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 fiscal year ended March 31, 1998

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.)

                                 Main at Water 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 July 27, 1998 was $489.9
million 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 July 27, 1998, 20,043,528 shares of Class A Common Stock, par value $0.01 per
share, and 10,944,476 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.  X



<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
fiscal year ended March 31, 1998 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 had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                            ADELPHIA COMMUNICATIONS CORPORATION



July 27, 1998                             By:   /s/ Timothy J. Rigas
                                               ---------------------
                                                    Timothy J. Rigas
                                                    Executive Vice President,
                                                    Chief Financial Officer and
                                                    Chief Accounting Officer


<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. Coyle was first elected as a director of the Company
in 1995.


Perry S. Patterson
Age 80

         Perry  S.  Patterson  became  a  director  of  Adelphia  Communications
Corporation ("Adelphia" or the "Company") on September 9, 1986. Since 1977, Mr.
Patterson has practiced law in Coudersport, Pennsylvania. From 1975 to 1977, Mr.
Patterson served as President Judge of the Court of Common Pleas of the 55th
Judicial District in Potter County, Pennsylvania. He was a partner of the law
firm of Kirkland & Ellis, in Chicago, Illinois and Washington, D.C. from 1950 to
1973. Mr. Patterson attended Georgetown University and graduated from
Northwestern University Law School in 1941.


John J. Rigas
Age 73

         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 Hyperion Telecommunications, Inc. ("Hyperion"). 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 his business and community service
activities, Mr. Rigas is Chairman of the Board of Directors of Citizens
Bancorp., Inc., Coudersport, Pennsylvania, and a member of the Board of
Directors of Charles Cole Memorial Hospital. He is a director of the National
Cable Television Association and a past President of the Pennsylvania Cable
Television Association. He is also a member of the Board of Directors of C-SPAN
and the Cable Advertising Bureau, and is a Trustee of St. Bonaventure
University. He graduated from Rensselaer Polytechnic Institute with a B.S. in
Management Engineering in 1950.

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


Michael J. Rigas
Age 44

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


Timothy J. Rigas
Age 42

         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
Hyperion. 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 40

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


Daniel R. Milliard
Age 51

         Daniel R. Milliard is Senior Vice President and Secretary of Adelphia
and its subsidiaries, and also serves as President and Chief Operating Officer
and a director of Hyperion. Since 1982, Mr. Milliard served as Vice President,
Secretary and/or General Counsel of Adelphia and the constituent entities which
became wholly-owned subsidiaries of Adelphia, as well as the cable television
operating companies acquired by the Company which were wholly or partially owned
by members of the Rigas Family. He served as outside general counsel to the
Company's predecessors from 1979 to 1982. Mr. Milliard graduated from American
University in 1970 with a Bachelor of Science degree in Business Administration.
He received an M.A. degree in Business from Central Missouri State University in
1971, where he was an Instructor in the Department of Finance, School of
Business and Economics, from 1971-1973, and received a Juris Doctor degree from
the University of Tulsa School of Law in 1976. He is a Director of Citizens
Bancorp., Inc. in Coudersport, Pennsylvania and President of the Board of
Directors of Charles Cole Memorial Hospital.


Pete J. Metros
Age 58

         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 Manufacturing for the
Large Gas Turbine Division. Mr. Metros is also on the Board of Directors of
Hyperion, and Borroughs Corporation of Kalamazoo, Michigan. Mr. Metros received
a BS degree from the Georgia Institute of Technology in 1962.


Dennis P. Coyle
Age 59

         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. In an investment agreement with respect to Olympus Communications, L.P.
("Olympus," a joint venture of the Company), John, Michael, Timothy and James
Rigas have agreed to vote a sufficient number of shares of the Company's Class A
Common Stock to elect to the Board a nominee of Telesat Cablevision, Inc., which
is the Company's joint venture partner in Olympus. Mr. Coyle is the nominee of
Telesat Cablevision, Inc., which is an indirect, wholly-owned subsidiary of FPL
Group, Inc.

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 period from April 1, 1997 through March 31, 1998.




