EXHIBIT 10.21

                                                  AMENDMENT NO. 2

                  AMENDMENT NO. 2 dated as of July 15, 1999, between
FRONTIERVISION OPERATING PARTNERS, L.P., a limited partnership duly organized
and validly existing under the laws of the State of Delaware (the "Company");
each of the Subsidiaries of the Company identified under the caption "SUBSIDIARY
GUARANTORS" on the signature pages hereto (individually, a "Subsidiary
Guarantor" and, collectively the "Subsidiary Guarantors" and, together with the
Company, the "Obligors"); and THE CHASE MANHATTAN BANK, in its capacity as
Administrative Agent pursuant to authority granted by the Majority Lenders
pursuant to Section 11.04 of the Credit Agreement (as defined below).

                  The Company, certain lenders, The Chase Manhattan Bank, as
Administrative Agent, J.P. Morgan Securities Inc., as Syndication Agent, and
CIBC Inc., as Documentation Agent, are parties to a Second Amended and Restated
Credit Agreement dated as of December 19, 1997 (as heretofore amended, the
"Credit Agreement"). The Obligors and the Administrative Agent (pursuant to the
authority granted by, and having obtained all necessary consents of, the
Majority Lenders) wish to amend the Credit Agreement in certain respects and,
accordingly, the parties hereto hereby agree as follows:

                  Section 1.  Definitions.  Except as otherwise defined in this
Amendment No. 2, terms defined in the Credit Agreement are used herein as
defined therein.

                  Section 2.  Amendments.  The Credit Agreement shall be amended
 as follows:


                  Section 2.01. Certain Defined Terms. Section 1.01 of the
Credit Agreement is amended by adding the following new defined terms (to the
extent not already included in said Section 1.01) and inserting the same in the
appropriate alphabetical locations, and amending the following defined terms (to
the extent already included in said Section 1.01) to read in their entirety, as
follows:

                  "1999 Acquisition Transaction" shall mean the acquisition by
         Adelphia pursuant to the Purchase Agreement dated as of February 22,
         1999 (the Purchase Agreement") among FrontierVision LP, FVP GP, L.P.,
         the Direct and Indirect Limited Partners of FrontierVision LP party
         thereto and Adelphia of all the partnership interests in FrontierVision
         LP.

                  "Adelphia" shall mean Adelphia Communications Corporation.
                   --------

                  "Change of Control" shall mean any event that requires the
         Company or FrontierVision Capital pursuant to the provisions of the
         Senior Subordinated Debt Documents (or any other agreement or
         instrument relating to or providing for any other Subordinated
         Indebtedness), or that requires FrontierVision Holdings, FrontierVision
         Holdings Capital Corporation or FrontierVision Holdings II Capital
         Corporation pursuant to the Senior Discount Debt Documents, to redeem
         or repurchase, or make an offer to redeem or repurchase, all or any
         portion of the Subordinated Indebtedness, or the Senior Discount Debt,
         as a result of a change of control (as defined in the Senior
         Subordinated Debt Documents or any other agreement or instrument
         relating to or providing for any other Subordinated Indebtedness or the
         Senior Discount Debt Documents), provided that the term "Change of
         Control" shall not include any such event that occurs as a result of
         the 1999 Acquisition Transaction.

                  "Debt Ratio" shall mean, as at any date (but subject in any
         event to the provisions of Section 8.10(e) hereof), the ratio of:

                           (a) the sum of the aggregate amount of all
                  Indebtedness (other than Junior Subordinated Indebtedness) of
                  the Company and its Restricted Subsidiaries and all letters of
                  credit contemplated by Section 8.07(e) hereof, but excluding
                  all performance bonds contemplated by said Section as at such
                  date minus, for purposes of Section 8.10(b) only (and not for
                  purposes of the definition of "Applicable Margin"), for any
                  date on or before March 30, 2000, $20,000,000 to

                           (b) the product of EBITDA for the fiscal quarter
                  ending on, or most recently ended prior to such date times
                  four.

