EXHIBIT 10.21.2  AMENDMENT NO. 1  AMENDMENT NO. 1 dated as of October 7, 1998, between FRONTIERVISION
OPERATING PARTNERS, L.P., a limited partnership duly organized and validly
existing under the laws of the State of Delaware (the Company); each
of the Subsidiaries of the Company identified under the caption SUBSIDIARY
GUARANTORS on the signatures pages hereto (individually, a Subsidiary
Guarantor and, collectively the Subsidiary Guarantors and,
together with the Borrower, the Obligors); and each of the lenders
that is a signatory hereto identified under the caption LENDERS on the
signature pages hereto.  The Company, the Subsidiary Guarantors, certain lenders, the Chase
Manhattan Bank, as Administrative Agent, J.P. Morgan Securities Inc., as Syndication
Agent and CIBC Inc., as Documentation Agent are parties to a Second Amended and
Restated Credit Agreement dated as of December 19, 1997 (the Credit
Agreement).  The Obligors and the
Lenders wish to amend the Credit Agreement in certain respects and,
accordingly, the parties hereto hereby agree as follows:  Section 1.  Definitions.  Except as otherwise defined in this Amendment
No. 1, terms defined in the Credit Agreement are used herein as defined
therein.  Section 2.  Amendments.  Subject to the satisfaction of the conditions
to effectiveness specified in Section 4 hereof, but with effect on and after
the date hereof, the Credit Agreement shall be amended as follows:  2.01         Definitions.  The following definitions set forth in
Section 1.01 of the Credit Agreement are amended in their entirety to read as
follows:  Debt Ratio shall mean, as at any
date (but subject in any event to the provisions of Section 8.10(e) hereof),
the ratio of:  (a)           the
sum of the aggregate amount of all Indebtedness of the Company and its
Restricted Subsidiaries and all letters of credit contemplated by Section
8.07(e) hereof; but excluding all performance bonds contemplated by said
Section as at such date minus, for purposes o Section 8.10(b) only (and
not for purposes of the definition of Applicable Margin), for any date on or
before March 30, 2000, $20,000,000 to  (b)           the
product of EBITDA for the fiscal quarter ending on, or most recently ended
prior to such date times four.


EBITDA shall mean, for any period,
the sum, for the Company and its Restricted Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP), of the
following:  (a)           gross
operating revenue for such period derived in the ordinary course of business in
respect of the CATV Systems of the Company and its Restricted Subsidiaries
(including revenues arising from second outlets and remotes and advertising
revenues, and including pay-per-view revenues and installation fees, but
excluding interest income and unusual items) minus  (b)           all
operating expenses for such period, including, without limitation, technical,
programming, selling and general administrative expenses incurred by the
Company and its Restricted Subsidiaries during such period, but excluding (to
the extent included in operating expenses) depreciation, amortization, Interest
Expense, any non-cash charges (including, without limitation, non-cash pension
expenses and any Tax Payment amount for the relevant period) plus  (c)           transaction
costs (including, without limitation, legal expenses, brokerage commissions,
investment banking fees and the like) incurred in connection with (w) the
Previous Acquisitions and the Scheduled Acquisitions and this Agreement and the
other transactions that are contemplated hereby to occur on or before the
Effective Date, (x) any Subsequent Acquisition, (y) the incurrence of the
Subordinated Indebtedness or (z) the incurrence of the Senior Discount Debt, in
the case of each of the foregoing clauses (w), (x), (y) and (z), to the extent
the same are (A) paid within twelve months of the date the respective event
giving rise to such transaction costs shall occur, and (B) expensed and not
capitalized.  For purposes hereof, gross operating revenue and operating expenses
shall both be determined exclusive of extraordinary and non-recurring gains or
losses, and any gains or losses from the sale of assets.  For purposes of determining EBITDA:  (A)          for
periods prior to the date of the A-R Acquisition, EBITDA for each day during
such period attributable to the CATV Systems acquired pursuant to the A-R
Acquisition shall be deemed to be equal to $22,710.00 (determined by the
Company as provided in Schedule X hereto);  (B)           for
periods prior to the date of the TCI-NE Acquisition, EBITDA for each day during
such period attributable to the CATV Systems acquired pursuant to the TCI-NE
Acquisition shall be deemed to  2


