust Company (Incorporated by reference herein is
             Exhibit 4.01 to the Registrant's Current Report on Form 8-K filed
             on April 28, 1999.) (File No. 0-16014).

    4.14     First Supplemental Indenture, dated as of April 28, 1999, to April
             28, 1999 Base Indenture, with respect to the Registrant's 7-7/8%
             Senior Notes due 2009, between the Registrant and The Bank of
             Montreal Trust Company (Incorporated by reference herein is Exhibit
             4.02 to the Registrant's Current Report on Form 8-K filed on April
             28, 1999.) (File No. 0-16014).

    4.15     Form of 7-7/8% Senior Note due 2009 (Contained in Exhibit 4.14).


    4.16     Second Supplemental Indenture, dated as of November 16, 1999, to
             April 28, 1999 Base Indenture, with respect to the Registrant's
             9-3/8% Senior Notes due 2009, between Harris Trust Company and the
             Registrant.**


    4.17     Form of 9-3/8% Senior Note due 2009 (Contained in Exhibit 4.16.).

    4.18     Certificate of Designations with respect to the Registrant's 5 1/2%
             Series D Convertible Preferred Stock (incorporated by reference
             herein is Exhibit 3.01 to the Current Report on Form 8-K of the
             Registrant for the event dated April 28, 1999.) (File No. 0-16014).

   10.01     Class B Common Stockholders Agreement (Incorporated herein by
             reference is Exhibit 10.01 to Registration Statement No. 33-6974 on
             Form S-1.).

   10.02     Joinder to Class B Common Stockholders Agreement (Incorporated
             herein by reference is Exhibit 10.02 to Registrant's Annual Report
             on Form 10-K for the fiscal year ended March 31, 1994.) (File No.
             0-16014).
<PAGE>

   10.03     Registration Rights Agreement and Amendment to Registration Rights
             Agreement (Incorporated herein by reference are Exhibit 10.02 to
             Registration Statement No. 33-6974 on Form S-1 and Exhibit 10.35 to
             Registration Statement No. 33-25121 on Form S-1.).

   10.04     Form of Management Agreement for Managed Companies (Incorporated
             herein by reference is Exhibit 10.04 to the Registrant's Annual
             Report on Form 10-K for fiscal year ended March 31, 1996.) (File
             No. 0-16014).

   10.05     Management Agreement - Montgomery Cablevision Associates, L.P.
             (Incorporated herein by reference is Exhibit 10.08 to Registration
             Statement No. 33-6974 on Form S-1.).

   10.06     Management Agreement - Adelphia Cablevision Associates of Radnor,
             L.P. (Incorporated herein by reference is Exhibit 10.09 to
             Registration Statement No. 33-6974 on Form S-1.).

   10.07     Business Opportunity Agreement (Incorporated herein by reference
             is Exhibit 10.13 to Registration Statement No. 33-3674 on Form
             S-1.).

   10.08*    Employment Agreement between the Company and John J. Rigas
             (Incorporated herein by reference is Exhibit 10.14 to Registration
             Statement No. 33-6974 on Form S-1.).

   10.09*    Employment Agreement between the Company and Timothy J. Rigas
             (Incorporated herein by reference is Exhibit 10.16 to Registration
             Statement No. 33-6974 on Form S-1.).

   10.10*    Employment Agreement between the Company and Michael J. Rigas
             (Incorporated herein by reference is Exhibit 10.17 to Registration
             Statement No. 33-6974 on Form S-1.).

   10.11*    Employment Agreement between the Company and James P. Rigas
             (Incorporated herein by reference is Exhibit 10.18 to Registration
             Statement No. 33-6974 on Form S-1.).

   10.12     Olympus Communications, L.P. ("Olympus") Second Amended and
             Restated Limited Partnership Agreement, dated as of February 28,
             1995 (Incorporated herein by reference is Exhibit 10.32 to the
             Registrant's Annual Report on Form 10-K for the fiscal year ended
             March 31, 1995.) File No. 0-16014).

   10.13     Revolving Credit Facility among Adelphia Cable Partners, L.P.,
             Southwest Florida Cable, Inc., West Boca Acquisition Limited
             Partnership and Toronto-Dominion (Texas), Inc., as Administrative
             Agent, dated May 12, 1995 (Incorporated herein by reference is
             Exhibit 10.03 to the Registrant's Current Report on Form 8-K dated
             June 30, 1995.) (File No. 0-16014).

   10.14     Credit Agreement, dated as of April 12, 1996, among Chelsea
             Communications, Inc., Kittanning Cablevision Inc., Robinson/Plum
             Cablevision L.P., the several banks and financial institutions
             parties thereto, and Toronto Dominion (Texas), Inc. as
             Administrative Agent (Incorporated herein by reference is Exhibit
             10.36 to Registrant's Current Report on Form 8-K dated June 3,
             1996.) (File No. 0-16014).

   10.15     Warrant Agreement dated as of April 15, 1996, by and among Hyperion
             Telecommunications, Inc. ("Hyperion," now known as Adelphia
             Business Solutions, Inc.) and Bank of Montreal Trust Company
             (Incorporated by reference is Exhibit 10.13 to Registration
             Statement No. 333-06957 on Form S-4 for Hyperion
             Telecommunications, Inc.).

   10.16     Warrant Registration Rights Agreement dated as of April 15, 1996,
             by and among Hyperion Telecommunications, Inc. and the Initial
             Purchasers (Incorporated by reference is Exhibit 10.14 to
             Registration Statement No. 333-06957 on Form S-4 for Hyperion
             Telecommunications, Inc.).
<PAGE>

   10.17*    Hyperion Telecommunications, Inc. 1996 Long-Term Incentive
             Compensation Plan (Incorporated herein by reference is Exhibit
             10.17 to Hyperion Telecommunications, Inc.'s Registration Statement
             No. 333-13663 on Form S-1.).

   10.18     Registration Rights Agreement among Charles R. Drenning, Paul D.
             Fajerski, Randolph S. Fowler, Adelphia Communications Corporation
             and Hyperion Telecommunications, Inc. (Incorporated herein by
             reference is Exhibit 10.18 to Hyperion Telecommunications, Inc.'s
             Registration Statement No. 333-13663 on Form S-1.).

   10.19     Registration Rights Agreement between Adelphia Communications
             Corporation and Hyperion Telecommunications, Inc. (Incorporated
             herein by reference is Exhibit 10.19 to Hyperion
             Telecommunications, Inc.'s Registration Statement No. 333-13663 on
             Form S-1.).


   10.20     First Amendment to the Olympus Communications, L.P. Second Amended
             and Restated Limited Partnership Agreement, dated September 1, 1995
             (Incorporated herein by reference is Exhibit 10.33 to the
             Registrant's Annual Report on Form 10-K for the fiscal year ended
             March 31, 1996.) (File No. 0-16014).

