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

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2001

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              16915-1141
               (Address of principal executive offices) (Zip code)


                                  814-274-9830
               (Registrant's telephone number including area code)

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 ______

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

At March 31, 2001, 153,442,270 shares of Class A Common Stock, par value $.01
per share, and 19,235,998 shares of Class B Common Stock, par value $.01 per
share, of the registrant were outstanding.








<PAGE>


<TABLE>
<CAPTION>

                       ADELPHIA COMMUNICATIONS CORPORATION

                                TABLE OF CONTENTS

                                                                                                        Page Number

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<S>                                                                                                     <C>
       Condensed Consolidated Balance Sheets - December 31, 2000 and
        March 31, 2001                                                                                        2
       Condensed Consolidated Statements of Operations and Comprehensive Loss -
        Three Months Ended March 31, 2000 and 2001                                                            3
       Condensed Consolidated Statements of Cash Flows - Three Months Ended
        March 31, 2000 and 2001                                                                               4
       Notes to Condensed Consolidated Financial Statements                                                   5

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
              of Operations                                                                                   12

Item 3.  Quantitative and Qualitative Disclosures about Market Risk                                           25

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                    26

Item 2.  Changes in Securities and Use of Proceeds                                                            27

Item 6.  Exhibits and Reports on Form 8-K                                                                     28

SIGNATURES                                                                                                    29
</TABLE>

SAFE HARBOR STATEMENT

    The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Form 10-Q, including Management's Discussion and Analysis of Financial Condition
and Results of Operations, is forward-looking, such as information relating to
the effects of future regulation, future capital commitments and the effects of
competition. Such forward-looking information involves important risks and
uncertainties that could significantly affect expected results in the future
from those expressed in any forward-looking statements made by, or on behalf of,
Adelphia Communications Corporation and subsidiaries ("Adelphia" or the
"Company"). These "forward looking statements" can be identified by the use of
forward-looking terminology such as "believes", "expects," "may," "will,"
"should," "intends" or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that involve
risks and uncertainties. These risks and uncertainties include, but are not
limited to, uncertainties relating to general business and economic conditions,
acquisitions and divestitures, risks associated with the Company's growth and
financings, the availability and cost of capital, government and regulatory
policies, the pricing and availability of equipment, materials, inventories and
programming, product acceptance, the Company's ability to execute on its various
business plans and to construct, expand and upgrade its networks, risks
associated with reliance on the performance and financial condition of vendors
and customers, technological developments, and changes in the competitive
environment in which the Company operates. Persons reading this Form 10-Q are
cautioned that forward-looking statements herein are only predictions, that no
assurance can be given that the future results will be achieved, and that actual
events or results may differ materially as a result of the risks and
uncertainties facing the Company. For further information regarding those risks
and uncertainties and their potential impact on the Company, see the prospectus
and most recent prospectus supplement filed under Registration Statement No.
333-78027, under the caption "Risk Factors."


<PAGE>


<TABLE>
<CAPTION>

                                           PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                                ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                  CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
                                    (Dollars in thousands, except share amounts)

                                                                                      December 31,         March 31,
                                                                                          2000               2001
                                                                                    ----------------    ---------------
ASSETS

<S>                                                                                 <C>                 <C>
Property, plant and equipment - net                                                 $    6,124,820      $   6,876,273
Intangible assets - net                                                                 14,091,402         15,376,659
Cash and cash equivalents                                                                  124,634            117,531
Restricted cash                                                                             54,178             37,462
Investments                                                                                246,974            231,853
Subscriber receivables - net                                                               248,582            271,156
Prepaid expenses and other assets - net                                                    605,819            679,367
Related party receivables - net                                                              3,071             20,859
                                                                                    ----------------    ---------------
          Total                                                                     $   21,499,480      $  23,611,160
                                                                                    ================    ===============

LIABILITIES, PREFERRED STOCK, COMMON STOCK AND
OTHER  STOCKHOLDERS' EQUITY

Subsidiary debt                                                                     $    9,179,773      $   9,374,821
Parent debt                                                                              3,423,640          4,286,551
Accounts payable                                                                           845,486            584,727
Subscriber advance payments and deposits                                                    58,222             67,559
Accrued interest and other liabilities                                                     706,217            780,144
Deferred income taxes                                                                    2,074,038          2,177,081
                                                                                    ----------------    ---------------
          Total liabilities                                                             16,287,376         17,270,883
                                                                                    ----------------    ---------------

Minority interests                                                                         616,223            702,007
                                                                                    ----------------    ---------------

Adelphia Business Solutions redeemable exchangeable preferred stock                        297,067            306,851
                                                                                    ----------------    ---------------

13% Series B cumulative redeemable exchangeable preferred stock                            148,535            148,579
                                                                                    ----------------    ---------------

Commitments and contingencies (Note 10)

Convertible preferred stock, common stock and other stockholders' equity:
8 1/8% Series C convertible preferred stock                                                     --                 --
5 1/2% Series D convertible preferred stock ($575,000 liquidation preference)                   29                 29
Class A common stock, $.01 par value, 1,200,000,000 shares authorized,
  133,788,334 and 154,533,794 shares issued, respectively                                    1,338              1,546
Class B common stock, $.01 par value, 300,000,000 shares authorized,
  19,235,998 shares issued and outstanding                                                     192                192
Additional paid-in capital                                                               6,839,686          7,713,491
Accumulated other comprehensive loss                                                       (16,362)            (8,316)
Accumulated deficit                                                                     (2,525,203)        (2,374,701)
Treasury stock, at cost, 1,091,524 shares of Class A common stock and
  20,000 shares of 8 1/8% Series C convertible preferred stock, respectively              (149,401)          (149,401)
                                                                                    ----------------    ---------------
   Convertible preferred stock, common stock and
     other stockholders'  equity                                                         4,150,279          5,182,840
                                                                                    ----------------    ---------------
          Total                                                                     $   21,499,480      $  23,611,160
                                                                                    ================    ===============



                      See the accompanying notes to condensed consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                  ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                           AND COMPREHENSIVE LOSS (Unaudited)
                                    (Dollars in thousands, except per share amounts)

                                                                                                  Three Months Ended
                                                                                                       March 31,
                                                                                            ------------------------------
                                                                                                  2000           2001
                                                                                            --------------- --------------

<S>                                                                                          <C>            <C>
Revenues                                                                                     $    672,719   $    838,183

Operating expenses:
  Direct operating and programming                                                                240,996        322,675
  Selling, general and administrative                                                             170,606        200,599
  Depreciation and amortization                                                                   200,526        265,142
  Restructuring charges                                                                                --          4,979
  Merger and integration costs                                                                         --            930
                                                                                            --------------- --------------
          Total                                                                                   612,128        794,325
                                                                                            --------------- --------------

Operating income                                                                                   60,591         43,858
                                                                                            --------------- --------------

Other income (expense):
  Interest expense - net                                                                         (198,392)      (291,628)
  Equity in loss of joint ventures                                                                 (3,414)        (5,599)
  Minority interest in net losses of subsidiaries                                                  18,911         16,845
  Adelphia Business Solutions preferred stock dividends                                            (8,635)        (9,784)
  Gain on cable systems swap                                                                           --        519,244
  Other                                                                                               (92)        (7,605)
                                                                                            --------------- --------------

          Total                                                                                  (191,622)       221,473
                                                                                            --------------- --------------

(Loss) income before income taxes, extraordinary loss and cumulative
   effect of accounting change                                                                   (131,031)       265,331
Income tax benefit (expense)                                                                       29,489       (106,077)
                                                                                            --------------- --------------

(Loss) income before extraordinary loss and cumulative effect of accounting change               (101,542)       159,254
Extraordinary loss on early retirement of debt                                                         --           (876)
Cumulative effect of accounting change (net of income tax benefit of $5,243)                           --         (8,448)
                                                                                            --------------- --------------

Net (loss) income                                                                                (101,542)       149,930
Dividend requirements applicable to preferred stock                                               (14,406)       (12,781)
                                                                                            --------------- --------------

Net (loss) income applicable to common stockholders                                              (115,948)       137,149

Other comprehensive (loss) income - unrealized loss on available-for-sale securities
     (net of income tax)                                                                           (5,099)         8,046
                                                                                            --------------- --------------

Comprehensive (loss) income                                                                  $   (121,047)  $    145,195
                                                                                            =============== ==============

