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

                                   FORM 10-K/A

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

                      For the year ended December 31, 2000

____ Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                 For the transition period from _____ to ______

                         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
               (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 $.01 per
share, held by non-affiliates of the registrant at March 29, 2001 was $5.1
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, 2001, 153,439,270 shares of Class A common stock, par value $0.01
per share, and 19,235,998 shares of Class B common stock, par value $0.01 per
share, 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>


         The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 2000 as set forth in the pages attached hereto:

        PART III

        Item 10.  Directors and Executive Officers of the Registrant

        Item 11.  Executive Compensation

        Item 12.  Security Ownership of Certain Beneficial Owners and Management

        Item 13.  Certain Relationships and Related Transactions

                                   SIGNATURES

         Pursuant to the requirements 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.



                                            ADELPHIA COMMUNICATIONS CORPORATION



April 30, 2001                              By:   /s/ Timothy J. Rigas
                                                 -------------------------------
                                                 Timothy J. Rigas
                                                 Executive Vice President, Chief
                                                 Financial Officer, Chief
                                                 Accounting Officer, Treasurer
                                                 and Director



<PAGE>


Item 10.  Directors and Executive Officers of the Registrant

         The  information  set forth in Part I under the caption  "Executive
Officers of the Registrant" is incorporated herein by reference. All of the
following directors were first elected or appointed as directors in 1986 except
for Mr. Dennis Coyle, Mr. Leslie J. Gelber, Mr. Peter L. Venetis and Mr. Erland
E. Kailbourne. Mr. Coyle was first elected as a director of the Company in 1995
and Mr. Gelber, Mr. Venetis and Mr. Kailbourne were first elected as directors
of the Company in 1999.


John J. Rigas
Age 76

         John J. Rigas is the founder, Chairman, President and Chief Executive
Officer of Adelphia and is President of its subsidiaries. He is also Chairman
and a director of Adelphia Business Solutions, Inc. ("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 John J.
Rigas family or entities controlled by them ("the Rigas Family"). Mr. Rigas has
owned and operated cable television systems since 1952. Among 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, and is the father-in-law of Peter Venetis who also
serves as a director of the Company.


Michael J. Rigas
Age 47

         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, Secretary and a director 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.

<PAGE>



Timothy J. Rigas
Age 44

         Timothy J. Rigas is Executive Vice President, Chief Financial Officer,
Chief Accounting Officer and Treasurer of Adelphia and its subsidiaries. He is
also Vice Chairman, Chief Financial Officer and Treasurer and a director 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
Age 43

         James P. Rigas is Executive Vice President, Strategic Planning of
Adelphia and is a Vice President of its subsidiaries. He also serves as Vice
Chairman, President, Chief Executive Officer and Chief Operating Officer and a
director 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.


Pete J. Metros
Age 60

         Pete J. Metros became a director of Adelphia on November 4, 1986.  Mr.
Metros has been President and a member of the Board of Directors of Rapistan
Demag Corporation, a subsidiary of Mannesmann AG, since December 1991. From
August 1987 to December 1991, he was President of Rapistan Corp., the
predecessor of Rapistan Demag Corporation, and of Truck Products Corp., both of
which were major subsidiaries of Lear Siegler Holdings Corp. From 1980 to August
1987, Mr. Metros was President of the Steam Turbine, Motor & Generator Division
of Dresser-Rand Company. From 1964 to 1980, he held various positions at the
General Electric Company, the last of which was Manager of Manufacturing for the
Large Gas Turbine Division. Mr. Metros is also on the Board of Directors of
Adelphia Business Solutions, and Borroughs Corporation of Kalamazoo, Michigan.
Mr. Metros received a BS degree from the Georgia Institute of Technology in
1962.




<PAGE>




Dennis P. Coyle
Age 62

         Dennis P. Coyle is General  Counsel and Secretary of FPL Group,  Inc.
and Florida Power & Light Company. Mr. Coyle was named General Counsel of FPL
Group, Inc. and Florida Power & Light Company in 1989, and assumed the
additional title and responsibilities of Secretary of such companies in 1991. He
graduated from Dartmouth College in 1960 and received his law degree from
Columbia University in 1965.

Leslie J. Gelber
Age 44

         Leslie J. Gelber has been  President and Chief  Operating  Officer of
Caithness Corporation since January 1, 1999. Prior to this position, Mr. Gelber
was President of Cogen Technologies, Inc. from July 1998 until December 1998.
From 1993 until July 1998, Mr. Gelber was the President of ESI Energy, Inc., a
former subsidiary of FPL Group, Inc. Prior to joining ESI, Mr. Gelber was the
Director of Corporate Development for FPL Group and was Chairman of FPL Group's
cable television subsidiary and President of its information services
subsidiary. Mr. Gelber received a B.A. degree from Alfred University in 1977 and
a Master's degree in business administration from the University of Miami in
1978.