be equal to $11,024.00 (determined by the Company as provided in
Schedule X hereto);  (C)           for
periods prior to the date of the Harolds Acquisition, EBITDA for each day
during such period attributable to the CATV Systems acquired pursuant to the
Harolds Acquisition shall be deemed to be equal to $617.00 (determined by the
Company as provided in Schedule X hereto);  (D)          for
periods prior to the date of the CoxCom Acquisition, EBITDA for each day during
such period attributable to the CATV Systems acquired pursuant to the CoxCom
Acquisition shall be deemed to be equal to $52,319.00 (determined by the
Company as provided in Schedule X hereto);  (E)           for
periods prior to the date of the TCI-Ohio Acquisition, EBITDA for each day
during such period attributable to the CATV Systems acquired pursuant to the
TCI-OhioAcquisition shall be deemed to be equal to $13,903.00 (determined by
the Company as provided in Schedule X hereto);  (F)           for
periods prior to the date of the Eastern-Kentucky Acquisition, EBITDA for each
day during such period attributable to the CATV Systems acquired pursuant to
the Eastern Kentucky Acquisition shall be deemed to be equal to $1,316.00
(determined by the Company as provided in Schedule X hereto);  (G)           for
periods prior to the date of the NECMA-NE Acquisition, EBITDA for each day
during such period attributable to the CATV Systems acquired pursuant to the
NECMA-NE Acquisition shall be deemed to be equal to $13,683.00 (determined by
the Company as provided in Schedule X hereto); and  (H)          for
periods prior to the date of the State Acquisition, EBITDA for each day during
such period attributable to the CATV Systems acquired pursuant to the State
Acquisition shall be deemed to be equal to $45,809.00 (determined by the
Company as provided in Schedule X hereto).  For all purposes of this Agreement (other than for purposes of EBITDA as
used in the definition of Excess Cash Flow), if during any period for which
EBITDA is being determined the Company or any of its Restricted Subsidiaries
shall have made any acquisition or disposition of any CATV System (but
excluding the CATV Systems acquired pursuant to the Acquisitions referred to in
clauses (A) through (H) above), then EBITDA shall be determined on the basis of
the actual  3


results of operations of the Company and its Restricted Subsidiaries
for such period, adjusted by:  (I)            in
the case of a Subsequent Acquisition the aggregate Purchase Price of which is
less than or equal to $50,000,000, such amount as the Company shall determine,
reasonably and in good faith, to be appropriate to reflect the effect of the
relevant acquisitions and dispositions during such period (and the Company
shall, promptly following the consummation of such Acquisition, notify the
Administrative Agent (which shall notify the Lenders thereof promptly) of such
amount); and  (II)           in
the case of a Subsequent Acquisition the aggregate Purchase Price of which
exceeds $50,000,000, such amounts as the Company and the Majority Lenders shall
agree to be appropriate to reflect the effect of the relevant acquisitions and
dispositions during such period (provided that, in the absence of such
an agreement between the Company and the Majority Lenders, EBITDA shall be
determined on a pro forma basis for such period as if the relevant acquisition
or disposition had been made or consummated on the first day of such period,
whether or not such first day shall occur prior to the Effective Date).  Fixed Charges Ratio shall mean, as
at any date (but subject in any event to the provisions of Section 8.10(e)
hereof), the ratio of:  (a)           the
sum of the product of (x) the sum of (i) EBITDA for the fiscal quarter ending
on or most recently ended prior to such date (but without duplication of the
provisions of Section 8.10(e)) plus (ii) all interest income of the
Company and its Restricted Subsidiaries for such fiscal quarter times
(y) four plus the least of (A) the amount of the unused and available
Revolving Credit Commitment as at the last day of such fiscal quarter, or (B)
the amount of additional Senior Debt that could be incurred at such last day in
accordance with the Senior Debt Ratio requirement set forth in Section 8.10(a),
or (C) the amount of additional Indebtedness that could be incurred at such
last day in accordance with the Debt Ratio requirement of Section 8.10(b) to  (b)           Fixed
Charges for the period of four fiscal quarters ending on or most recently ended
prior to such date.  Senior Debt Ratio shall mean, as at
any date (but subject in any event to the provisions of Section 8.10(e)
hereof), the ratio of:  (a)           the
sum of the aggregate amount of all Indebtedness of the Company and its
Restricted Subsidiaries (excluding all Subordinated Indebtedness and
performance bonds contemplated by Section 8.07(f)  4


hereof but including all letters of credit contemplated by said
Section) as at such date minus, for any date on or before March 30,
2000, $20,000,000 to  (b)           the
product of EBITDA for the fiscal quarter ending on, or most recently ended
prior to such date times four.  2.02         Certain Financial
Covenants.  Section 8.10 of the
Credit Agreement shall be amended in its entirety to read as follows:  8.10       Certain Financial
Covenants.  (a)           Senior
Debt Ratio.  The Company will not
permit the Senior Debt Ratio (determined in accordance with Section 8.10(e)
hereof) to exceed the following respective ratios at any time during the
following respective periods:  Period
  
  RatioFrom the Effective Date
  through and including
  December 30, 1999
  
  5.50 to 1From December 31, 1999
  through and including
  December 30, 2000
  
  5.00 to 1From December 31, 2000
  through and including
  December 30, 2001
  
  4.50 to 1From December 31, 2001
  and at all times
  thereafter
  
  4.00 to 1  (b)           Debt
Ratio.  The Company will not permit
the Debt Ratio (determined in accordance with Section 8.10(e) hereof) to exceed
the following respective ratios at any time during the following respective
periods:  Period
  