   10.21     First Amendment to the Olympus Communications, L.P. Second Amended
             and Restated Limited Partnership Agreement, dated March 29, 1996
             (Incorporated herein by reference is Exhibit 10.34 to the
             Registrant's Annual Report on Form 10-K for the fiscal year ended
             March 31, 1996.) (File No. 0-16014).

   10.22     Second Amendment to the Olympus Communications, L.P. Second Amended
             and Restated Limited Partnership Agreement, dated June 27, 1996
             (Incorporated herein by reference is Exhibit 10.35 to the
             Registrant's Annual Report on Form 10-K for the fiscal year ended
             March 31, 1996.) (File No.0-16014).


   10.23     Extension Agreement dated as of January 8, 1997, among Hyperion
             Telecommunications, Inc., Adelphia Communications Corporation,
             Charles R. Drenning, Paul D. Fajerski, Randolph S. Fowler, and six
             Trusts named therein (Incorporated herein by reference is Exhibit
             10.04 to Adelphia Communications Corporation's Current Report on
             Form 8-K dated May 1, 1997.) (File No. 0-16014).

   10.24     Registration Rights Agreement among Adelphia Communications
             Corporation, Highland Holdings and Telesat Cablevision, Inc., dated
             July 7, 1997 (Incorporated herein by reference is Exhibit 10.04 to
             the Registrant's Current Report on Form 8-K dated July 24, 1997.)
             (File No. 0-16014).

   10.25     Series C Preferred Stock Purchase Agreement among Adelphia
             Communications Corporation, Highland Holdings and Telesat
             Cablevision, Inc., dated June 22, 1997 (Incorporated herein by
             reference is Exhibit 10.06 to the Registrant's Current Report on
             Form 8-K dated July 24, 1997.) (File No. 0-16014).

   10.26     Pledge Agreement between Hyperion and the Bank of Montreal Trust
             Company as Collateral Agent, dated as of August 27, 1997
             (Incorporated by reference herein is Exhibit 4.03 to Hyperion's
             Current Report on Form 8-K dated August 27, 1997.) (File No.
             0-21605).

   10.27     Pledge, Escrow and Disbursement Agreement, between Hyperion and the
             Bank of Montreal Trust Company dated as of August 27, 1997
             (Incorporated by reference herein to Exhibit 4.05 to Hyperion's
             Current Report on Form 8-K dated August 27, 1997.) (File No.
             0-21605).

   10.28     Purchase Agreement among Adelphia Communications Corporation and
             Salomon Brothers Inc. dated January 15, 1998 (Incorporated by
             reference herein is Exhibit 10.01 to the Registrant's Current
             Report on Form 8-K dated January 21, 1998.) (File No. 0-16014).

   10.29*    Management Services Agreement dated as of April 10, 1998, between
             the Registrant and Hyperion Telecommunications, Inc. (Incorporated
             herein by reference is Exhibit 10.23 to Registration Statement No.
             333-48209 on Form S-1 filed by Hyperion Telecommunications, Inc.).
<PAGE>

   10.30     Letter Agreement dated April 10, 1998, among Hyperion
             Telecommunications, Inc., the Registrant and MCImetro Access
             Transmission Services, Inc. (Incorporated herein by reference is
             Exhibit 10.24 to Registration Statement No. 333-48209 on Form S-1
             filed by Hyperion Telecommunications, Inc.).

   10.31     Amendment to Registration Rights Agreement dated as of April 15,
             1998, between Hyperion Telecommunications, Inc. and the Registrant
             (Incorporated herein by reference is Exhibit 10.25 to Registration
             Statement No. 333-48209 on Form S-1 filed by Hyperion
             Telecommunications, Inc.).

   10.32     Letter Agreement dated as of April 9, 1998, between Hyperion
             Telecommunications, Inc. and the Registrant regarding the purchase
             of Hyperion's Class A Common Stock (Incorporated herein by
             reference is Exhibit 10.26 to Registration Statement No. 333-48209
             on Form S-1 filed by Hyperion Telecommunications, Inc.).

   10.33     U.S. Underwriting Agreement dated May 4, 1998 among Hyperion
             Telecommunications, Inc. and the Representatives named therein
             (Incorporated herein by reference is Exhibit 10.01 to Hyperion
             Telecommunications, Inc.'s Current Report on Form 8-K dated June
             24, 1998.) (File No. 0-21605).

   10.34     International Underwriting Agreement dated May 4, 1998 among
             Hyperion Telecommunications, Inc. and the Representatives named
             therein (Incorporated herein by reference is Exhibit 10.02 to
             Hyperion Telecommunications, Inc.'s Current Report on Form 8-K
             dated June 24, 1998.) (File No. 0-21605).

   10.35     Warrant issued by Hyperion Telecommunications, Inc. to MCI dated
             May 8, 1998 (Incorporated herein by reference is Exhibit 10.03 to
             Hyperion Telecommunications, Inc.'s Current Report on Form 8-K
             dated June 24, 1998.) (File No. 0-21605).

   10.36     Warrant issued by Hyperion Telecommunications, Inc. to the
             Registrant dated June 5, 1998 (Incorporated herein by reference is
             Exhibit 10.04 to Hyperion Telecommunications, Inc.'s Current Report
             on Form 8-K dated June 24, 1998.) (File No. 0-21605).

   10.37     Purchase Agreement among Adelphia Communications Corporation and
             Barclays Capital, Inc. dated June 29, 1998 (Incorporated herein by
             reference is Exhibit 10.01 to the Registrant's Current Report on
             Form 8-K dated July 23, 1998).

   10.38     U.S. Underwriting Agreement between the Registrant and the
             Representatives of the U.S. Underwriters named therein, dated
             August 12, 1998 (Incorporated herein by reference is Exhibit 10.01
             to the Form 8-K of the Registrant for the event dated August 18,
             1998.) (File No. 0-16014).

   10.39     International Underwriting Agreement between the Registrant and the
             Lead Managers of the Managers named therein, dated August 12, 1998
             (Incorporated herein by reference is Exhibit 10.02 to the Form 8-K
             of the Registrant for the event dated August 18, 1998.) (File No.
             0-16014).

   10.40     Direct Purchase Agreement between the Registrant and  Highland
             Communications, L.L.C., dated August 12, 1998 (Incorporated herein
             by reference is Exhibit 10.03 to the Form 8-K of the Registrant for
             the event dated August 18, 1998.) (File No. 0-16014).

   10.41*    Adelphia Communications Corporation 1998 Long-Term Incentive
             Compensation Plan (Incorporated herein by reference is Exhibit A to
             the Registrant's Proxy Statement for the Annual Meeting of
             Stockholders on October 6, 1998.) (File No. 0-16014).