Peter L. Venetis
Age 43

         Peter L. Venetis is Managing  Partner of Praxis Capital  Ventures,  a
private equity investment firm providing growth capital to emerging companies in
the telecommunications, digital media and related industries. Praxis Capital
Ventures is a subsidiary of Adelphia. Mr. Venetis was President and Chief
Executive Officer of the Atlantic Bank of New York from March 1992 to April
2000. Prior to this position, Mr. Venetis was a Director in the Leveraged
Finance Group at Salomon Brothers, Inc. where he was employed from 1985 to 1992.
Mr. Venetis is also a board member of Atlantic Bank of New York and is a Trustee
of the Churchill School and Center in Manhattan. Mr. Venetis graduated from
Columbia University (cum laude) in 1979 and received his MBA in Finance and
International Business from the Columbia University Graduate School of Business
in 1981.



<PAGE>


Erland E. Kailbourne
Age 59

         Erland E. Kailbourne is the retired Chairman and Chief Executive
Officer (New York Region) of Fleet National Bank. He served with the Fleet
organization or its predecessors for 37 years prior to his retirement on
December 31, 1998. Mr. Kailbourne is currently Chairman and President of The
John R. Oishei Foundation, a director of the New York ISO Utilities Board, a
director of Albany International Corporation, Bush Industries, Inc., Rand
Capital Corporation, Statewide Zone Capital Corporation, Allegany Co-op
Insurance Company, and USA Niagara Development Corporation. He is also a member
of the Advisory Council of the New York State Office of Science, Technology and
Academic Research and is a member of the Trooper Foundation. He is a past
director of the New York Business Development Corporation, the Business Council
of New York State, Inc., Fleet National Bank, Security New York State Corp.,
Fleet Trust Company, Robert Morris Associates, the Buffalo and Rochester
Chambers of Commerce, the SUNY Albany Foundation, the SUNY Buffalo Foundation,
WXXI-Public Television, WNED-Public Television, WMHT-Public Television and a
member of the Advisory Board of Chautauqua Airlines. Mr. Kailbourne graduated
with a degree in business administration from Alfred State College in 1961.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act requires the Company's
directors, executive officers and persons who beneficially own more than ten
percent of a class of the Company's registered equity securities to file with
the Securities and Exchange Commission and deliver to the Company initial
reports of ownership and reports of changes in ownership of such registered
equity securities.

         To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company or written representations that no other
reports were required, the Company's directors, executive officers and more than
ten percent stockholders filed on a timely basis all reports due under Section
16(a) for the year ended December 31, 2000, except that John Rigas, Michael
Rigas, Timothy Rigas, James Rigas, Ellen Rigas, Highland Holdings and Peter
Venetis filed a late report with respect to the same, single transaction by
Highland Holdings.




<PAGE>


Item 11. Executive Compensation

Summary Compensation Table

         The following table sets forth certain information regarding
compensation paid by the Company for services rendered during the Company's
years ended December 31, 2000, 1999 and 1998 to the Company's Chief Executive
Officer and its three other executive officers:
<TABLE>
<CAPTION>

Annual Compensation

                                                                                   Long-Term Compensation
                                                                                 Restricted      Securities      All Other
                                                            Compensation ($)       Stock         Underlying    Compensation
Name and Principal Position           Period Ended (a)      Salary     Bonus    Awards (d)($)  Options (d)(#)    (b)(c)($)
---------------------------           ----------------   ----------- --------- -------------- --------------- ---------------
<S>                                <C>                   <C>          <C>      <C>             <C>            <C>

John J. Rigas                      Year ended 12/00        1,407,763     --          --             --             466,050
Chairman, President and            Year ended 12/99        1,354,953     --       1,575,000       100,000          461,940
Chief Executive Officer            Year ended 12/98        1,367,399     --          --             --             461,061

Michael J. Rigas                   Year ended 12/00          244,880     --          --             --              20,996
Executive Vice President,          Year ended 12/99          223,856     --       1,575,000       100,000           10,950
Operations and Secretary           Year ended 12/98          229,866     --           -             --              10,950

Timothy J. Rigas                   Year ended 12/00          236,883     --          --             --              19,944
Executive Vice President, Chief    Year ended 12/99          223,856     --       1,575,000       100,000           10,950
Financial Officer, Chief           Year ended 12/98          229,866     --          --             --              10,950
Accounting Officer and Treasurer

James P. Rigas                     Year ended 12/00          236,883     --          --             --              11,669
Executive Vice President,          Year ended 12/99          223,856     --       1,575,000       100,000           11,669
Strategic Planning                 Year ended 12/98          229,385     --          --             --              11,431
<FN>

(a)      On March 30, 1999, the Company changed its fiscal year end from March
         31 to December 31, effective December 31, 1998. The year ended December
         31, 1998 includes three months of compensation from the fiscal year
         ended March 31, 1998.