<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 last
three fiscal years in the period ended March 31, 1998 to the Company's Chief
Executive Officer and the four most highly compensated executive officers whose
compensation exceeded $100,000 in salary and bonus during fiscal 1998:

<TABLE>
<CAPTION>

Annual Compensation

                                                                            Long-Term
                                                                           Compensation
                                                   Annual Compensation($)   Restricted         All Other
Name and Principal Position           Fiscal Year   Salary         Bonus  Stock Awards($)  Compensation($)(a)(b)
---------------------------           -----------   ------         -----  --------------   --------------------

<S>                                        <C>     <C>              <C>       <C>          <C>
John J. Rigas                              1998    1,271,939         --         --           461,378
Chairman, President and                    1997    1,235,194         --         --           473,852
Chief Executive Officer                    1996      641,963         --         --           474,495

Michael J. Rigas                           1998      213,011         --         --            10,950
Executive Vice President,                  1997      206,857         --         --            10,950
Operations                                 1996      205,948         --         --            10,750

Timothy J. Rigas                           1998      213,089         --         --            10,950
Executive Vice President, Chief            1997      207,618         --         --            10,950
Financial Officer and Treasurer            1996      205,948         --         --            10,750

James P. Rigas                             1998      213,011         --         --            11,410
Executive Vice President,                  1997      206,857         --         --            11,410
Strategic Planning                         1996      205,948         --         --            11,201

Daniel R. Milliard (c)                     1998      216,399       13,412     27,000           5,340
Senior Vice President and                  1997      238,863       75,000    156,000           5,340
Secretary                                  1996      207,474         --         --             5,250

<FN>

         (a)      Fiscal 1998, 1997 and 1996 amounts include: (i) life insurance
                  premiums paid during each respective fiscal year by the
                  Company under employment agreements with John J. Rigas,
                  Michael J. Rigas, Timothy J. Rigas, James P. Rigas and Daniel
                  R. Milliard, in premium payment amounts of $200,000, $10,200,
                  $10,200, $10,660 and $4,590, respectively, during fiscal 1998,
                  $200,000, $10,200, $10,200, $10,660 and $4,590, during fiscal
                  1997, and $200,000, $10,000, $10,000, $10,451, and $4,500,
                  respectively, during fiscal 1996, on policies owned by the
                  respective named executive officers; (ii) $230,746, $250,970
                  and $250,829 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 fiscal 1998, 1997 and 1996,
                  respectively, pursuant to a split-dollar life insurance
                  arrangement projected on an actuarial basis; (iii) $29,882,
                  $22,132 and $22,916 for John J. Rigas which represents
                  payments by the Company during fiscal 1998, 1997 and 1996,
                  respectively, pursuant to a split-dollar life insurance
                  arrangement 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 each of fiscal 1998, 1997 and 1996. 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
                  insurance life 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.

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

         (c)      Amounts shown for Daniel R. Milliard  include  amounts paid by
                  the Company under Mr. Milliard's employment agreement with the
                  Company, which was terminated March 4, 1997 and amounts paid
                  since March 4, 1997 under Mr. Milliard's new employment
                  agreement with Hyperion as described below. Mr. Milliard was
                  granted, pursuant to his employment agreement, restricted
                  stock bonus awards under Hyperion's Plan of 338,000 and 58,500
                  shares of Hyperion Class A Common Stock which had a value of
                  approximately $156,000 and $27,000 as of March 4, 1997 and
                  April 1, 1997, the dates of grant, respectively. The 396,500
                  shares are not subject to vesting and will fully participate
                  in dividends and distributions.
</FN>
</TABLE>

         All of the executive officers are eligible to receive bonuses of Class
A Common Stock under the Company's Restricted Stock Bonus Plan, as amended, to
be awarded or granted at the discretion of the Bonus Committee (as defined
therein), subject to certain limitations on the number of shares that may be
awarded to each executive officer under the Bonus Plan. No awards were made
under either the Restricted Stock Bonus Plan or the Stock Option Plan of 1986
during fiscal 1998.


Employment Contracts and Termination of Employment

         During fiscal 1998, 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
their salary plus the amount of insurance premiums payable under such officer's
employment agreement which, as of April 1, 1998, in the aggregate in the case of
John J. Rigas would be approximately $374,721.

