EXHIBIT
10.03.2  AMENDMENT TO
MASTER RECIPROCAL SETTLEMENT AGREEMENT  This Amendment to Master Reciprocal
Settlement Agreement (this Amendment) is dated as of April  7, 2004,
by and between Adelphia Communications Corporation, a Delaware corporation (ACC),
debtor-in-possession, and Adelphia Business Solutions, Inc., a Delaware
corporation, d/b/a TelCove (TelCove),
debtor-in-possession, and is pursuant to the terms of the Global Settlement
Agreement dated as of February 21, 2004, between ACC and TelCove (the Global
Agreement).  W
I  T  N  E  S  S  E  T  H:  WHEREAS, ACC and TelCove are
parties to the Master Reciprocal Settlement Agreement (together with all
Exhibits, Annexes and Schedules), dated as of December 3, 2003 (the Master
Agreement);  WHEREAS, pursuant to the
terms of the Global Agreement, ACC and TelCove have agreed to amend the Master
Agreement to eliminate certain indemnification provisions thereof and to modify
certain Schedules to certain of the Reciprocal Annex Agreements; and  WHEREAS, pursuant to Section
9.6 of the Master Agreement, ACC and TelCove may modify the Master Agreement in
writing.  NOW, THEREFORE, in
consideration of the mutual representations, warranties, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and subject to the
terms and conditions hereof, the parties, intending to be legally bound, hereby
agree as follows:  SECTION 1.   DEFINITIONS  In addition to the
defined terms in the preamble and recitals above, any other capitalized term
used, but not otherwise defined, herein has the meaning given to such term in
the Master Agreement.  SECTION 2.   AMENDMENTS
TO THE MASTER AGREEMENT  A.            Amendments to
Section 1.1.  (1)           The following
defined terms are amended and restated in Section 1.1 of the Master
Agreement:  Capped Damages
means Damages with respect to which a party and its Representatives shall be
entitled to indemnity pursuant to Section 7.2(a) (iv) or (v), or
Section 7.2(b) (iv) or (v).  Master Agreement
means this Master Reciprocal Settlement Agreement (together with all Exhibits,
Annexes and Schedules).


(2)           The following defined
terms are added to Section 1.1 of the Master Agreement:  Amendment means
the Amendment to Master Reciprocal Settlement Agreement, dated as of April    , 2004,
between ACC and TelCove.  Global Agreement
means the Global Reciprocal Settlement Agreement dated as of February 21, 2004,
between ACC and TelCove.  Virginia Assets
means the ACC Assets and the TelCove Assets (as defined in the Asset
Reconciliation Agreement) located in Virginia and all Shared Contracts related
to such assets, and the Acquired Assets located in Virginia and all Assumed Contracts
and Assumed Liabilities related to such assets.  B.            Amendments to
Section 1.2.  The following term is added
to the table in Section 1.2 of the Master Agreement:  Term
  
  Section
  or AnnexVirginia Ring Closing
  
  Section 2.3(a)  C.            Amendments to
Section 2.3(a).  The following is
added to the end of Section 2.3(a) of the Master Agreement:  Notwithstanding anything else contained in
Section 2.3(a), the parties agree that subject to the satisfaction of the
conditions precedent to the obligations of the parties set forth in
Article V as such conditions apply solely with respect to the Virginia
Assets, the parties shall cooperate in good faith to effect, prior to the
Closing, the consummation of the transactions contemplated by the Master
Agreement as such transactions pertain to the Virginia Assets (the Virginia
Ring Closing).  In the event that
the Virginia Ring Closing occurs, the Schedules to the Reciprocal Annex
Agreements shall be modified for purposes of the Reciprocal Annex Agreements that
shall be effective as of such closing to include only the following:  Asset
Reconciliation Agreement  only ACC Assets and TelCove
Assets located in Virginia, and Shared Contracts that relate to such assets;  Conveyance
Agreement  only Acquired Assets located in Virginia
and the Assumed Contracts, Assumed Liabilities and Cure Amounts that relate to such
Acquired Assets;  IRU Agreement
 only IRUs for IRU Segments located in Virginia;  Sheathing/Overlash
Agreement  only S/O Rights for S/O Segments located
in Virginia;  Maintenance
Agreement  only the maintenance obligations for Segments
located in Virginia; and  Collocation
Agreement  only Site Space located in Virginia.  2


In the event that the Virginia Ring Closing
occurs, then upon the subsequent Closing, the ACC Parties and the TelCove
Parties shall amend the Schedules to the Reciprocal Annex Agreements as of the
Closing Date to include, as provided for in the Reciprocal Annex Agreements and
as referred to above, the ACC Assets, TelCove Assets, Shared Contracts,
Acquired Assets, Assumed Contracts, Assumed Liabilities, Cure Amounts, IRUs,
S/O Rights, maintenance obligations and Site Space in areas other than
Virginia, as such Schedules shall have been agreed to by the parties pursuant
to Section 4.10 hereof.  D.            Amendments to
Article VII.  Article VII of the
Master Agreement is amended by deleting clause (vi) to Sections 7.2(a) and
7.2(b), and clause (ii) to Section 7.4(c).  E.             Addition to
Schedules A to the IRU Agreement and Maintenance Agreement.  The parties agree that Schedule A
to the IRU Agreement shall be modified to include IRUs for four fibers on the
Segments described on Exhibit I to this Amendment, and Schedule
A to the Maintenance Agreement shall be modified as described on Exhibit I
to this Amendment to cover the parties obligations under the Maintenance
Agreement with respect to such Segments for which TelCove shall receive such IRUs.  SECTION 3.   REFERENCES
TO THE MASTER AGREEMENT.  On and after the date hereof, each reference in the Master Agreement to
this Master Agreement, hereunder, hereof, herein or words of like
import, shall mean and be a reference to the Master Agreement, as amended
hereby.  Except as amended hereby, the
Master Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.  SECTION 4.   MISCELLANEOUS  A.            Controlling
Contract.  Except for the specific
amendments and other understandings set forth herein with respect to which this
Amendment shall be controlling, this Amendment shall be subject to and
controlled by the terms of the Master Agreement.  B.            Counterparts.  This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopy shall be as effective as delivery
of a manually executed counterpart of this Amendment.  In proving this Amendment has been executed
by a party against which enforcement is sought, it shall not be necessary to
produce or account for more than one such counterpart signed by such party.  [Remainder
of Page Intentionally Left Blank]  3


IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered by the
duly authorized officers of ACC and TelCove as of the date first above written.  ACC Parties:
  
  TelCove Parties:Adelphia Communications
  Corporation
  
  Adelphia Business Solutions, Inc., d/b/aTelCoveBy:
  /s/ Joe W. Bagan
  
  
  By:
  /s/ Robert E. GuthJoe
  W. Bagan, Senior Vice President &
  Chief Administrative Officer
  
  
  Robert
  E. Guth, President & Chief
  Executive Officer  4