   10.42     Distribution Agreement dated as of August 31, 1998 among Syracuse
             Hilton Head Holdings, L.P., Adelphia Communications Corporation and
             SHHH Acquisition Corp. (Incorporated herein by reference is Exhibit
             10.05 to the Form 10-Q of the Registrant for the quarter ended
             September 30, 1998.) (File No. 0-16014).
<PAGE>

   10.43     Second Amendment to Credit Agreement, dated as of April 12, 1996,
             among Chelsea Communications, Inc., Kittanning Cablevision Inc.,
             Robinson/Plum Cablevision L. P., the several banks and financial
             institutions parties thereto, and Toronto Dominion (Texas), Inc. as
             Administrative Agent (Incorporated herein by reference is Exhibit
             10.06 to the Form 10-Q of the Registrant for the quarter ended
             September 30, 1998.) (File No. 0-16014).

   10.44     Purchase Agreement among Adelphia Communications Corporation and
             Barclays Capital, Inc. (the "Initial Purchaser") dated November 6,
             1998 (Incorporated by reference herein is Exhibit 10.01 to the
             Registrant's Current Report on Form 8-K, filed January 28, 1999.)
             (File No. 0-16014).

   10.45     Purchase Agreement among Adelphia Communications Corporation and
             Salomon Smith Barney, Inc., Credit Suisse First Boston Corporation,
             Goldman Sachs & Co., Lehman Brothers, Inc. and NationsBank
             Montgomery Securities LLC (the "Initial Purchasers") dated January
             6, 1999 (Incorporated by reference herein is Exhibit 10.02 to the
             Registrant's Current Report on Form 8-K, filed January 28, 1999.)
             (File No. 0-16014).

   10.46     Credit Agreement, dated as of December 30, 1998, among Parnassos,
             L.P. as the Borrower, various financial institutions as the
             Lenders, the Bank of Nova Scotia as the Administrative Agent,
             Nationsbank, N.A. as the Documentation Agent, and TD Securities
             (USA) Inc. as the Syndication Agent (Incorporated by reference
             herein is Exhibit 10.03 to the Registrant's Current Report on Form
             8-K, filed January 28, 1999.) (File No. 0-16014).

   10.47     Registration Rights Agreement among Adelphia Communications
             Corporation, Doris Holdings, L.P. and Highland Holdings II dated
             January 14, 1999 (Incorporated by reference herein is Exhibit 10.04
             to the Registrant's Current Report on Form 8-K, filed January 28,
             1999.) (File No. 0-16014).

   10.48     Underwriting Agreement dated January 11, 1999 between the
             Registrant and Goldman, Sachs & Co. (Incorporated by reference
             herein is Exhibit 1.01 to the Registrant's Current Report on Form
             8-K, filed January 13, 1999.) (File No. 0-16014).

   10.49     Purchase Agreement between the Registrant and Highland Holdings II
             dated January 11, 1999 (Incorporated by reference herein is Exhibit
             10.01 to the Registrant's Current Report on Form 8-K, filed January
             13, 1999.) (File No. 0-16014).

   10.50     Stock Purchase Agreement dated January 28, 1999 (Incorporated
             herein by reference is Exhibit 13 to Amendment No. 3 to Schedule
             13D filed February 8, 1999 on behalf of FPL Group, Inc.).

   10.51     Class B Voting Agreement, dated as of March 5, 1999, among Adelphia
             Communications Corporation, Leonard Tow, The Claire Tow Trust, and
             the Trust Created by Claire Tow under date of December 10, 1979
             (Incorporated herein by reference is Exhibit 10.01 to the
             Registrant's Current Report on Form 8-K for the event dated
             February 22, 1999.) (File No. 0-16014).

   10.52     Rigas Class B Voting Agreement , dated as of March 5, 1999, among
             Century Communications Corp., John Rigas, Michael Rigas, Timothy
             Rigas and James Rigas (Incorporated herein by reference is Exhibit
             10.02 to the Registrant's Current Report on Form 8-K for the event
             dated February 22, 1999.) (File No. 0-16014).

   10.53     Purchase Agreement between Hyperion Telecommunications, Inc. and
             the Initial Purchasers named therein, dated as of February 25,
             1999, regarding Hyperion's 12% Senior Subordinated Notes due 2007
             (Incorporated herein by reference is Exhibit 10.03 to the
             Registrant's Current Report on Form 8-K for the event dated
             February 22, 1999.) (File No. 0-16014).
<PAGE>

   10.54     Purchase Agreement between Hyperion Telecommunications, Inc. and
             Highland Holdings, dated as of February 25, 1999, regarding
             Hyperion's 12% Senior Subordinated Notes due 2007 (Incorporated
             herein by reference is Exhibit 10.05 to the Registrant's Current
             Report on Form 8-K for the event dated February 22, 1999.) (File
             No. 0-16014).

   10.55     Class B Common Stock Purchase Letter Agreement dated April 9, 1999
             between Adelphia Communications Corporation and Highland Holdings
             (Incorporated herein by reference is Exhibit 10.01 to the
             Registrant's Current Report on Form 8-K for the event dated April
             9, 1999.) (File No. 0-16014).

   10.56     Class A Common Stock Underwriting Agreement among Adelphia
             Communications Corporation, Salomon Smith Barney Inc. and the other
             underwriters named therein, as representatives of the Underwriters,
             dated April 23, 1999 (Incorporated by reference herein is Exhibit
             1.01 to the Current Report on Form 8-K of the Registrant for the
             event dated April 28, 1999.) (File No. 0-16014).

   10.57     7-7/8% Senior Notes Underwriting Agreement among Adelphia
             Communications Corporation and Chase Securities Inc., as
             representative of the Underwriters, dated April 23, 1999
             (Incorporated by reference herein is Exhibit 1.02 to the Current
             Report on Form 8-K of the Registrant for the event dated April 28,
             1999.) (File No. 0-16014).

   10.58     5-1/2% Series D Convertible Preferred Stock Underwriting Agreement
             among Adelphia Communications Corporation and Salomon Smith Barney
             Inc., as representative of the Underwriters, dated April 26, 1999
             (Incorporated by reference herein is Exhibit 1.03 to the Current
             Report on Form 8-K of the Registrant for the event dated April 28,
             1999.) (File No. 0-16014).

   10.59     Indenture, dated as of February 26, 1997, between the Registrant
             and Bank of Montreal Trust Company with respect to the Registrant's
             9-7/8% Senior Notes Due 2007 (Incorporated herein by reference is
             Exhibit 4.01 to the Registrant's Current Report on Form 8-K dated
             May 1, 1997.) (File No. 0-16014).

   10.60     Indenture, dated as of April 15, 1996, between Hyperion
             Telecommunications, Inc. and Bank of Montreal Trust Company
             (Incorporated by reference is Exhibit 4.1 to Registration Statement
             No. 333-06957 on Form S-4 filed for Hyperion Telecommunications,
             Inc.).

   10.61     First Supplemental Indenture, dated as of September 11, 1996,
             between Hyperion Telecommunications, Inc. and Bank of Montreal
             Trust Company (Incorporated herein be reference is Exhibit 4.2 to
             Hyperion Telecommunications, Inc.'s Registration Statement No.
             333-12619 on Form S-3, formerly on Form S-1.).

   10.62     Indenture, dated as of November 12, 1996, between Olympus
             Communications, L.P., Olympus Capital Corporation and Bank of
             Montreal Trust Company (Incorporated herein by reference is Exhibit
             10.02 to the Registrant's Current Report on Form 8-K dated December
             16, 1996.) (File No. 0-16014).

   10.63     Indenture, dated as of August 27, 1997, with respect to Hyperion
             Telecommunications, Inc. ("Hyperion") 12-1/4% Senior Secured Notes
             due 2004, between Hyperion and the Bank of Montreal Trust Company
             (Incorporated herein by reference to Exhibit 4.01 to Hyperion's
             Current Report on Form 8-K dated August 27, 1997.) (File No.
             0-21605).

   10.64     Second Supplemental Indenture, dated as of August 27, 1997, between
             Hyperion and the Bank of Montreal Trust Company, regarding
             Hyperion's 13% Senior Discount Notes due 2003 (Incorporated by
             reference herein to Exhibit 4.06 to Hyperion's Current Report on
             Form 8-K dated August 27, 1997.) (File No. 0-21605).

   10.65     Indenture, dated as of September 25, 1997, with respect to the
             Registrant's 9-1/4% Senior Notes due 2002, between the Registrant
             and the Bank of Montreal Trust Company (Incorporated herein by
             reference is Exhibit 4.01 to the Registrant's Current Report on
             Form 8-K dated September 25, 1997.) (File No. 0-16014).
<PAGE>

   10.66     Indenture, dated as of January 21, 1998, with respect to the
             Registrant's 8-3/8% Senior Notes due 2008, between the Registrant
             and the Bank of Montreal Trust Company (Incorporated by reference
             herein is Exhibit 4.01 to the Registrant's Current Report on Form
             8-K dated January 21, 1998.) (File No. 0-16014).

   10.67     First Supplemental Indenture, dated as of November 12, 1998, to
             January 1998 Indenture with respect to the Registrant's 8-3/8%
             Senior Notes due 2008, between the Registrant and the Bank of
             Montreal Trust Company (Incorporated by reference herein is Exhibit
             4.01 to the Registrant's Current Report on Form 8-K filed on
             January 28, 1999.) (File No. 0-16014).

   10.68     Registration Rights Agreement between Adelphia Communications
             Corporation and the Initial Purchaser, dated November 12, 1998,
             regarding the Registrant's 8-3/8% Senior Notes due 2008
             (Incorporated by reference herein is Exhibit 4.02 to the
             Registrant's Current Report on Form 8-K filed on January 28, 1999.)
             (File No. 0-16014).

   10.69     Registration Rights Agreement dated as of July 12, 1999, among
             Adelphia, the Century Class B Holders and Ms. Claire Tow
             (Incorporated herein by reference is Exhibit 10.01 to the
             Registrant's Current Report on Form 8-K for the event dated July
             12, 1999.) (File No. 0-16014).

   10.70     Tag-Along Rights Agreement dated as of July 12, 1999, among
             Adelphia, the Century Class B Holders, Ms. Claire Tow and the
             holders of Adelphia Class B Common Stock named therein
             (Incorporated herein by reference is Exhibit 10.02 to the
             Registrant's Current Report on Form 8-K for the event dated July
             12, 1999.) (File No. 0-16014).

   10.71     Purchase Agreement dated as of July 12, 1999, between Adelphia and
             Citizens Cable Company (Incorporated herein by reference is Exhibit
             10.03 to the Registrant's Current Report on Form 8-K for the event
             dated July 12, 1999.) (File No. 0-16014).

   10.72     Underwriting Agreement dated October 1, 1999 regarding the sale of
             6,000,000 shares of Class A common stock of Adelphia (Incorporated
             herein by reference is Exhibit 1.01 to the Registrant's Quarterly
             Report on Form 10-Q for the quarter ended September 30, 1999.)
             (File No. 0-16014).

   10.73     Stock Purchase Agreement dated October 1, 1999 between Adelphia
             Communications Corporation and Highland Holdings (Incorporated
             herein by reference is Exhibit 10.01 to the Registrant's Quarterly
             Report on Form 10-Q for the quarter ended September 30, 1999.)
             (File No. 0-16014).

   10.74     Bank Credit Facility dated May 6, 1999 among the Registrant, other
             borrowers and the lenders named therein (Incorporated herein by
             reference to Exhibit 10.01 to Current Report on Form 8-K for the
             event dated September 16, 1999 filed by Adelphia Communications
             Corporation.) (File No. 0-16014).

   10.75     Third Amendment to the Olympus Communications, L.P. Second Amended
             and Restated Limited Partnership Agreement, dated October 1, 1999
             (Incorporated herein by reference is Exhibit 3.8 to Form 10-K of
             Olympus for fiscal year ended December 31, 1999.) (File No.
             333-19327).

   10.76     Amended Credit Agreement, dated as of March 29, 1996, among
             Highland Video Associates L.P., Telesat Acquisition Limited
             Partnership, Global Acquisition Partners, L.P., the various
             financial institutions as parties thereto, Bank of Montreal as
             syndication agent, Chemical Bank as documentation agent, and the
             Bank of Nova Scotia as administrative agent (Incorporated herein by
             reference is Exhibit 10.37 to Adelphia Communications Corporation's
             Current Report on Form 8-K dated June 19, 1996.) (File No.0-16014).

   10.77     First Amendment, dated as of July 31, 1998 for the Amended and
             Restated Credit Agreement dated of as March 29, 1996 (Incorporated
             here in by reference is Exhibit 10.2 to Olympus' Form 8-K dated
             April 2, 1999.) (File No. 333-19327).
<PAGE>

   10.78     Redemption Agreement between Olympus Communications,  LP and Cable
             GP, Inc., dated as of October 1, 1999 (Incorporated by reference
             herein is Exhibit 10.6 to Form 10-K of Olympus for fiscal year
             ended December 31, 1999.) (File No. 333-19327).

   10.79     Underwriting Agreement dated as of November 23, 1999 among Adelphia
             Business Solutions, Inc., Salomon Smith Barney Inc. and the several
             other Underwriters named therein (Incorporated herein by reference
             is Exhibit 1.01 to Adelphia Business Solutions' Form 8-K for the
             event dated November 23, 1999.) (File No. 0-21605).

   10.80     Stock Purchase Agreement dated November 23, 1999 between Adelphia
             Business Solutions, Inc. and Adelphia Communications Corporation
             (Incorporated herein by reference is Exhibit 10.01 to Adelphia
             Business Solutions' Form 8-K for the event dated November 23,
             1999.) (File No. 0-21605).

   10.81     Amended Bank Credit Facility (Incorporated by reference herein is
             Exhibit 10.1 to FrontierVision Operating Partners, L.P.'s and
             FrontierVision Capital Corporation's Registration Statement on Form
             S-1, Registration No. 333-9535.).

   10.82     Amendment No. 1 to Amended Bank Credit Facility (Incorporated by
             reference herein is Exhibit 10.14 to FrontierVision Operating
             Partners, L.P.'s and FrontierVision Capital Corporation's
             Registration Statement on Form S-1, Registration No. 333-9535.).

   10.83     Consent and Amendment No. 2 to Amended Bank Credit Facility
             (Incorporated by reference herein is Exhibit 10.15 to
             FrontierVision Operating Partners, L.P.'s and FrontierVision
             Capital Corporation's Quarterly Report on Form 10-Q, File No.
             333-9535 for the quarter ended September 30, 1996.).

   10.84     Amended Credit Facility (Incorporated by reference herein is
             Exhibit 10.18 to FrontierVision Holdings, L.P.'s and FrontierVision
             Holdings Capital Corporation's Annual Report on Form 10-K, File No.
             333-36519 for the year ended December 31, 1997.).

   10.85     Indenture dated as of October 7, 1996, among FrontierVision
             Operating Partners, L.P., FrontierVision Capital Corporation and
             Colorado National Bank, as Trustee (Incorporated by reference
             herein is Exhibit 4.1 to FrontierVision Operating Partners, L.P.'s
             and FrontierVision Capital Corporation's Quarterly Report on Form
             10-Q, File No. 333-9535 for the quarter ended September 30, 1996.).

   10.86     Indenture dated as of September 19, 1997, among FrontierVision
             Holdings, L.P., FrontierVision Holdings Capital Corporation and
             U.S. Bank National Association d/b/a Colorado National Bank, as
             Trustee (Incorporated by reference herein is Exhibit 4.2 to
             FrontierVision Holdings, L.P.'s and FrontierVision Holdings Capital
             Corporation's Registration Statement on Form S-4, Registration No.
             333-36519.).

   10.87     Indenture dated as of December 9, 1998, among FrontierVision
             Holdings, L.P., FrontierVision Holdings Capital II Corporation and
             U.S. Bank National Association, as Trustee (Incorporated by
             reference herein is Exhibit 4.5 to FrontierVision Holdings, L.P.'s
             and FrontierVision Holdings Capital II Corporation's Registration
             Statement on Form S-4, Registration No. 333-75567.).

   10.88     Purchase Agreement dated as of December 2, 1998, by and  among
             FrontierVision Holdings, L.P., FrontierVision Holdings Capital II
             Corporation and J.P. Morgan Securities, Inc. and Chase Securities
             Inc., as Initial Purchasers (Incorporated by reference herein is
             Exhibit 4.6 to FrontierVision Holdings, L.P.'s and FrontierVision
             Holdings Capital II Corporation's Registration Statement on Form
             S-4, Registration No. 333-75567.).

   10.89     Registration Rights Agreement dated as of December 9, 1998, by and
             among Frontier Vision Holdings, L.P., FrontierVision Holdings
             Capital II Corporation and J.P. Morgan Securities Inc., and Chase
             Securities, Inc., as Initial Purchasers (Incorporated by reference
             herein is Exhibit 4.7 to FrontierVision Holdings, L.P.'s and
             FrontierVision Holdings Capital II Corporation's Registration
             Statement on Form S-4, Registration No. 333-75567.).
<PAGE>

   10.90     Indenture, dated as of November 15, 1988, by and between Century
             Communications Corp. ("Century," now known as Arahova
             Communications, Inc.) and the Bank of Montreal Trust Company, as
             Trustee (Filed as Exhibit 4(l) to Amendment No. 7 to Century's
             Registration Statement on Form S-1 (File No. 33-21394), which is
             incorporated herein by reference.).

   10.91     Indenture, dated as of October 15, 1991, by and between Century and
             the Bank of Montreal Trust Company, as Trustee (Filed as Exhibit
             4.2 to Amendment No. 2 to Century's Registration Statement on Form
             S-3 (File No. 33-33787), which is incorporated herein by
             reference.).

   10.92     First Supplemental Indenture, dated as of October 15, 1991, by and
             between Century and the Bank of Montreal Trust Company, as Trustee
             (Filed as Exhibit 7(2) to Century's current report on Form 8-K,
             dated October 17, 1991 and incorporated herein by reference.) (File
             No. 0-16899).

   10.93     Indenture, dated as of February 15, 1992, by and between Century
             and the Bank of America National Trust and Savings Association, as
             Trustee (Filed as Exhibit 4.3 to Amendment No. 2 to Century's
             Registration Statement on Form S-3 (File No. 33-33787), which is
             incorporated herein by reference.).

   10.94     First Supplemental Indenture, dated as of February 15, 1992, by and
             between Century and the Bank of America National Trust and Savings
             Association, as Trustee (Filed as Exhibit 4(t) to Century's Annual
             Report on Form 10-K for the fiscal year ended May 31, 1992 and
             incorporated herein by reference.) (File No. 0-16899).

   10.95     Second Supplemental Indenture, dated as of August 15, 1992, by and
             between Century and Bank of America National Trust and Savings
             Association, as Trustee (Filed as Exhibit 4(u) to Century's Annual
             Report on Form 10-K for the fiscal year ended May 31, 1992 and
             incorporated herein by reference.) (File No. 0-16899).

   10.96     Third Supplemental Indenture, dated as of April 1, 1993, by and
             between Century and Bank of America National Trust and Savings
             Association, as Trustee (Filed as Exhibit 4(v) to Century's Annual
             Report on Form 10-K for the fiscal year ended May 31, 1993 and
             incorporated herein by reference.) (File No. 0-16899).

   10.97     Fourth Supplemental Indenture, dated as of March 6, 1995, by and
             between Century and Bank of America National Trust and Savings
             Association, as Trustee (Filed as Exhibit 4(w) to Century's Annual
             Report on Form 10-K for the fiscal year ended May 31, 1995, and
             incorporated herein by reference.) (File No. 0-16899).