(b)      Years  ended  December  31,  2000,  1999 and 1998  amounts  include:
         (i) life insurance premiums paid during each respective period by the
         Company under employment agreements with John J. Rigas, Michael J.
         Rigas, Timothy J. Rigas and James P. Rigas, in premium payment amounts
         of $200,000, $20,246, $19,194 and $10,919, respectively, during the
         year ended December 31, 2000, $200,000, $10,200, $10,200 and $10,919,
         respectively, during the year ended December 31, 1999, $200,000,
         $10,200, $10,200 and $10,681, respectively, during the year ended
         December 31, 1998 on policies owned by the respective named executive
         officers; (ii) $212,166, $216,270 and $227,805 for John J. Rigas which
         represents the dollar value of the benefit of the whole-life portion of
         the premiums paid by the Company during the years ended December 31,
         2000, 1999 and 1998, respectively, pursuant to a split-dollar life
         insurance arrangement projected on an actuarial basis; (iii) $53,134,
         $44,920 and $32,506 for John J. Rigas, which represents payments by the
         Company during the years ended December 31, 2000, 1999 and 1998,
         respectively, pursuant to a split-dollar life insurance arrangement

<PAGE>

         that is attributable to term life insurance coverage; and (iv) $750 in
         Company matching contributions for each executive officer under the
         Company's 401(k) savings plan for the years ended December 31, 2000,
         1999 and 1998, respectively. The amounts shown above do not include
         transactions between the Company and certain executive officers or
         certain entities which are privately owned in whole or in part by the
         executive officers named in the table. See "Item 13, Certain
         Relationships and Related Transactions."

         In accordance with an agreement related to the split-dollar life
         insurance arrangement referred to above, the Company will be reimbursed
         for all premiums paid related to such arrangement upon the earlier of
         death of both the insured and his spouse or termination of the
         insurance policies related to such arrangement.

(c)      Does not include the value of certain non-cash compensation to
         each respective named individual which did not exceed the lesser of
         $50,000 or 10% of such individual's total annual salary shown in the
         table.

(d)      The respective amounts set forth represent restrictive stock awards of
         Adelphia Business Solutions Class A common stock, and stock options to
         purchase Adelphia Business Solutions Class A common stock, which were
         granted to the named executive officers by Adelphia Business Solutions
         under its 1996 Long-Term Incentive Compensation Plan ("1996 Plan"). The
         amounts shown represent the aggregate restricted stock awards held by
         the named executive officers at December 31, 2000. At that date, the
         value of each such award, based on the closing price of the Class A
         common stock was $425,000.
</FN>
</TABLE>

         All of the executive officers are eligible to receive stock options or
stock bonuses of Class A common stock under the Company's 1998 Long-Term
Incentive Compensation Plan ("1998 Plan"), to be awarded or granted at the
discretion of the Plan Administrator (as defined therein), subject to certain
limitations on the number of shares that may be awarded to each executive
officer under the 1998 Plan. No awards were made to executive officers under the
1998 Plan during the years ended December 31, 2000 and 1999.



<PAGE>


<TABLE>
<CAPTION>
                                  Aggregate Option Exercises In Last Fiscal Year
                                       and December 31, 2000 Option Values


                                                                       Number of Securities    Value of Unexercised
                                                                      Underlying Unexercised      In-The-Money
                                                                           Options at              Options at
                                                                        December 31, 2000       December 31, 2000
                              Shares Acquired                          (#)(1) Exercisable/         Exercisable/
Name                          on Exercise (#)    Value Realized ($)        Unexercisable       Unexercisable ($)(1)
----                         -----------------   -----------------  ------------------------- ----------------------

<S>                          <C>                 <C>                <C>                        <C>
John J. Rigas                       0                      0              0/100,000                     0/0

Michael J. Rigas                    0                      0              0/100,000                     0/0

Timothy J. Rigas                    0                      0              0/100,000                     0/0

James P. Rigas                      0                      0              0/100,000                     0/0
<FN>


(1)      All options granted were with respect to the Class A common stock of
         Adelphia Business Solutions, with an exercise price equal to the fair
         market value of such stock on the date of grant. These options all vest
         in three equal, annual amounts on the third, fourth and fifth
         anniversaries of the date of grant.
</FN>
</TABLE>

Employment Contracts and Termination of Employment

         During the year ended December 31, 2000, each of the named executive
officers had an employment agreement with the Company which is automatically
renewable each year unless one party gives the other prior notice and which
provides among other things for compensation review by the Compensation
Committee, the insurance premium payments listed in note (a)(i) to the Summary
Compensation Table above, and benefits. In addition, under such employment
agreements, upon termination of such employment for any reason other than "for
cause," each of the executive officers will be entitled to receive severance pay
equal to three months of his salary plus the amount of insurance premiums
payable under such officer's employment agreement which, as of January 1, 2001,
in the aggregate in the case of John J. Rigas would be approximately $343,218.