                  "Debt Service" shall mean, for any period, the sum, for the
        Company and its Restricted Subsidiaries (determined on a consolidated
        basis without duplication in accordance with GAAP), of the following:
        (a) in the case of Loans under this Agreement, the aggregate amount of
        payments of principal of such Loans that, giving effect to Commitment
        reductions or terminations scheduled to be made during such period
        pursuant to Section 2.03 hereof, were required to be made pursuant to
        Section 3.01 hereof during such period plus (b) in the case of all other
        Indebtedness, all regularly scheduled payments or prepayments of
        principal of such Indebtedness (including, without limitation, the
        principal component of any payments in respect of Capital Lease
        Obligations but excluding prepayments of principal in respect of Junior
        Subordinated Indebtedness) made or payable during such period plus (c)
        all Interest Expense for such period (excluding, however, non-cash
        amortization of loan facility fees and other deferred debt costs, in
        each case to the extent included in determining Interest Expense for
        such period).

                  "Initial Equityholders" shall mean, collectively, (i) J.P.
         Morgan Investment Corp., (ii) 1818 II Cable Corp., (iii) Olympus Cable
         Corp., (iv) First Union Capital Partners, Inc., (v) any Control
         Affiliate of any of the foregoing entities, (vi) any limited
         partnership of which any Control Affiliate of any of the foregoing
         entities is the sole general partner (so long as the aggregate equity
         interests of FrontierVision LP that shall have been transferred to all
         such limited partnerships by any such entity shall not exceed 25% of
         the aggregate equity interests held by such entity in FrontierVision
         LP) and (vii) following consummation of the 1999 Acquisition
         Transaction, Adelphia.

                  "Interest Expense" shall mean, for any period, the sum, for
         the Company and its Restricted Subsidiaries (determined on a
         consolidated basis without duplication in accordance with GAAP), of the
         following: (a) all interest in respect of Indebtedness (including,
         without limitation, the interest component of any payments in respect
         of Capital Lease Obligations but excluding all interest in respect of
         Junior Subordinated Indebtedness) accrued or capitalized during such
         period (whether or not actually paid during such period) plus (b) the
         net amount payable (or minus the net amount receivable) under Interest
         Rate Protection Agreements during such period (whether or not actually
         paid or received during such period).

                  "Junior Subordinated Indebtedness" shall mean the Indebtedness
         of the Company in respect of junior subordinated notes, in the form
         attached hereto as Exhibit J, issued from time to time to Adelphia.

                  "Subordinated Indebtedness" shall mean, collectively, (i) the
         Indebtedness of the Company and FrontierVision Capital in respect of
         the senior subordinated notes of the Company and FrontierVision Capital
         due 2006 issued pursuant to the Senior Subordinated Debt Indenture and
         (ii) the Junior Subordinated Indebtedness."

                  Section 2.02. EBITDA. Paragraph (b) of the definition EBITDA
in Section 1.01 of the Credit Agreement is hereby amended to read in its
entirety as follows:

                  "(b) all operating expenses for such period, including,
         without limitation, technical, programming, selling and general
         administration expenses incurred by the Company and its Restricted
         Subsidiaries during such period, but excluding (to the extent included
         in operating expenses) depreciation, amortization, Interest Expense,
         interest in respect of Junior Subordinated Indebtedness, any non-cash
         charges (including, without limitation, non-cash pension expenses and
         any Tax Payment Amount for the relevant period), any non-recurring
         expenses incurred in connection with the 1999 Acquisition Transaction,
         including but not limited to employee severance expenses (provided that
         such expenses are recognized in accordance with GAAP prior to the
         fiscal year ending December 31, 1999) plus"

                  Section 2.03.  Financial Statements Etc.  Section 8.01 (a),
(b) and (f) of the Credit Agreement are hereby amended to read their entirety as
follows:

                  "(a) as soon as available and in any event within 90 days
         after the end of each of the first three quarterly fiscal periods of
         each fiscal year of the Company, consolidated statements of income,
         changes in partners' capital and cash flows of the Company and its
         Subsidiaries (and, separately stated, for the Company and its
         Restricted Subsidiaries) for such period and for the period from the
         beginning of the respective fiscal year to the end of such period, and
         the related consolidated balance sheets of the Company and its
         Subsidiaries (and, separately stated, for the Company and its
         Restricted Subsidiaries) as at the end of such period, setting forth in
         each case in comparative form the corresponding consolidated figures
         for the corresponding periods in the preceding fiscal year (except
         that, in the case of balance sheets, such comparison shall be to the
         last day of the prior fiscal year), accompanied by a certificate of a
         Senior Officer, which certificate shall state that said consolidated
         financial statements fairly present the consolidated financial
         condition and results of operations of the Company and its Subsidiaries
         (or the Company and its Restricted Subsidiaries, as the case may be),
         in each case in accordance with generally accepted accounting
         principles, consistently applied, as at the end of, and for, such
         period (subject to normal year-end audit adjustments), provided that
         the requirements of this Section 8.01(a) with respect to financial
         statements of the Company and its Subsidiaries may be satisfied by
         delivery by the Company (in accordance with this Section 8.01(a)) of
         the Company's quarterly report filed on Form 10-Q with the Securities
         and Exchange Commission;