         As of March 4, 1997, Mr. Milliard entered into an employment agreement
with Hyperion, currently a 66% owned subsidiary of the Company, and terminated
his employment agreement with Adelphia. Mr. Milliard serves as President and
Chief Operating Officer of Hyperion. Mr. Milliard's employment agreement with
Hyperion provides for base salary, annual cash bonuses based on achievement,
stock options and stock bonuses, certain employee benefits and certain
change-in-control and other provisions, and expires on March 31, 2001 unless
terminated earlier pursuant to its terms. Mr. Milliard will continue to serve as
a director, senior vice president and secretary of Adelphia, although he will
receive no additional compensation for serving in such capacities.

         During fiscal 1996 the Company began paying 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 (a)(ii) and (iii) to the Summary Compensation Table above.


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 $750 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.




<PAGE>


Item 12.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

         The following table sets forth, based on information available to the
Company as of July 27, 1998, 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
such Common Stock, based on 20,043,528 shares of Class A Common Stock and
10,944,476 shares of Class B Common Stock outstanding, respectively, as of such
date. Unless otherwise noted, the individuals have sole voting and investment
power. The business address of each such 5% beneficial owner named below, unless
otherwise noted, is Main at Water 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 and Addresses                                    Stock             Stock           Stock            Stock

<S>                                            <C>                    <C>           <C>                   <C>
John J. Rigas                                                   (a)           (b)      5,883,004(c)          53.8%
Michael J. Rigas                                                (a)           (b)      1,915,970(c)          17.5%
Timothy J. Rigas                                                (a)           (b)      1,915,970(c)          17.5%
James P. Rigas                                                  (a)           (b)      1,151,634(c)          10.5%
Daniel R. Milliard                                         1,000(d)           (e)                 -              -
Perry S. Patterson                                            2,250           (e)                 -              -
Pete J. Metros                                                  100           (e)                 -              -
Dennis P. Coyle                                               1,000           (e)                 -              -
All executive officers and directors
   as a group (eight persons)                      26,897,247(a)(c)           (b)     10,572,713(c)          96.6%

Syracuse Hilton Head Holdings, L.P.                    2,398,151(f)         12.0%                 -              -
   Main at Water Street
   Coudersport, Pennsylvania 16915

Highland Holdings                                     13,849,915(g)         47.0%                 -              -
   Main at Water Street
   Coudersport, Pennsylvania 16915

Ellen K. Rigas                                                  (h)           (i)        371,762(c)           3.4%
   Main at Water Street
   Coudersport, Pennsylvania 16915

Capital Research and Management Co.                    1,784,200(j)          9.4%                 -              -
   333 South Hope Street
   Los Angeles, California 90071

Telesat Cablevision, Inc.                              3,449,889(k)         15.4%                 -              -
   700 Universe Blvd.
   Juno Beach, Florida 33408

Booth American Company                                    3,571,428         17.8%                 -              -
   333 W. Fort Street, 12th Floor
   Detroit, MI 48226
<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. 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-1,700 shares directly and
         360,100 shares through Syracuse Hilton Head Holdings, L.P. ( "SHHH ");
         Michael J. Rigas, 193,500 shares-200 shares directly and 193,300 shares
         through SHHH; Timothy J. Rigas, 193,500 shares-200 shares directly and
         193,300 shares through SHHH; James P. Rigas, 193,300 shares indirectly
         through SHHH. John J. Rigas shares voting power with his spouse with
         respect to 106,300 of such shares held through SHHH. Each of John J.
         Rigas, Michael J. Rigas, Timothy J. Rigas and James P. Rigas also share
         voting and dispositive power with respect to 4,415,953 shares of Class
         A Common Stock beneficially owned by Highland Communications, L.L.C.,
         9,433,962 shares of Class A Common Stock deemed to be beneficially
         owned by Highland Preferred Communications, L.L.C. and 1,458,151 shares
         of Class A Common Stock held by SHHH. See notes (f) and (g) below.

(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, and the conversion into
         Class A Common Stock of Series C Cumulative Convertible Preferred Stock
         ("Convertible Preferred Stock"), currently held by such individual
         holder or over which such individual holder has or shares voting or
         investment power as disclosed in note (a) above or note (f) below, the
         percentage of Class A Common Stock owned by John J. Rigas, Michael J.
         Rigas, Timothy J. Rigas and James P. Rigas, and by all executive
         officers and directors as a group (eight persons), would be 62.8%,
         57.9%, 57.9%, 56.8% and 67.2%, respectively. Further, after giving
         effect to an additional 4,966,540 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 the Class B Stockholders Agreement discussed
         in the paragraph following this table (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 67.4%.