         The Company pays the annual premiums related to a split-dollar life
insurance arrangement for joint and survivor life insurance coverage for John J.
Rigas and his spouse. Upon the earlier of the death of Mr. Rigas and the death
of his spouse or the termination of the arrangement, the Company will recover
all of the premiums previously paid by the Company. The compensation related to
such arrangement is derived as described in notes (b)(ii) and (iii) to the
Summary Compensation Table above.

Compensation Committee

         Erland Kailbourne, Leslie Gelber, Dennis Coyle and Pete J. Metros serve
as members of the Compensation Committee of the Board of Directors. None of
these compensation committee members has been an officer or employee of the
Company.
<PAGE>

Board of Directors Compensation

         Directors who are not also employees of the Company each receive
compensation from the Company for services as a director at a rate of $1,000
plus reimbursement of expenses for each Board and committee meeting attended.
Directors who are employees of the Company do not receive any compensation for
services as a director or as a member of Board committees.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth, based on information available to the
Company as of March 29, 2001, certain information with respect to the beneficial
ownership of Class A common stock and Class B common stock by each director or
nominee for director, all executive officers and directors of Adelphia as a
group, and each person known to Adelphia to own beneficially more than 5% of
either class of common stock, based on 153,439,270 shares of Class A common
stock and 19,235,998 shares of Class B common stock outstanding, respectively,
as of such date. Unless otherwise noted, each of the shareholders in the table
has sole voting and investment power. The business address of each 5% beneficial
owner named below, unless otherwise noted, is One North Main Street,
Coudersport, Pennsylvania 16915.

<TABLE>
<CAPTION>
                                                   Shares of        Percent of       Shares of         Percent of
                                                    Class A          Class A          Class B            Class B
                                                    Common            Common          Common             Common
Name                                                 Stock            Stock            Stock              Stock
                                                 -------------     ------------   ----------------    -------------
<S>                                              <C>               <C>            <C>                 <C>
John J. Rigas                                         (a)              (b)         14,318,658(c)          74.4%

Michael J. Rigas                                      (a)              (b)         10,333,442(c)          53.7%

Timothy J. Rigas                                      (a)              (b)         10,333,442(c)          53.7%

James P. Rigas                                        (a)              (b)         9,569,106(c)           49.7%

Pete J. Metros                                        500              (d)              --                 --

Dennis P. Coyle                                      1,000             (d)              --                 --

Leslie J. Gelber                                     3,000             (d)              --                 --

Erland E. Kailbourne                                  500              (d)              --                 --

Peter L. Venetis                                      (e)              (e)         8,679,234(c)           45.1%

All executive officers and directors
   as a group (nine persons)                   44,843,457(a)(c)        (b)         19,235,998(c)         100.0%

Ellen K. Rigas                                        (f)              (g)         8,679,234(c)           45.1%

Doris Holdings, L.P. (h)                           2,398,151           1.6%             --                 --

Highland Holdings II (i)                           4,000,000           2.6%             --                 --

Highland Communications,
  L.L.C.(i)                                        8,556,268           5.6%             --                 --






<PAGE>




                                                   Shares of        Percent of       Shares of         Percent of
                                                    Class A          Class A          Class B            Class B
                                                    Common            Common          Common             Common
Name                                                 Stock            Stock            Stock              Stock
                                                 -------------     ------------   ----------------    -------------
Highland Preferred
  Communications, L.L.C. (i)...............        9,433,962           6.1%             --                 --

Highland Holdings (i).....................        19,128,108          12.5%             --                 --

Highland 2000, L.P........................            (j)              (j)         8,401,522(c)           43.7%

Leonard Tow................................      28,850,138(k)        18.8%             --                 --
   50 Locust Avenue
   New Canaan, CT  06840

Claire L. Tow..............................      19,695,574(1)        12.8%             --                 --
   50 Locust Avenue
   New Canaan, CT  06840

David Z. Rosensweig........................      20,449,209(m)        13.3%             --                 --
   162 Brite Avenue
   Scarsdale, NY  10583

Cablevision Systems Corporation............       10,800,000           7.0%             --                 --
   1111 Stewart Avenue
   Bethpage, NY  11714

AXA Financial, Inc.........................      8,146,800(n)          5.3%             --                 --
   1290 Avenue of the Americas
   New York, NY  10104

Wallace R. Weitz & Company.................      7,741,011(o)          5.0%             --                 --
   1125 South 103rd Street
   Suite 600
   Omaha, NE  68124

<FN>

(a)      The  holders  of Class B common  stock are  deemed to be  beneficial
         owners of an equal number of shares of Class A common stock because
         Class B common stock is convertible into Class A common stock on a
         one-to-one basis. See note (c) below. In addition, the following
         persons own or have the power to direct the voting of shares of Class A
         common stock in the following amounts: John J. Rigas, 431,800 shares -
         71,700 shares directly and 360,100 shares through Doris Holdings, L.P.
         ("Doris"); Michael J. Rigas, 193,500 shares - 200 shares directly and
         193,300 shares through Doris; Timothy J. Rigas, 193,500 shares - 200
         shares directly and 193,300 shares through Doris; James P. Rigas,
         193,300 shares through Doris. John J. Rigas shares voting power with
         his spouse with respect to 106,300 of such shares held through Doris.