                  (b) as soon as available and in any event within 120 days
         after the end of each fiscal year of the Company, consolidated
         statements of income, changes in partners' capital and cash flows of
         the Company and its Subsidiaries (and, separately stated, for the
         Company and its Restricted Subsidiaries) for such fiscal year and the
         related consolidated balance sheets of the Company and its Subsidiaries
         (and, separately stated, for the Company and its Restricted
         Subsidiaries) as at the end of such fiscal year, setting forth in each
         case in comparative form the corresponding consolidated figures for the
         preceding fiscal year, accompanied by an opinion thereon of independent
         certified public accountants of recognized national standing, which
         opinion shall state that said consolidated financial statements fairly
         present the consolidated financial condition and results of operations
         of the Company and its Subsidiaries (or the Company and its Restricted
         Subsidiaries, as the case may be) as at the end of, and for, such
         fiscal year in accordance with generally accepted accounting
         principles, and a statement of such accountants to the effect that, in
         making the examination necessary for their opinion, nothing came to
         their attention that caused them to believe that the Company was not in
         compliance with Sections 8.07, 8.08, 8.09 or 8.10 hereof as at the end
         of such fiscal year, insofar as such Sections relate to accounting
         matters in accordance with generally accepted accounting principles,
         consistently applied, as at the end of, and for, such fiscal year,
         provided that the requirements of this Section 8.01(b) with respect to
         financial statements of the Company and its Subsidiaries may be
         satisfied by delivery by the Company (in accordance with this Section
         8.01(b)) of the Company's annual report filed on Form 10-K with the
         Securities and Exchange Commission;

                  (f)  concurrently with the delivery of financial statements
         referred to in paragraphs (a) and (b) above, a Quarterly Officer's
         Report as at the end of such periods;"

                  Section 2.04. Indebtedness. Section 8.07 of the Credit
Agreement is hereby amended by deleting the word "and" at the end of paragraph
(e) thereof, adding the word "and" at the end of paragraph (f) thereof and by
adding new paragraph (g) at the end thereof to read in its entirety as follows:

                  "(g) Junior Subordinated Indebtedness."

                  Section 2.05. Subordinated Indebtedness; Other Equity
Interests. Section 8.13(b) of the Credit Agreement is hereby amended by adding
the following paragraph at the end thereof to read in its entirety as follows:

                  "Notwithstanding the foregoing, the Company may make payments
         in respect of principal and interest on Junior Subordinated
         Indebtedness if at the time of such payments and after giving effect
         thereto (i) the Debt Ratio shall not exceed 5.00 to 1, and (ii) at the
         time of such payments and after giving effect thereto no Default shall
         have occurred and be continuing."

                  Section 2.06.  Events of Default.  Sections 9(m)(ii) and (iii)
of the Credit Agreement shall be amended to read in their entirety as follows:

                  "(ii) at any time prior to the consummation of the 1999
         Acquisition Transaction, either James Vaughn or John S. Koo shall, for
         any reason, cease to be actively involved in the day to day management
         and operation of the Company and its Subsidiaries (and Persons with
         equivalent knowledge and experience in the cable television industry
         reasonably acceptable to the Majority Lenders are not appointed to
         replace one or both of the them within 90 days thereof); or

                  "(iii) prior to a Qualified Public Offering, either (x) the
         Initial Equityholders shall cease to own, collectively, on a
         fully-diluted basis (in other words, giving effect to the exercise of
         any warrants, options and conversion and other rights), equity
         interests representing at least 51% of the aggregate fair market value
         (or, if greater, the aggregate liquidation value) of the equity
         interests of all classes of FrontierVision LP or (y) James Vaughn or
         John S. Koo shall sell, transfer, hypothecate or otherwise dispose of
         more than 50% of their direct or indirect economic interest in
         FrontierVision LP (other than any transfer to the spouse of either of
         such individuals, to his immediate family members, to trusts for the
         benefit of such spouse or immediate family members or pursuant to the
         1999 Acquisition Transaction); or"

                  Section 2.07.  Exhibits.  The Credit Agreement shall be
amended by adding Exhibit J thereto to read in its entirety as Exhibit J hereto.