(c)      The amounts shown include 97,949 of the same shares which are owned of
         record by Dorellenic (a partnership owned principally by the Company's
         executive officers), 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.

(d)      Daniel R. Milliard shares voting and investment power with his spouse
         with respect to these shares.

(e)      Less than 1%.

(f)      SHHH, Doris Holdings, L.P. ("Doris"), the general partner of SHHH, 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 SHHH. In addition, through irrevocable proxies,
         each of the above-named individuals shares with SHHH the power to vote
         or direct the vote of such number of shares of Class A Common Stock
         held by as is specified in note (a) above.

(g)      Highland Communications,  L.L.C. and Highland Preferred Communications,
         L.L.C. beneficially own shares of Class A Common Stock and are
         wholly-owned subsidiaries of Highland Holdings, L.P. ("Highland"),
         which may be deemed to share voting and investment power with respect
         to the shares held by it wholly-owned subsidiaries. See note (a) above.
         Highland, as beneficially owned, is a general partnership, the general
         partners of which include John J. Rigas, Michael J. Rigas, Timothy J.
         Rigas, James P. Rigas and Ellen K. Rigas, each of whom is deemed to
         share voting and investment power with respect to the shares held by
         Highland and its subsidiaries. The amount shown includes 9,433,962
         shares of Class A Common Stock into which 80,000 shares of the
         Company's Convertible Preferred Stock held by Highland Preferred
         Communications, L.L.C. is convertible.

(h)      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 13,849,915 shares of Class A Common Stock held by
         Highland. See note (g) above. Ellen K. Rigas is the daughter of John J.
         Rigas.

(i)      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, and the conversion into Class A Common
         Stock of Convertible Preferred Stock, held by Ellen K. Rigas or over
         which Ellen K. Rigas has or shares voting or investment power as
         discussed in note (h) above, the percentage of Class A Common Stock
         owned by Ellen K. Rigas would be 48.2%.

(j)      According to a Schedule 13G and other information provided to the
         Company, Capital Research and Management Company, an investment
         adviser, exercises sole dispositive power with respect to 1,784,200 of
         such shares, and World Fund, Inc., an investment company which is
         advised by Capital Research and Management Company, has sole voting
         power over 1,185,800 of such shares.

(k)      According to a Schedule  13D, the named entity shares  voting and 
         dispositive power over the shares with FPL Group Capital, Inc., the
         parent of Telesat Cablevision, Inc., FPL Group, Inc., the parent of FPL
         Group Capital, Inc., and Cable L.P. I, Inc. and Telesat Cablevision of
         South Florida, Inc., subsidiaries of Telesat Cablevision, Inc.
         ("Telesat"). Telesat is the Company's joint venture partner in Olympus
         and is also a holder of in excess of five percent of the Company's
         Class A Common Stock. The consent of both the Company and Telesat is
         required under the Olympus partnership agreement for certain material
         transactions. Mr. Dennis P. Coyle is the nominee of Telesat for
         election to the Board of Directors of the Company. The amount shown
         above includes, as beneficially owned, 2,358,490 shares of Class A
         Common Stock into which 20,000 shares of the Company's Convertible
         Preferred Stock held by Telesat.
</FN>
</TABLE>

         John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas,
Ellen K. Rigas, Daniel R. Milliard, Dorellenic and the Company have entered into
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. John J. Rigas has also entered into a Stock
Purchase Agreement with the other holder of Class B Common Stock who is not a
party to the Class B Stockholders Agreement which gives John J. Rigas certain
rights to acquire the shares of Common Stock of such stockholder under certain
conditions.



<PAGE>


Item 13. Certain Relationships and Related Transactions

Management Services

         During the fiscal year ended March 31, 1998, 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, Daniel R. Milliard
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 volume purchases of
equipment, pay programming 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 $2,373,000 for fiscal 1998. In addition, the Company
paid $2,485,000 to other entities owned by members of the Rigas family,
primarily for property, plant and equipment. The Company believes that these
fees were no less favorable than the fees which the Company believes it could
obtain in similar transactions with unrelated third parties.