<PAGE>

         Each of John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James P.
         Rigas also shares voting and dispositive power with respect to the
         8,401,522 shares of Class B common stock owned by Highland 2000, L.P.,
         the 19,128,108 shares of Class A common beneficially owned by Highland
         Holdings and subsidiaries ("Highland"), the 4,000,000 shares of Class A
         common held by Highland Holdings II ("Highland II") and the other
         1,458,151 shares of Class A common held by Doris. See notes (h) and
         (i).

(b)      After giving effect to the conversion  solely by each individual holder
         of all of his Class B common stock into Class A common stock and
         including all shares of Class A common stock, currently held by such
         individual holder or over which such individual holder has or shares
         voting or investment power as disclosed in notes (a) above or (h) and
         (i) below, the percentage of Class A common stock owned by John J.
         Rigas, Michael J. Rigas, Timothy J. Rigas and James P. Rigas would be
         23.8%, 21.9%, 21.9% and 21.5%, respectively. Further, after giving
         effect to an additional 4,919,340 shares of Class A common stock of
         which John J. Rigas has the right to direct the voting in the election
         of directors pursuant to a Class B Stockholders Agreement (and assuming
         the parties to such agreement converted their Class B common stock into
         Class A common stock), as to all of which additional shares John J.
         Rigas disclaims beneficial ownership, the percentage of Class A common
         stock owned by John J. Rigas would be 26.0%.

(c)      The  respective  amounts shown  include,  other than for Highland 2000,
         L.P., 97,949 of the same shares of Class B common stock which are owned
         of record by Dorellenic, a general partnership in which the five named
         individual Rigas family members are general partners and include, for
         all amounts shown, 8,401,522 of the same shares of Class B common stock
         which are owned by Highland 2000, L.P., a limited partnership in which
         the five named individual Rigas family members are limited partners,
         and such shares are only included once for "all executive officers and
         directors as a group." The named Rigas individuals have shared voting
         and investment power with respect to these shares. The shares of Class
         B common stock shown for Peter L. Venetis represent the shares
         beneficially owned by his wife, Ellen K. Rigas. The respective amounts
         shown for each individual or group do not include any of the 17,976,717
         shares of Class B common stock consisting of (i) 5,819,637 shares of
         Class B common stock that Highland 2000, L.P. has agreed to purchase
         from Adelphia on or before October 20, 2001, pursuant to a pending
         purchase agreement and (ii) 3,016,165 shares and 9,141,185 shares of
         Class B common stock, respectively, which could be issued upon
         conversion of convertible notes that Highland 2000, L.P. has agreed to
         purchase from Adelphia on or before October 20, 2001 and January 20,
         2002 pursuant to pending purchase agreements.

(d)      Less than 1%.

(e)      Peter L. Venetis is the husband of Ellen K. Rigas.  As a result, he is
         deemed to beneficially own indirectly the shares beneficially owned by
         Ellen K. Rigas. Based upon 2,500 shares of Class A common stock owned

<PAGE>

         directly by Mr. Venetis and the shares of Class A common stock owned or
         deemed to be owned beneficially by Ellen K. Rigas, the percentage of
         Class A common stock owned or deemed to be beneficially owned by Mr.
         Venetis would be 19.6%. See notes (c), (f), (g) and (i).

(f)      As a holder of Class B common stock, Ellen K. Rigas is deemed to be the
         beneficial owner of an equal number of shares of Class A common stock
         because Class B common stock is convertible into Class A common stock
         on a one-to-one basis. In addition, Ellen K. Rigas owns 1,600 shares of
         Class A common stock directly and shares voting and investment power
         with respect to 19,128,108 shares of Class A common stock held by
         Highland and 4,000,000 shares of Class A common stock held by Highland
         II. See also notes (c) and (i). Ellen K. Rigas is the daughter of John
         J. Rigas.

(g)      After giving effect to the conversion of all of Ellen K. Rigas' Class B
         common stock into shares of Class A common stock and including all
         shares of Class A common stock held by Ellen K. Rigas or over which
         Ellen K. Rigas has or shares voting or investment power as discussed in
         note (i) below, the percentage of Class A common stock owned by Ellen
         K. Rigas would be 19.6%.

(h)      Doris and Eleni Acquisition,  Inc., the general partner of Doris, are
         affiliates of John J. Rigas, Michael J. Rigas, Timothy J. Rigas and
         James P. Rigas, each of whom has shared voting and investment power
         with respect to the shares held by Doris. In addition, through
         irrevocable proxies, each of the above-named individuals shares with
         Doris the power to vote or direct the vote of such number of shares of
         Class A common stock held as is described in note (a).

(i)      Each of Highland and Highland II is a general  partnership, the general
         partners of which are John J. Rigas, Michael J. Rigas, Timothy J.
         Rigas, James P. Rigas and Ellen K. Rigas. These Rigas family members
         may be deemed to share voting and investment power with respect to the
         shares held by Highland's wholly owned subsidiaries, Highland
         Communications, L.L.C. and Highland Preferred Communications, L.L.C.,
         and also with respect to the shares held by Highland II. The amount
         shown for Highland Communications, L.L.C. includes 8,506,268 shares of
         Class A common stock held directly by it and 50,000 shares of Class A
         common stock held by Bucktail Broadcasting Corporation, another
         subsidiary of Highland.

(j)      After giving effect to the conversion of all of Highland 2000, L.P.'s
         Class B common stock into shares of Class A common stock, the
         percentage of Class A common stock owned by Highland 2000, L.P. would
         be 5.2%.

(k)      According to a Schedule 13G, includes 6,207,204 shares as to which Mr.
         Tow has sole voting and investment power. Also includes 19,583,927
         shares held by trusts and foundations (17,307,308 of which are held by
         the Claire Tow Trust, 50 Locust Avenue, New Canaan, CT 06840) as to all
         of which he may be deemed to share voting and investment power with his
         wife, Claire L. Tow, and David Z. Rosensweig and 3,059,007 shares held
         by Citizens Communications Company as to which he may be deemed to

<PAGE>

         share voting and investment power, as to all of which shares Mr. Tow
         disclaims beneficial ownership. Does not include 111,647 shares
         described in note (1) as to which Mrs. Tow has sole voting and
         investment power, as to which shares Mr. Tow disclaims beneficial
         ownership.

(l)      Includes 111,647 shares as to which Mrs. Tow has sole voting and
         investment power. Also includes the 19,583,927 shares described in note
         (k) as to which she may be deemed to share voting and investment power
         with Mr. Tow and Mr. Rosensweig and does not include the 6,207,204
         shares described in note (k) as to which Mr. Tow has sole voting and
         investment power, as to all of which shares Mrs. Tow disclaims
         beneficial ownership.

(m)      Includes 5,000 shares as to which Mr. Rosensweig has sole voting and
         investment power. Also includes the 19,583,927 shares described in note
         (k) as to which he may be deemed to share voting and investment power
         with Mr. and Mrs. Tow and 1,160,282 shares held in trust over which he
         is the sole trustee, as to all of which shares he disclaims beneficial
         ownership.

(n)      According to a Schedule 13G, two subsidiaries of the named person,
         Alliance Capital Management L.P. and the Equitable Life Assurance
         Society of the United States, have shared voting power over an
         aggregate of 7,667,320 of such shares, sole voting power over 455,012
         of such shares, and sole dispositive power over all of such shares.

(o)      According to a Schedule 13G, the named person has sole voting power
         over all of such shares and has shared dispositive power over all of
         such shares with Wallace R. Weitz, president of the named person.
</FN>
</TABLE>

         John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas,
Ellen K. Rigas, Dorellenic and the Company are parties to a Class B Stockholders
Agreement providing that such stockholders shall vote their shares of common
stock for the election of directors designated by a majority of voting power (as
defined in the Agreement) of the shares of common stock held by them. The Class
B Stockholders Agreement also provides that, in the absence of the consent of
the holders of a majority of the voting power of the shares of common stock
owned by the parties to the Agreement, (i) none of the stockholder parties may
sell, assign or transfer all or any part of their shares of common stock in a
public sale (as defined in the Agreement) without first offering the shares to
the other parties to the Agreement and (ii) no stockholder party may accept a
bona fide offer from a third party to purchase shares of such stockholder
without first offering the shares to the Company and then to the other parties
to the Class B Stockholders Agreement. In addition, each party has certain
rights to acquire the shares of common stock of the others under certain
conditions.



<PAGE>


Item 13. Certain Relationships and Related Transactions

Management Services

         During the year ended December 31, 2000, the Company provided
management services for certain cable television systems not owned by the
Company, including managed partnerships ("Managed Partnerships") in which John
J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas and Ellen K. Rigas
had varied ownership interests. These services included supervision of technical
and business operations, accounting, marketing, programming, purchasing, field
engineering and other technical and administrative nonfield services. During
this period, the Managed Partnerships paid the Company up to five percent of
system revenues for such services. Other fees were charged by the Company to the
Managed Partnerships during this period for goods and services including
mark-ups on the Company's pay programming, placement fees associated with
completed and pending acquisitions, and other goods and services. In addition,
the Managed Partnerships charged the Company for system and corporate costs
during this period. The net fees and expenses charged by the Company to Managed
Partnerships amounted to $37,579,000 for the year ended December 31, 2000. In
addition, the Company paid $15,864,000 to other entities owned by members of the
Rigas family, primarily for property, plant and equipment and services for the
year ended December 31, 2000.

Loans to and from Affiliates

         Certain loans to and from the Company by or to affiliates as of
December 31, 2000 are summarized below. Interest is charged on such loans to
affiliates at rates which ranged from 9.00% to 11.31% for the year ended
December 31, 2000.

         Total interest income on loans to managed affiliates aggregated
$40,333,000 for the year ended December 31, 2000.

         Net receivables due from the Managed Partnerships and Dorellenic, a
Rigas family partnership, for advances made by the Company for the construction
and acquisition of cable television systems and for working capital purposes,
including accrued interest thereon, were $3,071,000 at December 31, 2000.

         On an end-of-quarter basis, the largest aggregate amount of net
outstanding loans and advances receivable from affiliates (directors, executive
officers and five-percent shareholders) or entities they control, including John
J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas, Ellen K. Rigas,
Dorellenic and/or the Managed Partnerships during the year ended December 31,
2000 was $263,135,000 at June 30, 2000. No related party advances are
collateralized.


Co-Borrowing Agreements

         On March 29, 1996, a subsidiary of the Company entered into a
$200,000,000 loan agreement with a Managed Partnership and an Olympus
subsidiary, as co-borrowers, which agreement remained in effect at December 31,
2000. On May 6, 1999, certain subsidiaries and affiliates of Adelphia and
Olympus, including Hilton Head Communications, L.P., a Rigas family partnership,

<PAGE>

closed on an $850,000,000 credit facility with several banks, which consists of
a $600,000,000 8 1/2 year reducing revolving credit loan and a $250,000,000 9
year term loan, and which remained in effect at December 31, 2000.


         On April 14, 2000, certain subsidiaries and affiliates of Adelphia,
including Highland Prestige Georgia, Inc., a Rigas family partnership, closed on
a $2,250,000,000 credit facility with several banks. The credit facility
consists of a $1,500,000,000 8 3/4 year reducing revolving credit loan and a
$750,000,000 9 year term loan. Additionally, on September 28, 2000, Adelphia
closed on a $500,000,000 9 1/4 year term loan through certain subsidiaries and
affiliates of Adelphia. This term loan is an additional part of the credit
facility closed on April 14, 2000, all of which remained in effect at December
31, 2000.

         In the aggregate, at December 31, 2000, certain subsidiaries of
Adelphia were co-borrowers with Managed Entities under these credit facilities
for borrowings of up to $3,751,250,000. Each of the co-borrowers is liable for
all borrowings under the credit agreements, and may borrow up to the entire
amount of the available credit under the facility. The lenders have no recourse
against Adelphia other than against Adelphia's interest in such subsidiaries.

Business Opportunities

         The Company's executive officers are parties to a Business Opportunity
Agreement, dated July 1, 1986 (the "Business Opportunity Agreement"), under
which they have agreed not to acquire an interest (except that such persons may,
individually for their own account, engage in regular portfolio trading of
publicly traded securities of companies in the cable television industry) in any
cable television system except: cable television systems which they or their
affiliates (excluding the Company) owned, in whole or in part, operated or had
agreed to acquire as of July 1, 1986; any expansions of such systems within the
same county or an adjacent county (except for systems which are also contiguous
to Company-owned systems); and systems which the Company elects not to acquire
under its right of first refusal described below and any expansions of such
systems within the same county or an adjacent county (except for systems which
are also contiguous to Company-owned systems). Otherwise, the executive officers
will first offer to the Company the opportunity to acquire or invest in any
cable television system or franchise therefor or interest therein that is
offered or available to them. If a majority of the Company's Board of Directors,
including a majority of the independent directors, rejects such offer, the
executive officers may acquire or invest in all of such cable television systems
or franchises therefor or interest therein or with others on terms no more
favorable to them than those offered to the Company. During the year ended
December 31, 2000, pursuant to the Business Opportunities Agreement, entities
owned by the executive officers acquired cable television systems serving
approximately 58,200 basic subscribers.

         The Company's executive officers may from time to time evaluate and,
subject to the Company's rights and covenants in the Company's loan agreements
and indentures, may acquire cable television systems or interests therein for
their own accounts separately or along with the Company and/or other joint
venture parties.
<PAGE>

         Except for the limitations on the ownership of cable television systems
as described herein, the executive officers of Adelphia and their affiliates are
not subject to limitations with respect to their other business activities and
may engage in other businesses related to cable television or other
telecommunications media. The executive officers will devote as much of their
time to the business of the Company as is reasonably required to fulfill the
duties of their offices.

         In the event that any executive officer (or his affiliate) decides to
offer for sale (other than to another executive officer or his or another
executive officer's family member, trust or family controlled entity) for his
account, his ownership interest in any cable television system or franchise, he
or it will (subject to the rights of third parties existing at such time) first
offer such interests to the Company. Such selling person or entity has a
unilateral option to elect to require that, if the Company accepts such offer,
up to one half of the consideration for his or its interest would consist of
shares of Class B common stock, which shares will be valued at the prevailing
market price of the Class A common stock, and the remainder would consist of
shares of Class A common stock and/or cash. If a majority of the Company's
independent directors rejects such offer, the executive officer (or his
affiliate) may sell such interest to third parties on terms no more favorable to
such third parties than those offered to the Company.


Registration Rights, Stock Purchase and Other Matters

         Pursuant to agreements and arrangements regarding registration rights
between the Company and the holders of Class B common stock, during 2000 John J.
Rigas had the right, subject to certain limitations, to require the Company to
register shares of the Company's common stock owned by him for sale to the
public and pay the expenses (except for Mr. Rigas' counsel fees) of such
registration on five occasions selected by him (subject to certain limitations
intended to prevent undue interference with the Company's ability to distribute
its securities) during a fourteen-year period which began in December 1986. The
other holders of Class B common stock had the right to participate, at the
option of John J. Rigas, as selling stockholders in any such registration
initiated by John J. Rigas. The holders of Class B common stock also had
unlimited rights to participate as selling stockholders in any registered public
offering initiated by the Company and require the Company to pay their expenses
(except counsel fees). Such rights of participation were subject to limitation
at the discretion of the managing underwriter of any such offering.

         Substantially all of the Class A common stock and Class B common stock
owned by the Rigas family or entities they own or control has been registered by
the Company on shelf registration statements, which remain in effect, or is
subject to registration rights agreements or arrangements for registration in
the future.

         On April 9, 1999, Adelphia entered into a stock purchase agreement with
Highland Holdings in which Adelphia agreed to sell to Highland Holdings, and
Highland Holdings agreed to purchase $375,000,000 of Adelphia Class B common
stock. The purchase price per share for the Class B common stock was equal to
$60.76 (the public offering price in Adelphia's April 28, 1999 public offering,
less the underwriting discount), plus an interest factor. This transaction,
covering 5,901,522 shares of Class B common stock, was closed on January 21,
2000 with Highland 2000, L.P. In addition, the Rigas family waived their rights
under the Business Opportunity Agreement to acquire certain basic subscribers in

<PAGE>

the Philadelphia area in connection with Adelphia's acquisition, on October 1,
1999, of the cable television systems owned by Harron Communications Corp.

         On October 1, 1999, Adelphia entered into a stock purchase agreement
with Highland Holdings in which Adelphia agreed to sell to Highland Holdings and
Highland Holdings agreed to purchase $137,500,000 of Adelphia's Class B common
stock. The purchase price for the Class B common stock was $55.00 per share,
which is equal to the public offering price less the underwriting discount in
the October 6, 1999 public offering of Class A common stock, plus an interest
factor. This transaction, covering 2,500,000 shares of Class B common stock, was
closed on July 2, 2000 with Highland 2000, L.P.

         With respect to purchase agreements between the Company and Highland
2000, L.P., for Class B common stock and convertible subordinated notes which
were entered into subsequent to December 31, 2000, incorporated by reference
herein is (i) Note 15 to the Company's Consolidated Financial Statements for the
fiscal year ended December 31, 2000 contained in Item 8 of this Form 10-K, and
(ii) Item 5 of the Company's Form 8-K filed on April 25, 2001.

         In July 2000, certain members of the Rigas family closed on their
agreement to acquire all the voting interests of Niagara Frontier Hockey, L.P.
("NFHLP"). In conjunction with the closing of this agreement, Adelphia's Capital
Funding Notes of NFHLP were converted to a $46,500,000, 10% partially
subordinated note due in July 2010. Concurrently, with the recapitalization of
NFHLP, Adelphia also purchased a $30,000,000, 10% fully subordinated note due
July 2010. Both notes pay interest quarterly with principal due at maturity.

         The Company and Adelphia Business Solutions and members of or entities
controlled by the Rigas family have entered into various registration rights
agreements regarding the common stock and Senior Subordinated Notes owned by the
Rigas family.


         From time to time, the Company makes announcements regarding proposed
transactions that may involve affiliates of the Company. No assurance can be
given that these transactions will be consummated.