   10.98     Fifth Supplemental Indenture, dated as of January 23, 1997, by and
             between Century and First Trust of California, National
             Association, successor trustee to Bank of America National Trust
             and Savings Association, as Trustee (Filed as Exhibit 4.10 to
             Century's Annual Report on Form 10-K for the fiscal year ended May
             31, 1997, and incorporated herein by reference.) (File No.
             0-16899).

   10.99     Sixth Supplemental Indenture, dated as of September 29, 1997,
             between Century and First Trust of California, National
             Association, successor trustee to Bank of America National Trust
             and Savings Association, as Trustee (Filed as Exhibit 10.2 to
             Century's Quarterly Report on Form 10-Q for the quarterly period
             ended August 31, 1997, and incorporated herein by reference.) (File
             No. 0-16899).

   10.100    Seventh Supplemental Indenture dated as of November 13, 1997
             between Century and First Trust of California, National
             Association, successor trustee to Bank of America National Trust
             and Savings Association, as Trustee (Filed as Exhibit 4.1 to
             Century's Quarterly Report on Form 10-Q for the quarterly period
             ended November 30, 1997, and incorporated herein by reference.)
             (File No. 0-16899).
<PAGE>

   10.101    Eighth Supplemental Indenture dated as of December 10, 1997 between
             Century and First Trust of California, National Association, as
             Trustee (Incorporated by reference herein is Exhibit 4.13 to Form
             10-K of Century for fiscal year ended May 31, 1999.) (File No.
             0-16899).

   10.102    Indenture, dated as of January 15, 1998 between Century and First
             Trust of California, National Association, as Trustee (Filed as
             Exhibit 4 to Century's Registration Statement on Form S-4 (File No.
             333-47161), which is incorporated herein by reference.)
             (File No. 0-16899).

   10.103*   Employment Agreement, dated as of January 1, 1997, between Century
             and Scott N. Schneider (Filed as Exhibit 10.4 to Century's Annual
             Report on Form 10-K for the fiscal year ended May 31, 1997, and
             incorporated herein by reference.) (File No. 0-16899).

   10.104*   1994 Stock Option Plan of Century (Filed as Exhibit 10(v)(3) to
             Century's Annual Report on Form 10-K for the fiscal year ended May
             31, 1995, and incorporated herein by reference.) (File No.
             0-16899).

   10.105    Amendment No. 1 to Management Agreement and Joint Venture Agreement
             (Century ML Venture), dated September 21, 1987, between Century
             Texas and ML Media Partners, L.P., a Delaware limited partnership
             (Filed as Exhibit 10(w) to Century's Annual Report on Form 10-K for
             the fiscal year ended May 31, 1989 and incorporated herein by
             reference.) (File No. 0-16899).

   10.106    Management Agreement and Joint Venture Agreement (Century-ML Radio
             Venture), dated as of February 15, 1989, between Century Texas and
             ML Media Partners, L.P., a Delaware limited partnership (Filed as
             Exhibit 10(x) to Century's Annual Report on Form 10-K for the
             fiscal year ended May 31, 1989 and incorporated herein by
             reference.) (File No. 0-16899).

   10.107    Credit Agreement dated as of April 15, 1997 among Citizens Century
             Cable Television Venture, Bank of America, National Trust and
             Savings Association, as Syndication Agent, and Societe General, as
             Agent, Corestates Bank, N.A., The First National Bank of Boston,
             LTCB Trust Company, and PNC Bank, National Association, as
             Co-Agents, and each of the bank parties thereto (Filed as Exhibit
             10.41 to Century's Annual Report on Form 10-K for the fiscal year
             ended May 31, 1997, and incorporated herein by reference.) (File
             No. 0-16899).

   10.108*   Employment Agreement, dated as of January 1, 1997, between Century
             and Bernard P. Gallagher (Filed as Exhibit 10.1 to Century's
             Quarterly Report on Form 10-Q for the quarterly period ended August
             31, 1997, and incorporated herein by reference.) (File No.
             0-16899).

   10.109*   Modification Agreement, dated as of June 1, 1998, between Century
             and Scott N. Schneider (Filed as Exhibit 10.44 to Century's Annual
             Report on Form 10-K for the fiscal year ended May 31, 1998 and
             incorporated by reference.) (File No. 0-16899).

   10.110*   Modification Agreement, dated as of June 1, 1998, between Century
             and Bernard P. Gallagher (Filed as Exhibit 10.45 to Century's
             Annual Report on Form 10-K for the fiscal year ended May 31, 1998
             and incorporated by reference.) (File No. 0-16899).

   10.111*   Employment Agreement, dated as of July 1, 1997, between Century and
             Leonard Tow (Filed as Exhibit 10.48 to Century's Annual Report on
             Form 10-K for the fiscal year ended May 31, 1998 and incorporated
             by reference.) (File No. 0-16899).

   10.112    Agreement and Plan of Merger, dated as of July 2, 1998, between
             Centennial Cellular Corp. and CCW Acquisition Corp (Filed as
             Exhibit 10.49 to Century's Annual Report on Form 10-K for the
             fiscal year ended May 31, 1998 and incorporated by reference.)
             (File No. 0-16899).
<PAGE>

   10.113    Ninth Supplemental Indenture, dated as of October 1, 1999 between
             Arahova Communications, Inc. ("Arahova") and U.S. Bank Trust
             National Association (the "Trustee"), successor trustee to Bank of
             America National Trust and Savings Association, to the Indenture,
             dated as of February 15, 1992 between Century Communications Corp.
             and the Trustee (Incorporated herein by reference is Exhibit 4.01
             to Form 10-Q for Arahova for the quarter ended November 30, 1999.)
             (File No. 0-16899).

   10.114    First Supplemental Indenture, dated as of October 1, 1999 between
             Arahova Communications, Inc. and U.S. Bank Trust National
             Association (the "Trustee"), to the Indenture, dated as of January
             15, 1998 between Century Communications Corp. and the Trustee
             (Incorporated herein by reference is Exhibit 4.02 to Form 10-Q for
             Arahova for the quarter ended November 30, 1999.) (File No.
             0-16899).


