EXHIBIT 10.13.2

AMENDMENT
TO THE AGREEMENT
OF
LIMITED PARTNERSHIP
OF CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.

This Amendment (the "Amendment") to the Agreement of Limited Partnership (the "Agreement"), dated as of December 7, 1999, of Century-TCI
California Communications, L.P. (the "partnership"), by and among Century Exchange LLC ("Century") and TCI California Holdings, LLC ("TCI") is made and entered into as of June 25, 2002.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

WHEREAS,
Century and TCI desire to amend certain sections of the Agreement.

NOW,
THEREFORE, for good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees as follows:

ARTICLE I
AMENDMENT

The Agreement is hereby amended as follows:

1.1   The
following provisions shall be added to Article 5 of the Agreement:



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1.2   The
following provision shall be added to Article 9 of the Agreement:



ARTICLE II
MISCELLANEOUS

2.1Governing Law.    This Amendment and the rights of the parties hereunder shall be governed by and interpreted
in accordance with the law of the State of Delaware.

2.2Effectiveness of the Agreement.    Except as amended hereby, the Agreement shall continue in full force and
effect and all obligations of Century and the limitations on the rights and powers of Century contained in the Agreement, including but not limited to those set for in Sections 5.1 and 5.9, shall bind
Century and be enforceable by TCI notwithstanding any chapter 11 or other bankruptcy proceeding affecting Century or the Partnership or any other Affiliate of ACC.

2.3Authorization of DIP; Reservation of Rights.    Except as expressly set forth in this Amendment, Century and
its Affiliates, AT&T Broadband LLC and TCI reserve all rights under or in respect of the Century TCI Group, including all rights under the Bankruptcy Code (including the right to seek the appointment
of a trustee or examiner) and under any of the agreements relating to the Century TCI Group. TCI hereby (x) authorizes under the terms of the Partnership Agreement and any similar organic
agreement in respect of any Subsidiary of the Partnership (collectively, the "Organic Documents"), and (y) waives any claim or objection that arises under the terms of the Organic Documents to
(A) the execution, delivery and performance of the DIP financing documents in the form approved by the bankruptcy court at the preliminary hearing on approval of the DIP financing documents
(the "Interim Hearing") and to any and all actions of the Partnership to effect amendments, modifications, waivers and supplements thereto (other than those of the type set forth on Schedule I
to this Amendment) (the DIP financing documents in such form, giving effect to amendments, modifications, waivers and supplements thereto other than of the type set forth on Schedule I to this
Amendment, referred to as the "Authorized DIP Documents"), and (B) the Century TCI Group's entering into, borrowing under, making inter-company loans as described in the Cash Management
Protocol (as defined in the Authorized DIP Documents) and/or performing obligations under the

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Authorized
DIP Documents without the consent of TCI;provided,however, that this authorization and
waiver shall not preclude TCI from asserting claims and objections (i) arising other than pursuant to the Organic Documents, or (ii) under principles of applicable law (including, to the
extent applicable, state law and the Bankruptcy Code), including but not limited to principles that impose fiduciary duties on a general partner or manager. The foregoing authorization and waiver by
TCI shall be binding on TCI regardless of the effectiveness, or any termination of the effectiveness, of this Agreement.

2.4Court Approval.    TCI and Century shall use their commercially reasonable best efforts to obtain an order or
orders, not later than the date ten days prior to the entry of an order approval the final DIP financing, satisfactory in form and substance to TCI approving (a) the retention and authority of
the Independent Advisor and (b) the enforceability and binding effect of (i) this Amendment and (ii) the governance provisions contained in the Agreement.

2.5Supercedes Other Agreements.    In the event that this Amendment conflicts with or contradicts any term or
provision of the Management Agreement or any other agreement between any member of the Century TCI Group and ACC or any of its Subsidiaries or other Affiliates, the terms and provisions of this
Amendment shall govern.

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IN
WITNESS WHEREOF, this Amendment to the Agreement of Limited Partnership of Century-TCI California Communications, L.P. has been executed and delivered by the duly
authorized person of the undersigned.

| |  | CENTURY EXCHANGE LLC                                       
| |  | -----------------------------------------------------------
| |  | By:                                                        
| |  | By:                                                        
| |  | TCI CALIFORNIA HOLDINGS, LLC                               
| |  | By:                                                        
| |  | By:                                                        
| |  | FOR PURPOSES OF SECTION 9.4 ONLY:                          
| |  | ADELPHIA COMMUNICATIONS CORPORATION,
A DELAWARE CORPORATION
| |  | By:                                                        

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