                  Section 3.  Miscellaneous.  Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 2 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 2 by signing any such
counterpart. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.


<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed and delivered as of the day and year first
above written.

FRONTIERVISION OPERATING
PARTNERS, L.P.

By: FrontierVision Holdings, L.P., as general partner
of FrontierVision Operating Partners, L.P.

By: FrontierVision Partners, L.P., as general partner of
FrontierVision Holdings, L.P.

By: FVP GP, L.P., as general partner of
FrontierVision Partners, L.P.

By: FrontierVision Inc., as general
partner of FVP GP, L.P.



By____________________________
Title:

                              SUBSIDIARY GUARANTORS

                  By its signature below each Subsidiary Guarantor (i) consents
to the foregoing Amendment No. 2 and confirms that the obligations of the
Company under the Credit Agreement as herein amended and under the Notes (if
any) and in respect of Pari Passu Obligations are entitled to the benefits of
the Subsidiary Guarantee Agreement executed by each Subsidiary Guarantor,
respectively, (and shall constitute "Guaranteed Obligations" (as defined in such
Subsidiary Guarantee Agreement) under and for all purposes of such Subsidiary
Guarantee Agreement) and (ii) together with the Administrative Agent (acting
with the consent of the Majority Lenders under the Credit Agreement) agrees that
references in such Subsidiary Guarantee Agreement to the "Credit Agreement"
shall be deemed to be references to the Credit Agreement as amended herein.

FRONTIERVISION CAPITAL                FRONTIERVISION CABLE NEW ENGLAND, INC.
  CORPORATION

By____________________________        By____________________________
    Title:                            Title:


ADMINISTRATIVE AGENT

THE CHASE MANHATTAN BANK,
as Administrative Agent

By____________________________
Title:




<PAGE>



                                                                       EXHIBIT J

                       [Form of Junior Subordinated Note]

                                             Junior Subordinated Note of
                                       FrontierVision Operating Partners, L.P.
                                               due ___________, _____



$------------                                               ------------, ----
                                                            New York, New York

                  FrontierVision Operating Partners, L.P., a limited partnership
duly organized and validly existing under the laws of the State of Delaware (the
"Maker"), for value received, hereby promises to pay to [________] (the "Payee")
the principal sum of [AMOUNT IN WORDS] ($___________) on ___________, ____ [not
to be earlier than one year after the latest maturity of all Loans under the
Credit Agreement], subject to the terms and conditions hereinafter set forth.

                  Section 1. Payment. The Maker shall pay the principal of this
Junior Subordinated Note in immediately available funds at the offices of the
Payee at ________________________ or at such other place as the Payee shall
designate in writing.

                  If any principal of this Junior Subordinated Note shall become
due and payable on any date other than a business day at the place of payment,
the time for the payment thereof shall be extended to the immediately succeeding
business day.

                  Notwithstanding anything to the contrary herein contained, the
Maker may make payments of principal hereunder only at such times and to the
extent permitted under the Credit Agreement. As used herein, the term "Credit
Agreement" shall mean, collectively, (i) the Second Amended and Restated Credit
Agreement dated as of December 19, 1997, between the Maker, certain lenders, The
Chase Manhattan Bank as Administrative Agent, J.P. Morgan Securities Inc. as
syndication agent and CIBC Inc. as documentation agent, and (ii) any extension,
renewal, increase, modification or restatement thereof, or any agreement
refinancing any of the indebtedness thereunder, in each case as the same shall
from time to time be successively extended, renewed, increased, modified,
restated or refinanced.

                  Section 2. Interest. This Junior Subordinated Note shall bear
interest at the rate of [a market interest rate, subject to approval of the
Administrative Agent], which interest shall be payable only at such times and to
the extent permitted by the Credit Agreement.

                  Section 3. Prepayment. The Maker may prepay this Junior
Subordinated Note, at any time in whole or in part without penalty or premium,
provided that no such prepayment shall be made to the extent not expressly
permitted under the Credit Agreement.