   10.115    Agreement of Limited Partnership of Century-TCI California
             Communications, L.P., dated as of December 7, 1999.**

   10.116    Credit Agreement dated as of December 3, 1999 among Century-TCI
             Califiornia, L.P., Certain Lenders, Societe Generale and Deutsche
             Bank Securities Inc., as Co-Syndication Agents, Salomon Smith
             Barney Inc. as Lead Arranger and Sole Book Manager, Mellon Bank,
             N.A. as Documentation Agent and Citibank, N.A. as Administrative
             Agent.**


   10.117    Agreement and Plan of Reorganization dated as of December 8, 1999,
             by and among Cablevision of the Midwest, Inc., Cablevision of the
             Midwest Holding Co., Inc. Adelphia General Holdings II, Inc. and
             the Registrant.**

   10.118    Asset Purchase Agreement dated as of December 8, 1999, by and among
             Telerama, Inc., Cablevision of Cleveland, L.P. and the
             Registrant.**

   10.119    Revolving Credit and Term Loan Agreement dated as of October 5,
             1999, among Harron Communications Corp, the Subsidiary Guarantors
             named therein, and the Agents and Lenders named therein.**

   10.120    Underwriting Agreement dated as of November 10, 1999, among the
             Underwriters and Representatives named therein and the Registrant,
             regarding the 9-3/8% Senior Notes due 2009 of the Registrant.**


   10.121    Amendment No. 2 to Amended Credit Facility of FrontierVision
             Operating Partners, L.P., dated as of July 15, 1999 (Incorporated
             herein by reference is Exhibit 10.21 to Form 10-K of FrontierVision
             Holdings, L.P. for the year ended December 31, 1999) (File No.
             333-36519).


   21.01     Subsidiaries of the Registrant.**


   23.01     Consent of Deloitte & Touche LLP (Filed herewith.).

   27.01     Financial Data Schedule (Filed herewith.).


   99.01     Material incorporated by reference into this Annual Report on Form
             10-K/A-2 of the Olympus Communications, L.P. and Olympus Capital
             Corporation Form 10-K for the year ended December 31, 1998.**


*      Denotes management contracts and compensatory plans and arrangements
       required to be identified by Item 14(a)(3).


**     Previously filed with the original Annual Report on Form 10-K filed on
       March 30, 2000.




      The Registrant will furnish to the Commission upon request copies of
instruments not filed herewith which authorize the issuance of long-term
obligations of Registrant or its Subsidiaries not in excess of 10% of the
Registrant's total assets on a consolidated basis.
<PAGE>


(b)   The Registrant filed Form 8-Ks dated September 30, October 1 (4 separate
      filings), October 25, November 23 and December 8, 1999, which reported
      information under Items 2, 5 and/or 7 thereof. No financial statements
      were filed with such Form 8-K reports, except that financial statements
      for acquired companies were filed under Item 7 in one of the Form 8-K
      reports dated October 1, 1999.

(c)   The Company hereby files as exhibits to this Annual Report on Form
      10-K/A-2 the exhibits set forth in Item 14(a)(3) hereof which are not
      incorporated by reference.

(d)   The Company hereby files as financial statement schedules to this Annual
      Report on Form 10-K/A-2 the financial statement schedules set forth in
      Item 14(a)(2) hereof.



<PAGE>


<TABLE>
<CAPTION>


                                             SCHEDULE I (Page 1 of 4)
                               ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                       Condensed Information as to the Financial Position of the Registrant
                                              (Dollars in thousands)
                                                                                            December 31,
                                                                                       1998*            1999*
                                                                                  ----------------  ---------------
ASSETS:
<S>                                                                               <C>               <C>
Investment in and net advances to cable television
  subsidiaries and related parties                                                $    1,144,919    $   6,899,934
Property and equipment - net                                                              28,889           26,854
Cash and cash equivalents                                                                    105              106
Other assets - net                                                                        67,346          372,678
                                                                                    --------------    -------------
          Total                                                                   $    1,241,259    $   7,299,572
                                                                                  ================  ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY):

Losses and distributions in excess of investments in and net advances
  to cable television subsidiaries                                                $      201,636    $     544,983
Parent debt                                                                            1,810,212        2,777,919
Other debt                                                                                 2,096            1,707
Accrued interest and other liabilities                                                    79,566           84,298
                                                                                  ----------------  ---------------
          Total liabilities                                                            2,093,510        3,408,907

Redeemable exchangeable preferred stock                                                  148,191          148,363

Stockholders' equity (deficiency) - see consolidated financial
  statements included herein for details                                              (1,000,442)       3,742,302
                                                                                    --------------    -------------
          Total                                                                   $    1,241,259    $   7,299,572
                                                                                  ================  ===============

<FN>
*As restated, see Note 14 to the Consolidated Financial Statements presented at
item 8.

</FN>

                         See notes to condensed financial information of the Registrant.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>


                                            SCHEDULE I (Page 2 of 4)
                              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                          Condensed Information as to the Operations of the Registrant
                                             (Dollars in thousands)
                                                                                    Nine Months
                                                                      Year Ended       Ended        Year Ended
                                                                      March 31,     December 31,   December 31,
INCOME:                                                                  1998          1998*           1999*
                                                                   -------------- -------------- ----------------
<S>                                                                <C>            <C>            <C>
Income from subsidiaries and affiliates                            $      65,369  $      68,011  $      129,265
                                                                   -------------- -------------- ----------------

EXPENSES:

Operating expenses and fees to subsidiaries                                2,144            316           2,037
Depreciation and amortization                                              7,408          4,106          11,480
Interest expense to subsidiaries and affiliates                           16,831         12,902          24,389
Interest expense to others                                               134,984        108,809         182,121
                                                                   -------------- -------------- ----------------
          Total                                                          161,367        126,133         220,027
                                                                   -------------- -------------- ----------------

Loss before gain on sale of investments, equity in
  net loss of subsidiaries and extraordinary items                       (95,998)       (58,122)        (90,762)

Gain on sale of investments                                                1,927             --           2,354
Equity in net loss of subsidiaries                                       (68,483)       (31,367)       (141,653)
                                                                   -------------- -------------- ----------------
Loss before extraordinary loss                                          (162,554)       (89,489)       (230,061)
Extraordinary loss on early retirement of debt (net of income
   taxes of $7,200 in 1999).                                             (11,325)        (4,337)        (10,658)
                                                                   -------------- -------------- ----------------
Net loss                                                                (173,879)       (93,826)       (240,719)
Dividend requirements applicable to preferred stock                      (18,850)       (20,718)        (41,963)
                                                                   -------------- -------------- ----------------
Net loss applicable to common stockholders                         $    (192,729) $    (114,544) $     (282,682)
                                                                   ============== ============== ================


<FN>

*As restated, see Note 14 to the Consolidated Financial Statements presented at
item 8.

</FN>

                        See notes to condensed financial information of the Registrant.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                             SCHEDULE I (Page 3 of 4)
                               ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                           Condensed Information as to the Cash Flows of the Registrant
                                              (Dollars in thousands)


                                                                                     Nine Months
                                                                     Year Ended         Ended          Year Ended
                                                                      March 31,     December 31,      December 31,
                                                                        1998            1998*            1999*
                                                                   -------------- ----------------  ---------------
<S>                                                               <C>            <C>              <C>
Cash flows from operating activities:
  Net loss                                                        $    (173,879) $       (93,826) $      (240,719)
    Adjustments to reconcile net loss to net cash (used for)
      provided by operating activities:

        Equity in net loss of subsidiaries                               68,483           31,367          141,653
        Gain on sale of investments                                      (1,927)              --           (2,354)
        Extraordinary loss on debt retirement                            11,325            4,337           10,658
        Depreciation and amortization                                     7,408            4,106           11,480
        Noncash interest expense                                          9,389              545           (2,792)
        Change in operating assets and liabilities:
           Other assets                                                   1,661           15,554           95,068
           Accrued interest and other liabilities                         2,814           22,062            9,858
                                                                  -------------- ----------------- ----------------
Net cash (used for) provided by operating activities                    (74,726)         (15,855)          22,852
                                                                  -------------- ----------------- ----------------

Cash flows from investing activities:
  Investments in and advances to subsidiaries
    and related parties - net                                          (539,459)        (664,629)      (2,801,906)
  Expenditures for property, plant and equipment                           (722)            (835)              --
  Proceeds from sale of investments                                      12,678               --            2,400
                                                                  -------------- ----------------- ----------------
Net cash used for investing activities                                 (527,503)        (665,464)      (2,799,506)
                                                                  -------------- ----------------- ----------------

Cash flows from financing activities:

  Proceeds from debt                                                    624,142          299,232        1,250,000
  Repayments of debt                                                   (232,421)         (70,488)        (279,891)
  Issuance of redeemable exchangeable preferred stock                   147,976               --               --
  Issuance of convertible preferred stock                                97,000               --               --
  Issuance of Adelphia Business Solutions Class A common stock               --          205,559          262,413
  Issuance of Class A common stock                                           --          275,880        1,215,999
  Issuance of Series D convertible preferred stock                           --               --          557,649
  Payments to acquire treasury stock                                         --               --         (149,401)
  Costs associated with issuance of Class A common stock                     --           (7,954)         (20,991)
  Preferred stock dividends paid                                        (14,787)         (15,843)         (41,898)
  Premium paid on early retirement of debt                              (12,153)          (2,095)          (5,603)
  Debt financing costs                                                   (7,522)          (2,970)         (11,622)
                                                                  -------------- ----------------- ----------------
Net cash provided by financing activities                               602,235          681,321        2,776,655
                                                                  -------------- ----------------- ----------------

Increase in cash and cash equivalents                                         6                2                1

Cash and cash equivalents, beginning of period                               97              103              105
                                                                  -------------- ----------------- ----------------
Cash and cash equivalents, end of period                          $         103  $           105  $           106
                                                                  ============== ================ =================
Supplemental disclosure of cash flow activity -
  Cash payments for interest                                      $     134,805  $        97,972  $       330,781
                                                                  ============== ================ =================

<FN>
*As restated, see Note 14 to the Consolidated Financial Statements presented at
item 8.

</FN>

                                    See notes to condensed financial information of the Registrant.

</TABLE>


<PAGE>


                            SCHEDULE I (Page 4 of 4)
              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
           Notes to Condensed Financial Information of the Registrant

                             (Dollars in thousands)

    1. Amounts advanced between Adelphia and related parties:

      Adelphia Communications Corporation ("Adelphia") has periodically advanced
to and borrowed funds from subsidiaries and affiliates. Adelphia and its
subsidiaries and affiliates charge interest on such amounts at rates ranging
from 3% to 16% with principal due upon demand five years after December 31,
1999.

     2.  Reclassifications:

      Certain prior period amounts have been reclassified to conform with the
current period presentation.


<PAGE>


<TABLE>
<CAPTION>

                                                        SCHEDULE II
                                    ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                             VALUATION AND QUALIFYING ACCOUNTS
                                                   (Dollars in thousands)

                                                 Balance at      Charged to                                        Balance
                                                  Beginning       Costs and     Deductions-                        at End
                                                  of Period       Expenses      Write-Offs     Acquisitions       of Period
                                               --------------  --------------  --------------  --------------  --------------
Year Ended March 31, 1998

<S>                                            <C>             <C>             <C>             <C>             <C>

Allowance for doubtful accounts                $      1,345    $      8,685    $      8,864    $         --    $      1,166
                                               ==============  ==============  ==============  ==============  ==============

Valuation allowance for deferred tax assets    $    359,285    $     48,775    $         --              --    $    408,060
                                               ==============  ==============  ==============  ==============  ==============

Nine Months Ended December 31, 1998

Allowance for doubtful accounts                $      1,166    $      8,765    $      7,078              --    $      2,853
                                               ==============  ==============  ==============  ==============  ==============

Valuation allowance for deferred tax assets    $    408,060    $     30,119    $         --              --    $    438,179
                                               ==============  ==============  ==============  ==============  ==============

Year Ended December 31, 1999

Allowance for doubtful accounts                $      2,853    $     12,642    $      1,097           3,398    $     17,796
                                               ==============  ==============  ==============  ==============  ==============

Valuation allowance for deferred tax assets    $    438,179    $     72,192    $         --        (256,768)   $    253,603
                                               ==============  ==============  ==============  ==============  ==============
</TABLE>



<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

<TABLE>

<S>                                                   <C>
                                                        ADELPHIA COMMUNICATIONS CORPORATION


December 18, 2000                                       By:   /s/ John J. Rigas
                                                              John J. Rigas,
                                                              Chairman, President and Chief Executive Officer

</TABLE>

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>

<S>                                                     <C>
December 18, 2000                                       /s/ John J. Rigas
                                                        John J. Rigas,
                                                        Director

December 18, 2000                                       /s/ Timothy J. Rigas
                                                        Timothy J. Rigas,
                                                        Executive Vice President, Chief Financial Officer,
                                                        Chief Accounting Officer, Treasurer and Director

December 18, 2000                                       /s/ Michael J. Rigas
                                                        Michael J. Rigas,
                                                        Executive Vice President, Operations and
                                                        Director

December 18, 2000                                       /s/ James P. Rigas
                                                        James P. Rigas,
                                                        Executive Vice President, Strategic Planning and  Director

December 18, 2000                                       /s/ Peter L. Venetis
                                                        Peter L. Venetis,
                                                        Director

December 18, 2000                                       /s/ Dennis P. Coyle
                                                        Dennis P. Coyle,
                                                        Director

December 18, 2000                                       /s/ Pete J. Metros
                                                        Pete J. Metros,
                                                        Director

December 18, 2000                                       /s/ Leslie J. Gelber
                                                        Leslie J. Gelber,
                                                        Director

December 18, 2000                                       /s/ Erland E. Kailbourne
                                                        Erland E. Kailbourne,
                                                        Director


</TABLE>