  RatioFrom the Effective Date
  through and including
  December 30, 1999
  
  6.75 to 1  5


From December 31, 1999
  through and including
  December 30, 2000
  
  6.25 to 1From December 31, 2000
  through and including
  December 30, 2001
  
  5.50 to 1From December 31, 2001
  and at all times
  thereafter
  
  5.00 to 1  (c)           Interest
Coverage Ratio.  The Company will not
permit the Interest Coverage Ratio (determined in accordance with Section
8.10(e) hereof) to be less than the following respective ratios at any time
during the following respective periods:  Period
  
  RatioFrom the Effective Date
  through and including
  March 30, 2000
  
  1.50 to 1From March 31, 2000
  through and including
  September 29, 2002
  
  1.75 to 1From September 30, 2002
  and at all times
  thereafter
  
  2.00 to 1  (d)           Fixed
Charges Ratio.  The Company will not
permit the Fixed Charges Ratio (determined in accordance with Section 8.10(e)
hereof) to be less than the following respective ratios at any time during the
following respective periods:  Period
  
  RatioFrom the Effective Date
  through and including
  September 29, 2000
  
  1.00 to 1From September 30, 2000
  and at all times
  thereafter
  
  1.05 to 1  6


(e)           Computations
of Ratios.  Solely for purposes of
computing the Senior Debt Ratio, Debt Ratio, Interest Coverage Ratio and Fixed
Charges Ratio for purposes of this Section 8.10:  (i)            Indebtedness
shall be deemed to exclude obligations in respect of undrawn letters of credit,
performance bonds and similar instruments issued or accepted by banks and other
financial institutions in the ordinary course of business of the Company and
its Restricted Subsidiaries; and  (ii)           at
any time when proceeds of a Disposition are held by the Administrative Agent in
the Collateral Account, the amount of Loans outstanding hereunder at such time
shall be deemed to be net of the balance of the cash and investments held in
the Collateral Account at such time.  Section 3.  Consent to State
Acquisition.  Subject to the
satisfaction of the conditions to effectiveness specified in Section 4 hereof,
but with effect on and after the date hereof, the Majority Lenders hereby
consent to the acquisition by the Company of CATV Systems in Maine and New
Hampshire from State Cable TV Corp., pursuant to an Asset Purchase Agreement
dated June 24, 1998 between State Cable TV Corp. and the Company,
notwithstanding that the aggregate Purchase Price of such acquisition exceeds
the limitation of $150,000,000 set forth in Section 8.05(b)(iv)(A) of the
Credit Agreement, so long as (i) such aggregate Purchase Price does not exceed
$192,000,000 and (ii) the Company complies with all other requirements with
respect to such acquisition set forth in Section 8.05(b)(iv) of the Credit
Agreement.  Section 4.  Conditions
Precedent.  This Amendment No. 1 and
the amendments, consents and agreements set forth herein shall become
effective, as of the date hereof, upon the receipt by the Administrative Agent
from the Company, each Subsidiary Guarantor and Lenders constituting the
Majority Lenders under the Credit Agreement of either (i) a counterpart of
this Amendment signed on behalf of such Person or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy facsimile
transmission of a signed signature page of this Amendment) that such Person has
signed a counterpart of this Amendment.  Section 5.  Miscellaneous.  Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect.  This Amendment No. 1 may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same amendatory instrument and any of the parties hereto may execute this
Amendment No. 1 by signing any such counterpart.  This Amendment No. 1 shall be governed by,
and construed in accordance with, the law of the State of New York.  7


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly
executed and delivered as of the day and year first above written.  FRONTIERVISION OPERATING PARTNERS, L.P.By:
  FrontierVision Holdings, L.P., as general partner of
  FrontierVision Operating Partners, L.P.By:
  FrontierVision Partners, L.P., as general
  partner of FrontierVision Holdings, L.P.By:
  FVP GP, L.P., as general partner of
  FrontierVision Partners, L.P.By: FrontierVision Inc., as       general partner of FVP GP,       L.P.By:
  /s/ FRONTIERVISION OPERATING PARTNERS, L.P.Title:     SUBSIDIARY GUARANTORS  By its signature below each Subsidiary Guarantor (i) consents to the
foregoing Amendment No. 1 and confirms that the obligations of the Company
under the Credit Agreement as herein amended and under the Notes (if any) and
in respect of Pari Passu Obligations are entitled to the benefits of the
Subsidiary Guarantee Agreement executed by each Subsidiary Guarantor,
respectively (and shall constitute Guaranteed Obligations (as defined in such
Subsidiary Guarantee Agreement) under and for all purposes of such Subsidiary
Guarantee Agreement and (ii) together with the Administrative Agent (acting
with the consent of the Majority Lenders under the Existing Credit Agreement)
agrees that references in such Subsidiary Guarantee Agreement to the Credit
Agreement shall be deemed to be references to the Credit Agreement as amended
herein.  FRONTIERVISION CAPITAL
  CORPORATION
  FRONTIERVISION CABLE NEW 
  ENGLAND, INC.By:
  /s/ FRONTIERVISION CAPITAL CORPORATION
  
  By:
  /s/ FRONTIERVISION CABLE NEW ENGLAND, INC.Title:
  
  Title:  8