                  Section 4. Subordination. Anything in this Junior Subordinated
Note to the contrary notwithstanding, the indebtedness evidenced by this Junior
Subordinated Note shall be subordinate and junior in right of payment, to the
extent and in the manner hereinafter set forth, to all indebtedness or other
liabilities of the Maker outstanding from time to time including, without
limitation, (x) the Maker's obligation to principal, interest and other amounts
under the Credit Agreement, and (y) any interest accruing after the commencement
of any proceedings referred to in clause (ii) below, whether or not such
interest is an allowed claim in such proceeding (all such indebtedness or other
liabilities and interest being herein called "Senior Indebtedness"):

                  (i) The holders of Senior Indebtedness shall be entitled to
         receive payment in full in cash of all amounts constituting Senior
         Indebtedness before the Payee is entitled to receive any payment on
         account of this Junior Subordinated Note, provided that the Maker may
         make, and the Payee shall be entitled to receive and retain from time
         to time, payments and prepayments in respect of the principal and
         interest of this Junior Subordinated Note to the extent permitted under
         Sections 1, 2 or 3 above.

                  (ii) In the event of any insolvency or bankruptcy proceedings,
         and any receivership, liquidation, reorganization or other similar
         proceedings in connection therewith, relative to the Maker or to its
         creditors, as such, or to its property, and in the event of any
         proceedings for voluntary liquidation, dissolution or other winding up
         of the Maker, whether or not involving insolvency or bankruptcy, then
         the holders of Senior Indebtedness shall be entitled to receive payment
         in full of all amounts constituting Senior Indebtedness before the
         Payee is entitled to receive, or make any demand for, any payment on
         account of this Junior Subordinated Note, and to that end the holders
         of Senior Indebtedness shall be entitled to receive for application in
         payment thereof any payment or distribution of any kind or character,
         whether in cash or property or securities.

                  (iii) If any payment or distribution of any character, whether
         in cash, securities or other property, in respect of this Junior
         Subordinated Note shall (despite these subordination provisions) be
         received by the Payee before all Senior Indebtedness shall have been
         paid in full in cash, such payment or distribution shall be held in
         trust for the benefit of, and shall be paid over or delivered to, the
         holders of Senior Indebtedness (or their representatives), ratably
         according to the respective aggregate amounts remaining unpaid thereon,
         to the extent necessary to pay all Senior Indebtedness in full.

                  No present or future holder of Senior Indebtedness shall be
prejudiced in its right to enforce subordination of this Junior Subordinated
Note by any act or failure to act on the part of the Maker or by any act or
failure to act, in good faith on the part of such holder or any trustee or agent
for such holder. The foregoing provisions are solely for the purpose of defining
the relative rights of the holders of Senior Indebtedness on the one hand, and
the Payee on the other hand, and nothing herein shall impair, as between the
Maker and the Payee, the obligation of the Maker, which is unconditional and
absolute, to pay to the Payee the principal hereof in accordance with the terms
hereof, nor shall anything herein prevent the Payee from exercising all remedies
otherwise permitted by applicable law in respect hereof, subject to the rights,
if any, under this Junior Subordinated Note of holders of Senior Indebtedness to
receive cash, property or securities otherwise payable or deliverable to the
Payee.

                  Section 5. Subrogation. The Payee shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of, interest on, and other amounts owing
pursuant to, the Senior Indebtedness shall be paid in full in cash. For purposes
of such subrogation, no payments or distributions to the holders of Senior
Indebtedness of any cash, property or securities to which the Payee would be
entitled except for the provisions of Section 4, and no payments over pursuant
to the provisions of Section 4 to the holders of Senior Indebtedness by the
Payee, shall, as between the Maker, its creditors other than holders of Senior
Indebtedness, and the Payee, be deemed to be a payment or distribution by the
Maker to or on account of the Senior Indebtedness.

                  Section 6. Defaults. If after payment in full in cash of the
Senior Indebtedness, any payment is not made when due hereunder, the Payee may
declare all amounts owing under this Junior Subordinated Note due and payable,
provided that if after repayment in full of the Senior Indebtedness, any
payments of Senior Indebtedness shall at any time be rescinded or otherwise must
be returned by the holder of any Senior Indebtedness, such demand, if made,
shall be automatically rescinded.

                  THIS JUNIOR SUBORDINATED NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

By: FrontierVision Partners, L.P., as general partner of
FrontierVision Holdings, L.P.

By: FVP GP, L.P., as general partner of
FrontierVision Partners, L.P.

By: FrontierVision Inc., as general
partner of FVP GP, L.P.


By______________________
Title: