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CERTIFICATE OF INCORPORATION
OF
ADELPHIA COMMUNICATIONS CORPORATION

          FIRST:  The name of the corporation is Adelphia
Communications Corporation.

          SECOND:  The address of the corporation's registered
office in the State of Delaware is 32 Loockerman Square, Suite L-
100, in the City of Dover, County of Kent.  The name of its
registered agent at such address is the Prentice-Hall Corporation
System, Inc.

          THIRD:  The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

          FOURTH:  The aggregate number of shares of capital
stock which the Corporation shall have the authority to issue
shall be 230,000,000 shares which shall be classified into three
classes as follows:

          5,000,000 shares of Preferred Stock, par value $.01 per
          share (the "Preferred Stock");
          
          200,000,000 shares of Class A Common Stock, par value
          $.01 per share; and
          
          25,000,000 shares of Class B Common Stock, par value
          $.01 per share.
          
The Class A Common Stock and the Class B Common Stock are
sometimes together referred to as the "Common Stock."

          A description of each class of shares and a statement
of the designations and the powers, preferences, and rights and
the qualifications, limitation, or restrictions thereof and of
the authority vested in the Board of Directors to establish
series of the Preferred Stock and to fix the variations in the
relative rights and preferences as between the series of such
class are as follows:

          1.   The Preferred Stock.

          The Board of Directors is authorized, subject to
limitations prescribed by law, to provide for the issuance of the
Preferred Stock in series, and by filing a certificate pursuant
to the applicable law of the State of Delaware, to establish from
time to time the number of shares to be included in each such
series, and to fix the designations and the powers, preferences
and rights of the shares of each such series and the
qualifications, limitations, or restrictions thereof.

          The authority of the Board with respect to each series
shall include, but not be limited to, determination of the
following:

          (a)  The number of shares constituting that series and the
               distinctive designation of that series;
               
(b)  The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payment of
dividends on shares of that series;
(c)  Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such
voting rights;
(d)  Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as
the Board of Directors shall determine;
(e)  Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they
shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and
at different redemption dates;
(f)  Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the
terms and amount of such sinking fund;
(g)  The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, and the relative rights of priority, if any,
of payment of shares of that series;
(h)  Any other relative rights, preferences and limitations of
that series.
          Dividends on outstanding shares of Preferred Stock
shall be paid or declared and set apart for payment before any
dividends shall be paid or declared and set apart for payment on
the Common Stock with respect to the same dividend period.

          If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the assets
available for distribution to holders of shares of Preferred
Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all
series of Preferred Stock in accordance with the respective
preferential amounts (including unpaid cumulative dividends, if
any) payable with respect thereto.

          2.   The Common Stock.

          a.   Voting Rights

               (i)  The holders of Class A Common Stock shall be entitled by
class vote, exclusive of all other stockholders, to elect one
director of the entire Board of Directors of the Corporation at
any annual meeting of the stockholders for the election of
directors.  If during the interval between annual meetings of
stockholders for the election of directors, the number of
directors who have been elected by the holders of Class A Common
Stock shall, by reason of resignation, death, disqualification or
removal, be reduced, the vacancy or vacancies in the directors so
created may be filled by a majority vote of the remaining
directors then in office, even if less than a quorum, or by a
sole remaining director.  Any director elected by the remaining
directors then in office to fill any vacancy in the directorship
designated by the holders of Class A Common Stock may be removed
from office, with or without cause, by vote of the holders of or
majority of the shares of Class A Common Stock voting as a class.

(ii) Except as provided in Sub-paragraph (i) above, each holder
of Class A Common Stock shall be entitled to one vote for each
share of Class A Common Stock held by such stockholder in the
election of directors and on all other matters presented to the
stockholders, and each holder of Class B Common Stock shall be
entitled to ten votes for each share of Class B Common Stock held
by such stockholder in the election of directors and on all other
matters presented to stockholders.  The stockholders of the
Corporation shall not be entitled to cumulate their votes in any
election of the directors of the Corporation.
(iii)     Except as provided in Sub-paragraph (i) above, the
holders of Class A Common Stock and Class B Common Stock (and any
series or class of Preferred Stock, if such series or class of
Preferred Stock shall be entitled to vote as a single class with
the Common Stock, pursuant to the designations, powers,
preferences, privileges and rights of such class or series) shall
vote together as a single class, except as otherwise required by
the General Corporation Law of Delaware, provided further,
however, that the number of authorized shares of Class A Common
Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the stock of the Corporation entitled to
vote, voting as a single class.
          b.   Conversion Rights

               (i)  Subject to and upon compliance with the provisions of this
Paragraph b, Class B Common Stock shall be convertible into fully
paid and nonassessable Class A Common Stock on the basis of one
share of Class A Common Stock for each share of Class B Common
Stock surrendered for conversion.  Any holder of Class B Common
Stock may, at the option of such holder, at any time during
normal business hours and from time to time convert any or all
shares of Class B Common Stock held by such holder into an equal
number of shares of Class A Common Stock by delivering to the
principal executive offices of the Corporation or any transfer
agent for the Class A Common Stock (i) the certificate or
certificates representing the share or shares of Class B Common
Stock to be converted, duly endorsed, (ii) written notice to the
Corporation stating that such holder elects to convert such share
or shares and stating the name and addresses in which each
certificate for the shares of Class A Common Stock issued upon
such conversion is to be issued, (iii) and any transfer tax
stamps or funds therefore required to be paid in connection with
the transfer.

(ii) Conversion shall be deemed to have been effected at the
close of business on the date of the surrender of the certificate
or certificates representing shares of Class B Common Stock in
the manner described above and such date is referred to herein as
the "Conversion Date."  On the Conversion Date or as promptly
thereafter as practicable, the Corporation or its transfer agent
shall issue and deliver to the holder of the shares of Class B
Common Stock surrendered for conversion a certificate for the
number of full shares of Class A Common Stock issuable upon the
conversion or transfer of such shares of Class B Common Stock.
The person in whose name the certificate is to be issued shall be
deemed to have become a holder of record of the shares of Class A
Common Stock on the Conversion Date.  The Corporation hereby
reserves and shall at all times reserve and keep available, out
of its authorized and unissued Class A Common Stock, for the
purposes of effecting conversions, such number of duly authorized
shares of Class A Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of
Class B Common Stock, provided, that nothing contained herein
shall be construed to preclude the Corporation from satisfying
its obligations in respect of the conversion by delivery of
purchased shares of Class A Common Stock which are held in the
treasury of the Corporation.  The Corporation covenants that if
any Class A Common Stock required to be reserved for purposes of
the conversion hereunder require registration with or approval of
any governmental authority under any federal or state law before
such Class A Common Stock may be issued upon conversion, the
Corporation will cause such shares to be duly registered or
approval, as the case may be.  The Corporation covenants that all
Class A Common Stock which shall be issued upon conversion of the
Class B Common Stock will, upon issue, be fully paid and
nonassessable and not subject to any preemptive rights.
(iii)     No adjustments in respect to dividends shall be made
upon the conversion of any share of Class B Common Stock,
provided, however, that if a share shall be converted subsequent
to the record date for the payment of a dividend or other
distribution on Class B Common Stock but prior to such payment,
the registered holder of such share at the close of business on
such record date shall be entitled to receive the dividend or
other distribution payable on such share on the date set for
payment of such dividend or other distribution notwithstanding
the conversion thereof hereunder or the Corporation's default in
payment of the dividend due on such date.
          c.   Dividends

               (i)  After there shall have been paid or declared and set apart
for payment full cumulative dividends for all past dividend
periods and the then current dividend period on any class or
series of Preferred Stock as provided for in the terms and
provisions of any such class or series of Preferred Stock (with
any interest required to be paid thereon), and after there shall
have been set apart a sum or sums sufficient to provide for all
past and then current sinking fund installments for the Preferred
Stock as provided in the terms and provisions, if any, of any
class or series of any Preferred Stock (with any interest
required to be paid thereon), then out of any funds lawfully
available therefor dividends may be paid upon the Common Stock
and upon any class of shares ranking as to dividends or
distribution of assets subordinate to the Preferred Stock if,
when and as declared by the Board of Directors in its discretion,
and shares of any outstanding class of share of the Corporation
ranking as to dividends or distribution of assets subordinate to
the Preferred Stock may be purchased, acquired, redeemed or
otherwise retired by the Corporation.

(ii) Except as hereinafter in this Paragraph c provided and
except with respect to a "stock dividend" as hereinafter defined,
no dividend may be declared or paid in cash on Class B Common
Stock unless concurrently therewith a dividend in the amount per
share of one hundred five percent (105%) of the amount per share
of the dividend declared and paid in cash on the Class B Common
Stock is declared and paid on the Class A Common Stock; and no
dividend may be declared or paid in property on either class of
Common Stock unless concurrently therewith a dividend of the same
value per share is declared and paid on the other class of Common
Stock.  If at any time a dividend is to be paid in Class A Common
Stock or Class B Common Stock (a "stock dividend"), such stock
dividend may be declared and paid only as follows:  (i) so long
as no share of Class A Common Stock has been issued and is
outstanding, shares of Class A Common Stock may be paid to
holders of Class B Common stock and (ii) if shares of both Class
A Common Stock and Class B Common Stock are issued and
outstanding, shares of Class A Common Stock may be paid only to
holders of Class A Common Stock and shares of Class B Common
Stock may be paid only to holders of Class B Common Stock, and
whenever a stock dividend is paid, the same number of shares of
stock shall be paid in respect of each outstanding share of Class
A Common Stock and each outstanding share of Class B Common
Stock.
          d.   Liquidation Rights.  In the event of any liquidation,
dissolution or winding up of the Corporation, or any reduction of
its capital, resulting in a distribution of its assets to its
stockholders, whether voluntary or involuntary, after there shall
have been paid or set apart for the holders of the Preferred
Stock the full preferential amount to which they are respectively
entitled pursuant to the terms and provisions of all outstanding
series and classes of Preferred Stock, there shall be paid to
holders of shares of Class A Common Stock the sum of $1.00 per
share and the amount of all unpaid declared dividends thereon
before any sums shall be paid or any assets distributed among the
holders of shares of Class B Common Stock (and if the assets of
the Corporation shall be insufficient to pay the holders of
shares of Class A Common Stock the full amount thus
distributable, then such assets shall be distributed ratably
among the holders of the shares of Class A Common Stock); then
and thereafter there shall be paid to the holders of shares of
Class B Common Stock the sum of $1.00 per share and the amount of
all unpaid declared dividends thereon (and if the assets of the
Corporation shall be insufficient to pay to holders of shares of
Class B Common Stock the full amount thus distributable, then the
entire remaining assets of the Corporation shall be distributed
ratably among the holders of the shares of Class B Common Stock);
and after the foregoing payments to the holders of the shares of
Class A Common Stock and the shares of Class B Common Stock, then
the remaining funds shall be distributed among and paid to the
holders of the shares of Class A Common Stock and the shares of
Class B Common Stock, share and share alike, and in proportion to
their holdings.

e.   Change in Class.  Neither the shares of Class A Common Stock
nor the shares of Class B Common Stock may be subdivided,
consolidated, reclassified or otherwise changed unless
concurrently the shares of the other class of Common Stock is
subdivided, consolidated, reclassified or otherwise changed in
the same proportion and the same manner.
f.   General.  Except as above provided, each share of Class A
Common Stock and each share of Class B Common Stock shall be
identical and have the same powers, preferences, rights,
qualifications, limitations and restrictions and rank equally,
share ratably and be identical in all respects as to all matters.
          FIFTH:  The name and mailing address of the
incorporator is Daniel R. Milliard, 5 West Third Street,
Coudersport, Pennsylvania  16915.

          SIXTH:  The Corporation shall have perpetual existence.

          SEVENTH:  The Board of Directors of the Corporation is
expressly authorized to adopt, amend or repeal by-laws of the
Corporation, but the stockholders may adopt additional by-laws
and may amend or repeal any by-law whether adopted by them or
otherwise.

          EIGHTH:  Elections of directors need not be by written
ballot except and to the extent provided in the by-laws of the
Corporation.

          NINTH:  Any director or the entire board of directors
may be removed, with or without cause, by the requisite vote of
the shares then entitled to vote upon such removal.

          TENTH:  A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director for
any act or omission occurring on or after July 1, 1986; provided,
however, that the foregoing shall not eliminate or limit the
liability of a director (a) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (b) for any
act or omission not in good faith or which involves intentional
misconduct or a knowing violation of law, (c) under Section 174
of the General Corporation Law of the State of Delaware , or
(d) for any transaction from which the director derived an
improper personal benefit.