Real Estate

         During fiscal 1998, the Company leased from Dorellenic certain real
estate used in connection with the operations of the Company. The partners of
Dorellenic are John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas
and Ellen K. Rigas. The leases were for varying terms, generally provided for
monthly rental payments equal to fair market value rentals, and were no less
favorable than the terms of leases which the Company believes it could obtain
from unrelated third parties. The Company pays all operating expenses in
connection with the leased property. Real estate and other rental payments to
Dorellenic totaled $104,000 for fiscal 1998.


Loans to and from Affiliates

         Certain loans to and from the Company by or to affiliates (which do not
include Olympus) as of March 31, 1998 are summarized below. Interest is charged
on such loans to affiliates at rates which ranged from 6.9% to 15.0% for the
year ended March 31, 1998.

         Total interest income on loans to affiliates, excluding Olympus,
aggregated $9,869,000 for fiscal 1998. In addition, net settlement amounts under
interest rate swap agreements with the Managed Partnerships, recorded as
adjustments to interest expense during the period incurred, increased the
Company's interest expense by $128,000 for fiscal 1998.

         The Company earned a $3,750,000 preferred return on its Preferred Class
B Limited Partner Interest in SHHH for fiscal 1998.

         Net receivables due from the Managed Partnerships 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
$26,341,000 at March 31, 1998.

         During fiscal 1998 the Company made net advances of $1,075,000 to
Dorellenic. At March 31, 1998, net receivables from Dorellenic (including
accrued interest) were $25,917,000. Amounts advanced to Dorellenic were
primarily used for working capital purposes.

         During fiscal 1990 and 1991, the Company loaned an aggregate $255,000
to Daniel R. Milliard and an unaffiliated third party, pursuant to several
revolving term and term notes, for capital expenditures and working capital
purposes. As of March 31, 1998, the outstanding amount of these loans was
$152,500.

         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,
Daniel R. Milliard, Dorellenic and/or the Managed Partnerships during fiscal
1998 was $52,258,000 at March 31, 1998.


Co-Borrowing Agreement

         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 during fiscal
1998.


Business Opportunities

         The Company's executive officers have entered into 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.

         On December 3, 1997, the Company, SHHH and Highland completed a trade
of certain cable systems serving approximately 49,700 subscribers with Time
Warner Cable companies serving approximately 57,900 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.

         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 a Registration Rights Agreement, as amended, between the
Company and the holders of Class B Common Stock, John J. Rigas has 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 have 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 have 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 are subject to limitation at the discretion of the managing
underwriter of such offering.

         On June 22, 1997, Adelphia entered into an agreement with Highland
Holdings and Telesat Cablevision, Inc. pursuant to which Highland Holdings and
Telesat Cablevision, Inc., respectively, purchased from Adelphia on July 7,
1997, 80,000 and 20,000 shares of Series C Cumulative Convertible Preferred
Stock, with a liquidation preference of $1,000 per share, at a purchase price of
$970 per share. Each share of Series C Cumulative Convertible Preferred Stock is
convertible into 117.9245 shares of Class A Common Stock of Adelphia at $8.48
per share, bears dividends of 8-1/8% of the liquidation preference per share,
and is redeemable at the option of Adelphia after three years from the date of
issuance at a premium declining to par. On July 7, 1997, Adelphia also sold
550,000 shares of Series A 13% Cumulative Exchangeable Preferred Stock to
Highland Holdings for $98.8421 per share, a price per share equal to the price
paid by the initial purchasers of 950,000 shares of the same preferred stock
after discounts and commissions. The closing of the offerings on July 7, 1997 of
$150,000,000 aggregate principal amount of 10-1/2% Senior Notes due 2004 to
institutional investors and the 950,000 shares of 13% Cumulative Exchangeable
Preferred Stock were conditioned upon the completion of the sale of the Series C
Cumulative Convertible Preferred Stock. On August 8, 1997, Highland Holdings
sold the 550,000 shares of Series A 13% Cumulative Exchangeable Preferred Stock
to an unaffiliated third party. In connection with such transactions, Adelphia
entered into Registration Rights Agreements with Highland Holdings and Telesat
Cablevision, Inc. with respect to the registration of the Series C Cumulative
Convertible Preferred Stock and with Highland Holdings and the initial
purchasers with respect to the 13% Cumulative Exchangeable Preferred Stock.

         The consent of both the Company and Telesat is required under the 
Olympus partnership agreement for certain material transactions.  As noted 
earlier, Mr. Dennis Coyle is the nominee of Telesat for election to the Board of
Directors of the Company.

         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.