Basic and diluted net (loss) income per weighted average share of common stock
   before extraordinary loss and cumulative effect of accounting change                      $      (0.91)  $       0.88
Basic and diluted extraordinary loss on early retirement of debt per weighted
   average share of common stock                                                                       --          (0.01)
Basic and diluted cumulative effect of accounting change per weighted average
   share of common stock                                                                               --          (0.04)

                                                                                            --------------- --------------
Basic and diluted net (loss) income per weighted average share of common stock               $      (0.91)  $       0.83
                                                                                            =============== ==============

Basic and diluted  weighted average shares of common  stock outstanding (in thousands)            127,333        165,912
                                                                                            =============== ==============


                       See the accompanying notes to condensed consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                 ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                                (Dollars in thousands)

                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                    -----------------------------------
                                                                                          2000                2001
                                                                                    ----------------    ---------------

Cash flows from operating activities:
<S>                                                                                 <C>                 <C>
  Net (loss) income                                                                 $     (101,542)     $     149,930
    Adjustments to reconcile net loss to net cash provided by (used for)
      operating activities:
        Depreciation and amortization                                                      200,526            265,142
        Noncash interest expense                                                            38,288             37,449
        Noncash restructuring charges                                                           --              4,979
        Noncash dividends                                                                    8,635              9,784
        Equity in loss of joint ventures                                                     3,414              5,599
        Gain on cable systems swap                                                              --           (519,244)
        Minority interest in losses of subsidiaries                                        (18,911)           (16,845)
        Extraordinary loss on early retirement of debt                                          --                876
        Loss on investments                                                                     --              2,295
        Cumulative effect of accounting change                                                  --              8,448
        (Decrease) increase in deferred income taxes                                       (35,123)           108,449
        Changes in operating assets and liabilities, net of effect
          of acquisitions and cable systems swap:
           Subscriber receivables                                                           (4,745)           (19,277)
           Prepaid expenses and other                                                      (46,872)           (64,025)
           Accounts payable                                                                  3,492           (267,656)
           Subscriber advance payments and deposits                                         14,187             12,421
           Accrued interest and other                                                      (23,505)            75,524
                                                                                    ----------------    ---------------
Net cash provided by (used for) operating activities                                        37,844           (206,151)
                                                                                    ----------------    ---------------

Cash flows from investing activities:
  Acquisitions                                                                             (10,037)          (865,551)
  Expenditures for property, plant and equipment                                          (384,382)          (683,521)
  Adelphia Business Solutions' investments in joint ventures and other                      (1,375)                --
  Investments in other joint ventures                                                      (15,435)            (7,201)
  Sale of U.S. government securities - pledged                                              15,312                 --
  Change in restricted cash                                                                     --             16,716
  Amounts advanced to related parties                                                      (75,539)           (17,788)
  Other                                                                                      2,158                 --
                                                                                    ----------------    ---------------
Net cash used for investing activities                                                    (469,298)        (1,557,345)
                                                                                    ----------------    ---------------

Cash flows from financing activities:
  Proceeds from debt                                                                       254,310          3,847,692
  Repayments of debt                                                                      (200,803)        (2,828,775)
  Costs associated with financings                                                            (786)           (38,035)
  Net proceeds from issuance of Class A common stock                                            --            788,292
  Net proceeds from issuance of Class B common stock                                       374,739                 --
  Preferred stock dividends paid                                                           (19,281)           (12,781)
                                                                                    ----------------    ---------------
Net cash provided by financing activities                                                  408,179          1,756,393
                                                                                    ----------------    ---------------

Decrease in cash and cash equivalents                                                      (23,275)            (7,103)

Cash and cash equivalents, beginning of period                                             186,874            124,634
                                                                                    ----------------    ---------------

Cash and cash equivalents, end of period                                            $      163,599      $     117,531
                                                                                    ================    ===============


                      See the accompanying notes to condensed consolidated financial statements.
</TABLE>


<PAGE>


              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                (Dollars in thousands, except per share amounts)


1.  Company and Basis of Presentation

    Adelphia Communications Corporation and subsidiaries ("Adelphia" or the
"Company") is a leader in the telecommunications industry with cable television
and local telephone operations. Adelphia's operations consist of providing
telecommunications services primarily over networks, which are commonly referred
to as broadband networks because they can transmit large quantities of voice,
video and data by way of digital or analog signals.

    Effective January 1, 2001, the Company adopted the provisions of Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities" as amended by SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities." These standards
require the Company to recognize all derivatives as either assets or liabilities
at fair value in its balance sheet. The accounting for changes in the fair value
of a derivative depends on the use of the derivative. To the extent that a
derivative is effective as a hedge of a future exposure to changes in value, the
fair value of the derivative is deferred in other comprehensive income. Any
portion considered to be ineffective is reported in the statement of operations
immediately.

    Adoption of these new standards on January 1, 2001 resulted in an increase
to assets and liabilities of approximately $500 and $300, respectively, and
transition loss of approximately $8,448 in net income (net of tax) and an
increase of approximately $8,300 in other comprehensive income (net of tax).

    The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions of Form 10-Q and Rule 10-01 of Regulation S-X. Such principles are
applied on a basis consistent with those reflected in the December 31, 2000
Annual Report on Form 10-K of the Company filed with the Securities and Exchange
Commission. The condensed consolidated financial statements contained herein
should be read in conjunction with the consolidated financial statements and
related notes contained in the December 31, 2000 Annual Report on Form 10-K. In
the opinion of management, the unaudited condensed consolidated financial
statements contained herein include all adjustments (consisting of only
recurring adjustments) necessary for a fair presentation of the results of
operations for the interim periods presented. These interim results of
operations are not necessarily indicative of results for future periods.

    Certain reclassifications have been made to prior period balances to conform
to the current period's presentation.

2.  Significant Events and Items Subsequent to December 31, 2000

    On January 1, 2001, the Company closed the previously announced cable
systems exchange with Comcast Corporation. As a result of this transaction,
Adelphia added approximately 443,000 basic subscribers in Los Angeles,
California and West Palm/Fort Pierce, Florida. In exchange, Comcast received
systems serving approximately 469,000 basic subscribers in suburban
Philadelphia, Pennsylvania, Ocean County, New Jersey, Ft. Myers, Florida,
Michigan, New Mexico and Indiana. The cable systems exchange has been recorded
at fair value and purchase accounting has been applied as of the date of the
transaction. This transaction resulted in a gain of $519,244 and an increase to
property, plant and equipment and intangibles of $41,751 and $474,282,
respectively. The Company has made a preliminary allocation of the purchase
accounting that is subject to final allocation.
<PAGE>

    On January 3, 2001, certain subsidiaries of Adelphia closed on a new short
term secured revolving credit facility. The facility is scheduled to expire
November 30, 2001 and provided for initial lending commitments of $1,300,000,
subject to reductions over time and upon the occurrence of certain events,
including certain debt financings and asset sales. During April 2001, the
commitment under this facility was reduced to $900,000. Subject to compliance
with the terms of this new credit facility, proceeds are available for general
corporate purposes. Approximately $360,000 of the facility was used to
permanently repay a subsidiary credit facility.

    On January 17, 2001, the Company entered into a stock purchase agreement
("January 2001 Rigas Common Stock Direct Placement") with Highland 2000, L.P.,
an entity controlled by members of the family of John Rigas, under which
Highland 2000, L.P. agreed to purchase 5,819,367 shares of Adelphia Class B
common stock. The January 2001 Rigas Common Stock Direct Placement will be at a
per share price equal to $42.96, plus an interest factor. Closing on the January
2001 Rigas Common Stock Direct Placement will occur by October 22, 2001 and is
subject to customary closing conditions.

    On January 17, 2001, the Company entered into a note purchase agreement
("January 2001 Rigas Notes Direct Placement") with Highland 2000, L.P., an
entity controlled by members of the family of John Rigas under which Highland
2000, L.P. agreed to purchase $167,400 aggregate principal amount of 6%
convertible subordinated notes due 2006. Proceeds from the January 2001 Rigas
Notes Direct Placement will be approximately $162,800, plus an interest factor.
The economic terms of these notes will be substantially similar to the terms of
the notes that were sold in the January 23, 2001 convertible notes offering
described below, except that these convertible notes are convertible into shares
of Adelphia Class B common stock. Closing on the January 2001 Rigas Notes Direct
Placement will occur by October 22, 2001, and is subject to customary closing
conditions.

    On January 23, 2001, and in a related transaction on February 22, 2001,
Adelphia sold 18,350,000 shares of its Class A common stock. Net proceeds of
this offering, after deducting offering expenses, were approximately $788,000.
Adelphia used the proceeds from the offering to repay subsidiary bank debt,
which may be reborrowed and used for general corporate purposes.

    On January 23, 2001, and in a related transaction on February 2, 2001,
Adelphia completed an offering of $862,500 of 6% convertible subordinated notes
due 2006. Net proceeds from this offering, after deducting offering expenses
were approximately $838,000. Adelphia used the proceeds from the offering to
repay subsidiary bank debt, which may be reborrowed and used for general
corporate purposes.

    During March 2001 the Company completed acquisitions of cable television
systems, including GS Communications, Inc., for approximately $800,000
consisting of approximately $705,000 in cash and 2,394,778 shares of Adelphia
Class A common stock. At the date of acquisition these cable television systems
served approximately 155,000 basic subscribers. The acquisitions were accounted
for under the purchase method of accounting. Accordingly, the financial results
of the acquired systems have been included in the consolidated results of
operations from the date acquired.

    In addition to the acquisitions mentioned above the Company completed
several other acquisitions. These acquisitions served approximately 38,100 basic
subscribers at the date of acquisition primarily in Georgia, Pennsylvania,
Virginia and Kentucky and were purchased for an aggregate purchase price of
approximately $150,000. The acquisitions were accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
have been included in the consolidated results of operations from the date
acquired.
<PAGE>

    The following unaudited financial information assumes that the acquisitions
of Prestige and Cablevision described in Note 1 in the Company's Annual Report
on Form 10-K had occurred on January 1, 2000.
<TABLE>
<CAPTION>


                                                                                        Three Months
                                                                                           Ended
                                                                                         March 31,
                                                                                            2000
                                                                                    -------------------

<S>                                                                                 <C>
              Revenues                                                              $         728,988
              Loss before extraordinary loss                                                  129,101
              Net loss                                                                        143,507
              Basic and diluted net loss per weighted average
                  share of common stock                                                          1.04
</TABLE>


    On April 19, 2001, the Company entered into a note purchase agreement
("April 2001 Rigas Notes Direct Placement") with Highland 2000, L.P., an entity
controlled by members of the family of John Rigas under which Highland 2000,
L.P. agreed to purchase $400,000 aggregate principal amount of 3.25% convertible
subordinated notes due 2021. Proceeds from the April 2001 Rigas Notes Direct
Placement will be approximately $390,000, plus an interest factor. The economic
terms of these notes will be substantially similar to the terms of the notes
that were sold in the April 25, 2001 convertible notes offering described below,
except that these convertible notes are convertible into shares of Adelphia
Class B common stock. Closing on the April 2001 Rigas Notes Direct Placement
will occur by January 21, 2002, and is subject to customary closing conditions.

    On April 25, 2001, and in a related transaction on May 11, 2001, Adelphia
completed an offering of $575,000 of 3.25% convertible subordinated notes due
2021. Net proceeds from this offering, after deducting offering expenses, were
approximately $563,000. Adelphia used the proceeds from the offering to repay
subsidiary bank debt, a portion of which may be reborrowed and used for general
corporate purposes.

    During April 2001 the Company executed an agreement regarding the
acquisition of cable television systems from AT&T Corp. which are expected to
add approximately 115,000 basic subscribers to the PONY cluster for an estimated
purchase price, after closing adjustments, of approximately $300,000 consisting
of approximately $73,000 in shares of Adelphia Class A common stock and the
remainder in cash. This transaction is subject to customary closing conditions,
including the receipt of necessary governmental approvals and other consents,
and is expected to close in the third quarter of 2001.





<PAGE>




3.  Debt

    Debt is summarized as follows:
<TABLE>
<CAPTION>

    Subsidiary Debt:

                                                                               December 31,        March 31,
                                                                                   2000              2001
                                                                            ----------------- ------------------
<S>                                                                            <C>            <C>
            Notes to banks and institutions                                    $  5,708,529   $      5,881,795
            13% Senior Discount Notes of Adelphia Business
              Solutions due 2003                                                    291,891            302,133
            12 1/4% Senior Secured Notes of Adelphia Business
              Solutions due 2004                                                    250,000            250,000
            12% Senior Subordinated Notes of Adelphia Business
              Solutions due 2007                                                    300,000            300,000
            10 5/8% Senior Notes of Olympus due 2006                                203,020            202,890
            11% Senior Subordinated Notes of FrontierVision Due 2006                210,706            210,247
            11 7/8% Senior Discount Notes Series A of
              FrontierVision due 2007                                               228,519            234,439
            11 7/8% Senior Discount Notes Series B of
              FrontierVision due 2007                                                84,820             86,512
            9 3/4% Senior Notes of Arahova due 2002                                 201,005            200,792
            Zero Coupon Senior Discount Notes of Arahova due 2003                   354,392            363,627
            9 1/2% Senior Notes of Arahova due 2005                                 250,950            250,890
            8 7/8% Senior Notes of Arahova due 2007                                 243,805            244,066
            8 3/4% Senior Notes of Arahova due 2007                                 217,440            217,728
            8 3/8% Senior Notes of Arahova due 2007                                  94,930             95,116
            8 3/8% Senior Notes of Arahova due 2017                                  94,420             94,504
            Senior Discount Notes of Arahova due 2008                               296,436            304,626
             Other subsidiary debt                                                  148,910            135,456
                                                                             ---------------- ------------------

                Total subsidiary debt                                          $  9,179,773   $      9,374,821
                                                                             ================ ==================
</TABLE>


    The following information updates to March 31, 2001 certain disclosures
included in Note 4 to Adelphia's consolidated financial statements contained in
the Annual Report on Form 10-K for the year ended December 31, 2000.
<TABLE>

<S>                                                                                               <C>
             Weighted average interest rate payable by subsidiaries
                under credit agreements with banks and institutions                                   7.11%
             Percentage of total indebtedness that bears interest at
                fixed rates for at least one year, after giving effect to certain
                interest rate swaps, caps and collars                                                60.75%
</TABLE>



<PAGE>



<TABLE>
<CAPTION>


    Parent Debt:

                                                                                December 31,         March 31,
                                                                                    2000                2001
                                                                             -----------------   -----------------
<S>        <C>                                                                <C>                 <C>
             9 1/4% Senior Notes due 2002                                            325,000             325,000
             8 1/8% Senior Notes due 2003                                            149,575             149,613
            10 1/2% Senior Notes due 2004                                            150,000             150,000
             7 1/2% Senior Notes due 2004                                            100,000             100,000
             9 7/8% Senior Notes due 2007                                            348,033             348,093
             8 3/8% Senior Notes due 2008                                            299,326             299,344
             7 3/4% Senior Notes due 2009                                            300,000             300,000
             7 7/8% Senior Notes due 2009                                            350,000             350,000
             9 3/8% Senior Notes due 2009                                            496,451             496,551
            10 7/8% Senior Notes due 2010                                            744,464             744,606
             6 % Convertible Subordinated Notes due 2006                                  --             862,500
             9 7/8% Senior Debentures due 2005                                       128,944             128,997
             9 1/2% Pay-In-Kind Notes due 2004                                        31,847              31,847
                                                                             -----------------   -----------------
                     Total parent debt                                       $     3,423,640     $     4,286,551
                                                                             =================   =================
</TABLE>


4.  Investments
<TABLE>
<CAPTION>

      Adelphia's nonconsolidated investments are as follows:
                                                                                December 31,        March 31,
                                                                                    2000              2001
                                                                             ----------------- ------------------
      Investments accounted for using the equity method:
      --------------------------------------------------
      Gross investment:
<S>                                                                           <C>              <C>
        Adelphia Business Solutions' joint ventures                           $       64,300   $         64,300
        Mobile communications                                                         23,391             26,319
        Media ventures                                                                16,508             16,508
        Other                                                                          2,920              2,920
                                                                             ----------------- ------------------
           Total                                                                     107,119            110,047
                                                                             ----------------- ------------------

      Investments accounted for using the cost method:
      Convertible preferred stock                                                     94,780             95,336
      Interactive Ventures                                                            41,946             45,945
      Other                                                                           19,865             17,758
                                                                             ----------------- ------------------
           Total                                                                     156,591            159,039
                                                                             ----------------- ------------------

      Investments accounted for as available-for-sale securities:
      Common stock and common stock warrants                                          36,602             21,704
                                                                             ----------------- ------------------

      Total investments before cumulative equity in net losses                       300,312            290,790
      Cumulative equity in net losses                                                (53,338)           (58,937)
                                                                             ----------------- ------------------
      Total investments                                                       $      246,974   $        231,853
                                                                             ================= ==================
</TABLE>

Certain investments in stock purchase warrants are considered derivatives (see
Note 11).
<PAGE>

5.  Related Party Receivables - Net

    Related party receivables - net represent advances to managed entities, John
J. Rigas and certain members of his immediate family (collectively, the "Rigas
Family"), including entities they own or control (the "Managed Entities"). No
related party advances are collateralized.

6.  Net (Loss) Income Per Weighted Average Share of Common Stock

    Basic net (loss) income per weighted average share of common stock is
computed based on the weighted average number of common shares outstanding after
giving effect to dividend requirements on the Company's preferred stock. Diluted
net loss per common share is equal to basic net loss per common share because
the Company's convertible preferred stock and outstanding stock options had an
antidilutive effect for the periods presented; however, the convertible
preferred stock and outstanding stock options could have a potentially dilutive
effect on earnings per share in future periods.

7.  Supplemental Financial Information

    Cash payments for interest were $182,237 and $243,516 for the three months
ended March 31, 2000 and 2001, respectively. Accumulated depreciation of
property, plant and equipment amounted to $1,575,941 and $1,532,489 at December
31, 2000 and March 31, 2001, respectively. Accumulated amortization of
intangible assets amounted to $911,679 and $957,836 at December 31, 2000 and
March 31, 2001, respectively. Interest expense - net includes interest income of
$4,214 and $2,734 for the three months ended March 31, 2000 and 2001,
respectively.

8.  Income Taxes

    Income tax benefit (expense) for the three months ended March 31, 2000 and
2001 was substantially comprised of deferred tax.

9.  Restructuring Charges

    During December 2000, Adelphia Business Solutions, a majority owned
subsidary of Adelphia, initiated a plan to reduce its network expansion plan
from its former target of 175 to 200 markets nationwide by the end of 2001 to a
new target of approximately 80 markets, thereby canceling plans to enter or
continue operations in approximately 120 markets. In January 2001, Adelphia
Business Solutions reduced its national staff by approximately 8% as a result of
Adelphia Business Solutions' revised business plan. Most of the affected
employees were located in markets in which Adelphia Business Solutions has
stopped expansion. For the year ended December 31, 2000, Adelphia Business
Solutions recorded a charge of approximately $5,420 to cover a portion of the
costs associated with this revised business plan. During the quarter ended March
31, 2001, Adelphia Business Solutions recorded a charge of approximately $4,979
to cover additional costs associated with this revised business plan and paid
$3,522 associated with this charge and the previously recorded charges,
resulting in a remaining liability of $6,877 at March 31, 2001.
<PAGE>

10.  Commitments and Contingencies

    Reference is made to Note 2 and to Management's Discussion and Analysis of
Financial Condition and Results of Operations and Legal Proceedings for a
discussion of material commitments and contingencies.

11.  Derivative Financial Instruments

    The Company is exposed to certain risks arising from transactions that are
entered into in the normal course of business. The Company may enter into
derivative financial instrument transactions in order to manage or reduce these
risks. The Company's policies do not permit active trading of, or speculation
in, derivative financial instruments.

    The Company manages its interest rate risk through the use of interest rate
protection instruments such as swaps, caps and collars. The use of such interest
rate protection instruments (as required by several of the Company's borrowing
agreements) is intended to minimize the volatility of cash flows caused by
interest rate fluctuations. These contracts are not designated as hedging
instruments under the provisions of SFAS No. 133. Therefore, the change in the
fair value of these instruments is recorded in "Other" in the condensed
statement of operations. Such amount was not material for the quarter ended
March 31, 2001. As of January 1, 2001 and March 31, 2001, the fair value of
interest rate swaps, caps and collars was not material.

    The Company also has several investments in stock purchase warrants which
can be net share settled and are considered to be derivatives under the
provisions of SFAS No. 133. The Company has received such stock purchase
warrants from vendors and other strategic parties in connection with various
agreements. The change in the fair value of these instruments is recorded in
"Other" in the condensed statement of operations. On January 1, 2001 a
transition adjustment loss of $8,300 (net of tax) related to these stock
purchase warrants was recorded in conjunction with the adoption of this
standard. During the quarter ended March 31, 2001, a period loss of $7,100  was
recorded in "Other" in the statement of operations. At January 1, 2001 and
March 31, 2001, the aggregate fair value of stock purchase warrants
considered to be derivatives was $22,200 and $15,100, respectively.

12.  Business Segment Information

    Refer to Part I, Item 2, Business Segment Information, of this Quarterly
Report on Form 10-Q for information regarding business segments as of December
31, 2000 and March 31, 2001 and for the three months ended March 31, 2000 and
2001.



<PAGE>




Item 2.  Management's Discussion and Analysis of Financial Condition and Results
          of Operations
                (Dollars in thousands)

See Safe Harbor Statement following the table of contents, which section is
incorporated by reference herein.

Results of Operations

    Adelphia Communications Corporation and its subsidiaries ("Adelphia" or the
"Company") operate primarily in two lines of business within the
telecommunications industry: cable television and related investments
("Adelphia, excluding Adelphia Business Solutions" or "Cable and Other Segment")
and competitive local exchange carrier ("CLEC") telephony ("Adelphia Business
Solutions" or "CLEC Segment"). The balance sheet data as of December 31, 2000
and March 31, 2001, and the other data for the three months ended March 31, 2000
and 2001, of Adelphia Business Solutions presented below have been derived from
the consolidated financial statements of Adelphia Business Solutions not
included herein.

    A majority owned subsidiary of the Company, Adelphia Business Solutions,
together with its subsidiaries owns CLEC networks and investments in CLEC joint
ventures and manages those networks and joint ventures. Adelphia Business
Solutions is an unrestricted subsidiary for purposes of the Company's
indentures. For further information regarding Adelphia Business Solutions, which
also files reports pursuant to the Securities Exchange Act of 1934, see Adelphia
Business Solutions' Form 10-Q for the quarterly period ended March 31, 2001.



<PAGE>



Business Segment Information

    Summarized unaudited financial information of Adelphia Consolidated,
Adelphia Business Solutions and Adelphia, excluding Adelphia Business Solutions
is as follows:
<TABLE>
<CAPTION>

Balance Sheet Data                                                      December 31,        March 31,
                                                                            2000              2001
                                                                     ----------------- ------------------

Adelphia Consolidated
<S>                                                                   <C>               <C>
  Total assets                                                        $   21,499,480    $    23,611,160
  Total debt                                                              12,603,413         13,661,372
  Cash and cash equivalents                                                  124,634            117,531
  Restricted cash                                                             54,178             37,462
  Investments (a)                                                            300,312            290,790
  Redeemable preferred stock                                                 445,602            455,430
  Convertible preferred stock  (liquidation preference)                      575,000            575,000

Adelphia Business Solutions
  Total assets                                                        $    1,889,466    $     2,006,260
  Total debt                                                               1,390,456          1,186,933
  Cash and cash equivalents                                                    3,543             17,048
  Restricted cash                                                             54,178             37,462
  Investments (a)                                                             66,800             66,800
  Redeemable preferred stock                                                 297,067            306,851

Adelphia, excluding Adelphia Business Solutions
  Total assets                                                        $   19,610,014    $    21,604,900
  Total debt                                                              11,212,957         12,474,439
  Cash and cash equivalents                                                  121,091            100,483
  Investments (a)                                                            233,512            223,990
  Redeemable preferred stock                                                 148,535            148,579
  Convertible preferred stock  (liquidation preference)                      575,000            575,000

</TABLE>




<PAGE>




<TABLE>
<CAPTION>

Other Data:                                                                          Three Months Ended
                                                                                          March 31,
                                                                                 --------------------------
                                                                                     2000         2001
                                                                                 ------------ -------------
Adelphia Consolidated

<S>                                                                              <C>           <C>
  Revenues                                                                       $  672,719    $  838,183
  Operating expenses (b)                                                            410,802       522,612
  Depreciation and amortization expense                                             200,526       265,142
  Operating income                                                                   60,591        43,858
  Interest expense - net                                                           (198,392)     (291,628)
  Preferred stock dividends                                                         (23,041)      (22,565)
  Capital expenditures                                                              384,382       683,521
  Cash paid for acquisitions                                                         10,037       865,551
  Cash used for investments                                                          16,810         7,201

Adelphia Business Solutions
  Revenues                                                                       $   69,301    $  110,343
  Operating expenses (b)                                                             91,778       125,594
  Depreciation and amortization expense                                              19,438        36,550
  Operating loss                                                                    (42,715)      (57,442)
  Interest expense - net (c)                                                         (7,503)      (35,833)
  Preferred stock dividends                                                          (8,635)       (9,784)
  Capital expenditures                                                              167,709       136,292
  Cash used for investments                                                           1,375            --

Adelphia, excluding Adelphia Business Solutions
  Revenues                                                                       $  603,418    $  727,840
  Operating expenses (b)                                                            319,024       397,018
  Depreciation and amortization expense                                             181,088       228,592
  Operating income                                                                  103,306       101,300
  Interest expense - net (d)                                                       (190,889)     (255,795)
  Preferred stock dividends                                                         (14,406)      (12,781)
  Capital expenditures                                                              216,673       547,229
  Cash paid for acquisitions                                                         10,037       865,551
  Cash used for investments                                                          15,435         7,201

<FN>

(a)  Represents total investments before cumulative equity in net losses.
(b)  Amounts exclude depreciation, amortization, restructuring charges, non-cash
      stock compensation and merger and integration costs.
(c)  Amounts include interest income from Adelphia of $5,023 and interest
      expense to Adelphia of $6,772 for the respective periods.
(d)  Amounts include interest expense to Adelphia Business Solutions of
      $5,023 and interest income from Adelphia Business Solutions of $6,772 for
      the respective periods.
</FN>
</TABLE>



<PAGE>


Three Months Ended March 31, 2001 Compared to the Three Months Ended
March 31, 2000

    Adelphia earned substantially all of its revenues in the three months ended
March 31, 2000 and 2001 from monthly subscriber fees for basic, satellite,
digital, premium and ancillary services (such as installations and equipment
rentals), CLEC telecommunications services, local and national advertising
sales, high speed data services and pay-per-view programming.

    The changes in Adelphia's operating results for the three months ended March
31, 2001 compared to the same period of the prior year, were primarily the
result of acquisitions, rate increases and expansion of existing operations.

    The high level of depreciation and amortization associated with the
significant number of acquisitions in recent years, and the continued upgrade
and expansion of systems and interest costs associated with financing activities
will continue to have a negative impact on the reported results of operations.
Adelphia expects to report net losses for the next several years.

    The following tables set forth certain cable television system data at the
dates indicated for Company Owned and Managed Systems. The "Managed Systems" are
affiliated systems managed by Adelphia.

<TABLE>
<CAPTION>

                                                                            March 31,                  Percent
                                                                 --------------------------------     Increase/
                                                                     2000              2001           Decrease
                                                                 --------------   ---------------  ----------------
       Homes Passed by Cable
<S>                                                              <C>               <C>              <C>
       Company Owned Systems                                        7,784,700         9,278,726        19.2%
       Managed Systems                                                180,408           273,946        51.8%
                                                                 --------------   ---------------
       Total Systems                                                7,965,108         9,552,672        19.9%
                                                                 ==============   ===============

       Basic Subscribers
       Company Owned Systems                                        5,003,517         5,723,315        14.4%
       Managed Systems                                                134,426           192,815        43.4%
                                                                 --------------   ---------------
       Total Systems                                                5,137,943         5,916,130        15.1%
                                                                 ==============   ===============
</TABLE>


    The following table is derived from Adelphia's Condensed Consolidated
Statements of Operations that are included in this Form 10-Q and sets forth the
historical percentage relationship to revenues of the components of operating
income contained in such financial statements for the periods indicated.
<TABLE>
<CAPTION>

                                                                             Three Months Ended
                                                                                  March 31,
                                                                          ------------------------
                                                                             2000         2001
                                                                          -----------  -----------
<S>                                                                       <C>          <C>
             Revenues                                                       100.0%       100.0%

             Operating expenses:
               Direct operating and programming                              35.8%       38.5%
               Selling, general and administrative                           25.4%       23.9%
               Depreciation and amortization                                 29.8%       31.6%
               Restructuring charges                                           --         0.6%
               Merger and integration costs                                    --         0.1%
                                                                          ===========  ===========
             Operating income                                                 9.0%        5.3%
                                                                          ===========  ===========
</TABLE>
<PAGE>

Cable and Other Segment

Revenues

    The primary revenue sources reflected as a percentage of total revenues were
as follows:
<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                           March 31,
                                                                                   -------------------------
                                                                                       2000          2001
                                                                                   ------------   ----------
<S>                                                                                 <C>           <C>
             Cable service and equipment                                                78%          73%
             Premium programming                                                         9%          11%
             Advertising sales and other services                                       13%          16%
</TABLE>


    Revenues increased approximately 20.6% for the three months ended March 31,
2001 compared with the same period of 2000. The increases are attributable to
the following:

<TABLE>
<CAPTION>
                                                                                             Three Months
                                                                                                Ended
                                                                                               March 31,
                                                                                                 2001
                                                                                          ------------------
<S>                                                                                       <C>
             Acquisitions                                                                        57%
             Basic subscriber growth                                                              3%
             Cable rate increases                                                                 5%
             Premium programming                                                                  5%
             Digital cable                                                                       13%
             High speed data services                                                             8%
             Advertising sales and other services                                                 9%
</TABLE>


    Revenues derived from other strategic service offerings such as long
distance services and paging also had a positive impact on revenues for the
three months ended March 31, 2001. The Company expects to implement rate
increases related to certain cable services in substantially all of the
Company's systems during 2001.

Direct Operating and Programming Expenses

    Direct operating and programming expenses, which are mainly basic and
premium programming costs and technical expenses, increased 26.4% to $261,911
for the three months ended March 31, 2001 from $207,264 for the same period of
2000. Acquisitions accounted for substantially all of the increase for the three
months ended March 31, 2001, partially offset by operational efficiencies
recognized in connection with acquisitions.

Selling, General and Administrative Expenses

    These expenses, which are mainly comprised of costs related to system
offices, customer service representatives and sales and administrative
employees, increased 20.9% to $135,107 for the three months ended March 31, 2001
from $111,760 for the same period of 2000. Acquisitions, subscriber growth and
new services accounted for substantially all of the increase for the three
months ended March 31, 2001.

Depreciation and Amortization

    Depreciation and amortization increased 26.2% to $228,592 for the three
months ended March 31, 2001 from $181,088 for the same period of 2000.
Acquisitions and increased capital expenditures accounted for substantially all
of the increase for the three months ended March 31, 2001.
<PAGE>

Interest Expense - Net

    Interest expense - net increased 34.0% to $255,795 for the three months
ended March 31, 2001 from $190,889 for the same period of 2000. Acquisitions
accounted for 76.6% of the increase for the three months ended March 31, 2001.
The remaining increase was primarily due to an increase in average debt
outstanding.

Gain on Cable Systems Swap

    On January 1, 2001, Adelphia swapped certain cable systems for certain cable
systems owned by Comcast. The result of this transaction was a gain of $519,244
for the three months ended March 31, 2001.

CLEC Segment

Revenues

    Revenues increased 59.2% to $110,343 for the three months ended March 31,
2001 from $69,301 for the same period of 2000. The increases are attributable to
the following:
<TABLE>

<S>                                                                   <C>
              Growth in Class of 1996 Markets                         $            20,502
              Growth in Class of 1997/98 Markets                                    3,266
              Growth in Class of 1999 Markets                                      11,931
              Growth in Class of 2000 Markets                                       2,386
              Acquisition of local partner interests                                1,612
              Management fees                                                       1,345
</TABLE>


    The primary sources of revenues reflected as a percentage of total revenue
were as follows:

<TABLE>
<CAPTION>

                                                                          Three Months
                                                                              Ended
                                                                            March 31,
                                                                        2000        2001
                                                                     ---------- -----------
<S>                                                                  <C>         <C>
              Voice services                                             75.4%       68.5%
              Data and dedicated access services                         17.8%       20.8%
              Management fees                                             1.6%        2.2%
              Other                                                       5.2%        8.5%

</TABLE>





<PAGE>



Direct Operating and Programming Expenses

    Direct operating and programming expenses increased 80.1% to $60,764 for the
three months ended March 31, 2001 from $33,732 for the same period of 2000. The
increases are attributable to the following:
<TABLE>

<S>                                                                    <C>
              Growth in original markets                               $            8,253
              Acquisition of local partner interests                                  341
              Expansion markets                                                    17,824
              Network Operations Control Center ("NOCC")                              614
</TABLE>


    The increase was due to start up costs in Adelphia Business Solutions'
expansion markets as regional switches and network rings were activated,
combined with start up costs in Adelphia Business Solutions' original markets
associated with Adelphia Business Solutions' data and internet access products.
The increased number and size of the operations of the networks resulted in
increased employee related costs, equipment maintenance costs and expansion
costs.

Selling, General and Administrative Expenses

    Selling, general and administrative expenses increased 11.3% to $65,492 for
the three months ended March 31, 2001 from $58,846 for the same period of 2000,
primarily reflecting the growth in the expansion markets. The increases are
attributable to the following:
<TABLE>

<S>                                                                    <C>
              Growth in original markets                               $              195
              Acquisition of local partner interests                                  466
              Expansion markets                                                     6,649
              Sales and marketing activities                                       (2,762)
              Corporate overhead charges                                            2,234
              Non-cash stock compensation                                            (136)
</TABLE>


Restructuring Charges

    Restructuring charges for the three months ended March 31, 2001, were $4,979
as compared to zero for the same period of 2000, primarily as a result of
Adelphia Business Solutions' revised network expansion plan.

Depreciation and Amortization Expense

    Depreciation and amortization expense increased 88.0% to $36,550 during the
three months ended March 31, 2001 from $19,438 for the same period of 2000
primarily as a result of increased depreciation resulting from the higher
depreciable asset base at the NOCC and the networks, amortization of deferred
financing costs and the acquisition of local partner interests.

Interest Expense - Net

    Interest expense - net increased 377.6% to $35,833 during the three months
ended March 31, 2001 from $7,503 for the same period of 2000. The increase was
primarily attributable to an increase in the amount of interest expense incurred
as a result of outstanding borrowings on Adelphia Business Solutions' joint
credit facility with other subsidiaries of Adelphia.

<PAGE>


Equity in Net Loss of Joint Ventures

    Equity in net loss of joint ventures for the three months ended March 31,
2001 was $106 as compared to $105 for the same period of 2000.

    The number of non-consolidated joint venture networks paying management fees
to Adelphia Business Solutions decreased from four at March 31, 2000 to three at
March 31, 2001 due to Adelphia Business Solutions' increased ownership in the
State College network. These networks paid management and monitoring fees to
Adelphia Business Solutions, which are included in revenues, aggregating
approximately $2,444 for the three months ended March 31, 2001, as compared with
$1,099 for the same period of 2000. The non-consolidated networks net losses,
for the three months ended March 31, 2000 and 2001, aggregated approximately
$560 and $212, respectively.

Preferred Stock Dividends

    Preferred stock dividends increased by 13.3% to $9,784 for the three months
ended March 31, 2001 from $8,635 for the same period of 2000. The increase was
due to a higher outstanding preferred stock base resulting from the payments of
dividends in additional shares of preferred stock.

Liquidity and Capital Resources

    Cable television and other telecommunications businesses are capital
intensive and typically require continual financing for the construction,
modernization, maintenance, expansion and acquisition of cable and other
telecommunications systems. During the three months ended March 31, 2000 and
2001, the Company committed substantial capital resources for these purposes and
for investments in Olympus and other affiliates and entities. These expenditures
were funded through the sale of common and preferred stock, long-term borrowings
and internally generated funds. The Company's ability to generate cash to meet
its future needs will depend generally on its results of operations and the
continued availability of external financing.

    For the three months ended March 31, 2000, cash provided by operating
activities totaled $37,844, for the three months ended March 31, 2001, cash used
for operating activities totaled $206,151; cash used for investing activities
totaled $469,298 and $1,557,345, respectively; and cash provided by financing
activities totaled $408,179 and $1,756,393, respectively. See Note 2 to the
condensed consolidated financial statements, in Part I, Item 1, for a summary of
significant transactions affecting liquidity and capital resources subsequent to
December 31, 2000, which is incorporated by reference herein.

Capital Expenditures

       Cable and Other Segment

    Capital expenditures for the three months ended March 31, 2000 and 2001 were
$216,673 and $547,229, respectively. This increase was primarily due to
acquisitions and cable plant rebuilds and upgrades to expand services. The
Company expects that capital expenditures for the Cable and Other Segment for
the year ending December 31, 2001 will be in a range of approximately $1,400,000
to $1,500,000.

       CLEC Segment

    Capital expenditures for the three months ended March 31, 2000 and 2001 were
$167,709 and $136,292, respectively. This decrease was primarily due to the
revised business plan announced during December 2000. Adelphia Business

<PAGE>

Solutions estimates that a total of approximately $500,000 will be required to
fund Adelphia Business Solutions capital expenditures, working capital
requirements, operating losses and pro rata investments in the joint ventures
for the year ending December 31, 2001.

Acquisitions

    During March 2001 the Company completed acquisitions of cable television
systems, including GS Communications, Inc., for approximately $800,000
consisting of approximately $705,000 in cash and 2,394,778 shares of Adelphia
Class A common stock. At the date of acquisition these cable television systems
served approximately 155,000 basic subscribers. The acquisitions were accounted
for under the purchase method of accounting. Accordingly, the financial results
of the acquired systems have been included in the consolidated results of
operations from the date acquired.

    In addition to the acquisitions mentioned above the Company completed
several other acquisitions. These acquisitions served approximately 38,100 basic
subscribers at the date of acquisition primarily in Georgia, Pennsylvania,
Virginia and Kentucky and were purchased for an aggregate purchase price of
approximately $150,000. The acquisitions were accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
have been included in the consolidated results of operations from the date
acquired.

Financing Activities

    The Company's financing strategy generally has been to maintain its public
long-term debt at the parent holding company level while the Company's
consolidated subsidiaries have their own senior credit arrangements with banks,
or for Adelphia Business Solutions, its own public debt and equity. In addition,
Adelphia has four wholly owned subsidiaries with public long-term debt: Olympus,
Arahova, FrontierVision Holdings, L.P. and FrontierVision Operating Partners,
L.P. The Company's ability to generate cash adequate to meet its future needs
will depend generally on its results of operations and the continued
availability of external financing. During the three months ended March 31, 2000
and 2001, the Company generally funded its acquisitions, working capital
requirements, capital expenditures, and investments in CLEC joint ventures and
other affiliates and entities through long-term borrowings primarily from banks,
short-term borrowings, internally generated funds and the issuance of public
debt or equity. The Company generally has funded the principal and interest
obligations on its long-term borrowings from banks and institutions by
refinancing the principal with new loans or through the issuance of parent and
subsidiary company debt securities, and by paying the interest out of internally
generated funds. Adelphia has generally funded the interest obligations on its
public borrowings from internally generated funds.

    The Company's public indentures and subsidiary credit agreements contain
covenants that, among other things, require the maintenance of certain financial
ratios (including compliance with certain debt to cash flow ratios in order to
incur additional indebtedness); place limitations on borrowings, investments,
affiliate transactions, dividends and distributions; and contain certain cross
default provisions relating to Adelphia or its subsidiaries.

    At March 31, 2001, the Company's total outstanding debt aggregated
$13,661,372, which included $4,286,551 of parent debt, $1,186,933 of Adelphia
Business Solutions debt, $202,890 of Olympus public debt, $531,198 of
FrontierVision public debt, $1,771,349 of Arahova public debt and $5,682,451 of
other subsidiary debt. The Company also had total redeemable preferred stock of
$455,430 outstanding as of March 31, 2001. As of March 31, 2001, after giving
effect to the April 2001 convertible debt offering and a related transaction on
May 11, 2001, Adelphia had an aggregate of $1,084,719 in unused credit lines and
cash and cash equivalents, which includes $600,000 also available to affiliates,
part of which is subject to achieving certain levels of operating performance.
<PAGE>

    On January 3, 2001, certain subsidiaries of Adelphia closed on a new short
term secured revolving credit facility. The facility is scheduled to expire
November 30, 2001 and provided for initial lending commitments of $1,300,000,
subject to reductions over time and upon the occurrence of certain events,
including debt financings and assets sales. During April 2001, the commitment
under this facility was reduced to $900,000. Subject to compliance with the
terms of this new credit facility, proceeds are available for general corporate
purposes. Approximately $360,000 of the facility was used to permanently repay a
subsidiary credit facility.

    On January 17, 2001, the Company entered into a stock purchase agreement
("January 2001 Rigas Common Stock Direct Placement") with Highland 2000, L.P.,
an entity controlled by members of the family of John Rigas, under which
Highland 2000, L.P. agreed to purchase 5,819,367 shares of Adelphia Class B
common stock. The January 2001 Rigas Common Stock Direct Placement will be at a
per share price equal to $42.96, plus an interest factor. Closing on the January
2001 Rigas Common Stock Direct Placement will occur by October 22, 2001 and is
subject to customary closing conditions.

    On January 17, 2001, the Company entered into a note purchase agreement
("January 2001 Rigas Notes Direct Placement") with Highland 2000, L.P., an
entity controlled by members of the family of John Rigas under which Highland
agreed to purchase $167,400 aggregate principal amount of 6% convertible
subordinated notes due 2006. Proceeds from the January 2001 Rigas Notes Direct
Placement will be approximately $162,800, plus an interest factor. The economic
terms of these notes will be substantially similar to the terms of the notes
that were sold in the January 23, 2001 convertible notes offering described
below, except that these convertible notes are convertible into shares of
Adelphia Class B common stock. Closing on the January 2001 Rigas Notes Direct
Placement will occur by October 22, 2001, and is subject to customary closing
conditions.

    On January 23, 2001, and in a related transaction on February 22, 2001,
Adelphia sold 18,350,000 shares of its Class A common stock. Net proceeds of
this offering, after deducting offering expenses, were approximately $788,000.
Adelphia used the proceeds from the offering to repay subsidiary bank debt,
which may be reborrowed and used for general corporate purposes.

    On January 23, 2001, and in a related transaction on February 2, 2001,
Adelphia completed an offering of $862,500 of 6% convertible subordinated notes
due 2006. Net proceeds from this offering, after deducting offering expenses,
were approximately $838,000. Adelphia used the proceeds from the offering to
repay subsidiary bank debt, which may be reborrowed and used for general
corporate purposes.

    On April 19, 2001, the Company entered into a note purchase agreement
("April 2001 Rigas Notes Direct Placement") with Highland 2000, L.P., an entity
controlled by members of the family of John Rigas under which Highland 2000,
L.P. agreed to purchase $400,000 aggregate principal amount of 3.25% convertible
subordinated notes due 2021. Proceeds from the April 2001 Rigas Notes Direct
Placement will be approximately $390,000, plus an interest factor. The economic
terms of these notes will be substantially similar to the terms of the notes
that were sold in the April 25, 2001 convertible notes offering described below,
except that these convertible notes are convertible into shares of Adelphia
Class B common stock. Closing on the April 2001 Rigas Notes Direct Placement
will occur by January 21, 2002, and is subject to customary closing conditions.

    On April 25, 2001, and in a related transaction on May 11, 2001, Adelphia
completed an offering of $575,000 of 3.25% convertible subordinated notes due
2021. Net proceeds from this offering, after deducting offering expenses, were
approximately $563,000. Adelphia used the proceeds from the offering to repay
subsidiary bank debt, a portion of which may be reborrowed and used for general
corporate purposes.
<PAGE>

    The Company's weighted average interest rate on notes payable to banks and
institutions was approximately 7.69% at March 31, 2000 compared to 7.11% at
March 31, 2001. Approximately 60.75% of the Company's total indebtedness was at
fixed interest rates as of March 31, 2001, after giving effect to certain
interest rate swaps, caps and collars.

    The following table sets forth the mandatory reductions in principal under
all debt agreements for each of the next four years and nine months based on
amounts outstanding at March 31, 2001:
<TABLE>

<S>                                                                         <C>
                      Nine months ending December 31, 2001                  $     1,571,702
                      Year ending December 31, 2002                                 888,321
                      Year ending December 31, 2003                               1,362,492
                      Year ending December 31, 2004                                 993,048
                      Year ending December 31, 2005                               1,130,006
</TABLE>


Resources

    The Company plans to continue to explore and consider new commitments,
arrangements or transactions to refinance existing debt, increase the Company's
liquidity or decrease the Company's leverage. These could include, among other
things, the future issuance by Adelphia, or its subsidiaries, of public or
private equity or debt and the negotiation of new or amended credit facilities.
These could also include entering into acquisitions, joint ventures or other
investment or financing activities, although no assurance can be given that any
such transactions will be consummated. The Company's ability to borrow under
current credit facilities and to enter into refinancings and new financings is
limited by covenants contained in Adelphia's indentures and its subsidiaries'
credit agreements, including covenants under which the ability to incur
indebtedness is, in part, a function of applicable ratios of total debt to cash
flow.

    The Company believes that cash and cash equivalents, internally generated
funds, borrowings under the existing credit facilities, and future financing
sources will be sufficient to meet its short-term and long-term liquidity and
capital requirements. Although in the past the Company has been able to
refinance its indebtedness or obtain new financing, there can be no assurance
that the Company will be able to do so in the future or that the terms of such
financings would be favorable.

    Management believes that the telecommunications industry, including the
cable television and telephone industries, continues to be in a period of
consolidation characterized by mergers, joint ventures, acquisitions, sales of
all or part of cable or telephone companies or their assets, and other
partnering and investment transactions of various structures and sizes involving
cable or other telecommunications companies. The Company continues to evaluate
new opportunities that allow for the expansion of its business through the
acquisition of additional cable television systems in geographic proximity to
its existing regional markets or in locations that can serve as a basis for new
market areas. The Company, like other cable television companies, has
participated from time to time and is participating in preliminary discussions
with third parties regarding a variety of potential transactions, and the
Company has considered and expects to continue to consider and explore potential
transactions of various types with other cable and telecommunications companies.
However, no assurances can be given as to whether any such transaction may be
consummated or, if so, when.

Regulatory and Competitive Matters

    The cable television operations of the Company may be adversely affected by
changes and developments in governmental regulation, competitive forces and
technology. The cable television industry and the Company are subject to
extensive regulation at the federal, state and local levels. The 1992 Cable Act

<PAGE>

significantly expanded the scope of regulation of certain subscriber rates and a
number of other matters in the cable industry, such as mandatory carriage of
local broadcast stations and retransmission consent, and increased the
administrative costs of complying with such regulations. The FCC has adopted
rate regulations that establish, on a system-by-system basis, maximum allowable
rates for (i) basic programming services based upon a benchmark methodology, and
(ii) associated equipment and installation services based upon cost plus a
reasonable profit. Under the FCC rules, franchising authorities are authorized
to regulate rates for basic services and associated equipment and installation
services. The 1996 Act ended FCC regulation of cable programming service tier
rates on March 31, 1999.

    Rates for basic services are set pursuant to a benchmark formula.
Alternatively, a cable operator may elect to use a cost-of-service methodology
to show that rates for basic services are reasonable. Refunds with interest will
be required to be paid by cable operators who are required to reduce regulated
rates. The FCC has reserved the right to reduce or increase the benchmarks it
has established. The rate regulations also limit increases in regulated rates to
an inflation indexed amount plus increases in certain costs such as taxes,
franchise fees, costs associated with specific franchise requirements and
increased programming costs. Cost-based adjustments to these capped rates can
also be made in the event a cable operator adds or deletes channels or completes
a significant system rebuild or upgrade. Because of the limitation on rate
increases for regulated services, future revenue growth from cable services will
rely to a much greater extent than has been true in the past on increased
revenues from unregulated services and new subscribers than from increases in
previously unregulated rates.

    The FCC has adopted regulations implementing all of the requirements of the
1992 Cable Act. The FCC is also likely to continue to modify, clarify or refine
the rate regulations. Adelphia cannot predict the effect of future rulemaking
proceedings or changes to the rate regulations.

    Cable television companies operate under franchises granted by local
authorities, which are subject to renewal and renegotiation from time to time.
Because such franchises are generally non-exclusive, there is a potential for
competition with the systems from other operators of cable television systems,
including public systems operated by municipal franchising authorities
themselves, and from other distribution systems capable of delivering television
programming to homes. The 1992 Cable Act and the 1996 Act contain provisions
which encourage competition from such other sources. The Company cannot predict
the extent to which competition will materialize from other cable television
operators, local telephone companies, other distribution systems for delivering
television programming to the home, or other potential competitors, or, if such
competition materializes, the extent of its effect on the Company.

    The 1996 Act repealed the prohibition on CLECs from providing video
programming directly to customers within their local exchange areas other than
in rural areas or by specific waiver of FCC rules. The 1996 Act also authorized
CLECs to operate "open video systems" ("OVS") without obtaining a local cable
franchise, although CLECs operating such a system can be required to make
payments to local governmental bodies in lieu of cable franchise fees. Where
demand exceeds capacity, up to two-thirds of the channels on an OVS must be
available to programmers unaffiliated with the CLEC. The statute states that the
OVS scheme supplants the FCC's "video dialtone" rules. The FCC has promulgated
rules to implement the OVS concept.

    The Company believes that the provision of video programming by telephone
companies in competition with the Company's existing operations could have an
adverse effect on the Company's financial condition and results of operations.
At this time, the impact of any such effect is not known or estimable.

    The Company also competes with DBS service providers. DBS has been available
to consumers since 1994. A single DBS satellite can provide more than 100
channels of programming. DBS service can be received virtually anywhere in the
United States through the installation of a small outdoor antenna. DBS service
is being heavily marketed on a nationwide basis by several service providers,
some of which are now offering local programming channels. At this time, any

<PAGE>

impact of DBS competition on the Company's future results is not known or
estimable.



<PAGE>




Item 3.  Quantitative and Qualitative Disclosures about Market Risk



    The Company uses fixed and variable rate debt to fund its working capital
requirements, capital expenditures and acquisitions. These debt arrangements
expose the Company to market risk related to changes in interest rates. The
Company enters into pay-fixed agreements to effectively convert a portion of its
variable-rate debt to fixed-rate debt to reduce the risk of incurring higher
interest costs due to rising interest rates. As of March 31, 2001, the Company
had interest rate swap agreements covering notional principal of $75,000 that
expire through 2008 and that fix the interest rate at a weighted average of
6.05%. The Company also enters into receive-fixed agreements to effectively
convert a portion of its fixed-rate debt to a variable-rate debt which is
indexed to LIBOR to reduce the risk of incurring higher interest costs in
periods of falling interest rates. As of March 31, 2001, the Company had
interest rate swap agreements covering notional principal of $35,000 and $45,000
that expire in 2002 and 2003, respectively, and that have a variable rate at an
average of 6.76% and 6.77%, respectively. The Company enters into interest rate
cap agreements to reduce the risk of incurring higher interest costs due to
rising interest rates. As of March 31, 2001, the Company had interest rate cap
agreements covering a notional amount of $400,000, which expire through 2002 and
cap rates at an average rate of 7.25%. As of March 31, 2001, the Company had
interest rate collar agreements covering a notional amount of $200,000, with
$100,000 expiring in each of 2001 and 2002. The interest rate collar agreements
have average cap and floor rates of 5.95% and 6.30%, respectively. These
agreements also have maximum cap rates of 6.64% and minimum floor rates of 4.65%
and 4.95%, respectively. The Company does not enter into any interest rate swap,
cap or collar agreements for trading purposes. The Company is exposed to market
risk in the event of non-performance by the banks. No such non-performance is
expected. The table below summarizes the fair values and contract terms of the
Company's financial instruments subject to interest rate risk as of March 31,
2001.
<TABLE>
<CAPTION>

                                                 Expected Maturity
                              --------------------------------------------------------                            Fair
                                  2001       2002       2003       2004       2005      Thereafter     Total      Value
                              ----------- ---------- ---------- ---------- ----------- ------------ ---------- -----------
Debt and Redeemable

   Preferred Stock:

<S>                           <C>         <C>        <C>        <C>        <C>         <C>          <C>        <C>
Fixed Rate                    $    23,000 $  545,000 $  824,282 $  531,847 $  380,000  $ 5,887,334  $8,191,463 $7,578,256
   Average Interest Rate            9.59%      9.36%      9.55%      9.51%      9.42%        9.70%

Variable Rate                   1,548,702    343,321    538,210    461,201    750,006    2,330,427   5,971,867  5,971,867
   Average Interest Rate            6.28%      6.34%      6.91%      7.20%      7.35%        7.20%

Interest Rate Swaps,
 Caps and Collars:

Variable to Fixed             $        -- $       -- $       -- $       -- $       --  $    75,000  $   75,000 $   (1,670)
Average Pay Rate                       --         --         --         --         --        6.05%
Average Receive Rate                   --         --         --         --         --        4.87%

Fixed to Variable                      --     35,000     45,000         --         --           --      80,000      1,013
Average Pay Rate                       --      6.76%      6.77%         --         --           --
Average Receive Rate                   --      6.70%      5.90%         --         --           --

Interest Rate Caps                     --    400,000         --         --         --           --     400,000         25
Average Cap Rate                       --      7.25%         --         --         --           --

Interest Rate Collars             100,000    100,000         --         --         --           --     200,000     (1,534)
Maximum Cap Rates                   6.64%      6.64%         --         --         --           --
Average Cap and Floor Rate          5.95%      6.30%         --         --         --           --
Minimum Floor Rate                  4.65%      4.95%         --         --         --           --

</TABLE>


<PAGE>




    Interest rates on variable debt are estimated by using the average implied
forward London Interbank Offer Rate ("LIBOR") rates for the year of maturity
based on the yield curve in effect at March 31, 2001, plus the borrowing margin
in effect at March 31, 2001. Average receive rates on the variable to fixed
swaps are estimated by us using the average implied forward LIBOR rates for the
year of maturity based on the yield curve in effect at March 31, 2001.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

    On or about March 24, 2000, ML Media Partners, L.P. ("ML Media") commenced
an action by filing a Verified Complaint (the "Complaint") in the Supreme Court
of the State of New York, New York County, against Arahova Communications, Inc.
("Arahova"), Century Communications Corp., a Texas subsidiary of Arahova
("Century"), and Adelphia. In the nine count Complaint, ML Media alleges that it
entered into a joint venture agreement (the "Agreement") with Century which, as
subsequently modified, governed the ownership, operation and disposition of
cable television systems in Puerto Rico (the "Joint Venture"). The Complaint
alleges that Adelphia and its affiliates took over Century's interest in the
Joint Venture on or around October 1, 1999, and have, according to the
Complaint, breached their fiduciary obligations to the Joint Venture and
violated certain provisions of the Agreement. The Complaint further alleges that
ML Media gave Century notice that ML Media was exercising its rights under the
Agreement to require that Century elect to (A) purchase ML Media's interest in
the Joint Venture at an appraised fair value, or (B) seek to sell the cable
systems to one or more third parties. Century, according to the Complaint,
elected to pursue the sale of the cable systems and indicated that it was
evaluating whether it or an affiliate thereof would make an offer for the cable
systems. The Complaint alleges that Century or its affiliates' potential
participation in the sale process is improper. The Complaint asks for, among
other things, the dissolution of the Joint Venture and the appointment of a
receiver to effect a prompt sale of the Joint Venture. The parties completed
discovery in the action and each filed motions for partial summary judgment. On
July 10, 2000, Justice Gammerman granted ML Media's motion for partial summary
judgment on the fourth cause of action and declared that neither Century nor any
of its affiliates may bid on or attempt to purchase the assets and business of
the Joint Venture. Justice Gammerman also dismissed the fourth count of the
counterclaim and required Century to proceed diligently with ML Media in
locating one or more third parties to complete the sale and prohibited any
defendant from interfering with the sale. On July 26, 2000, the Justice also
ordered that the sale may be a sale of either the assets of the Joint Venture or
the partnership interests in the Joint Venture. The Justice did not address
other issues concerning the motion for summary judgment and did not schedule a
full hearing on the merits. On August 7, 2000, Arahova and the other defendants
filed a notice of appeal with respect to the above described orders and judgment
of the Court. On January 23, 2001, the Appellate Division affirmed the decision
of Justice Gammerman. On February 26, 2001, the defendants filed with the
Appellate Division a Motion for Leave to Appeal to the Court of Appeals, which
was denied by the Appellate Division on or about April 17, 2001. The management
of Adelphia and Arahova intend to vigorously defend this action. Management
believes that this matter will not have a material adverse effect on the
Company.

    In November, 1999, Arahova, a subsidiary of Adelphia, was sued in a
class-action case, Galley vs. American Telephone & Telegraph Corp. et al., where
the plaintiffs allege, that by requiring customers to purchase the @Home
service, rather than offering the option of access alone, Arahova and the other
defendant MSO's are illegally "tying" internet content to internet access,
thereby violating both the federal antitrust laws and California unfair trade
practice statutes. The plaintiffs also allege that the defendants have entered
into an illegal conspiracy to require all MSO's providing, or desiring to
provide, the @Home service to enter into contracts precluding them from offering
any competing internet service. The plaintiffs have recently filed an amended
complaint alleging that the violations are national in scope (rather than merely

<PAGE>

local). Arahova is vigorously defending this case. Due to the preliminary nature
of the litigation, the outcome cannot be predicted.

    Adelphia and certain subsidiaries are defendants in several putative
subscriber class action suits in state courts in Pennsylvania and Mississippi
initiated during 1999. The suits all challenge the propriety of late fees
charged by the subsidiaries to customers who fail to pay for services in a
timely manner. The suits seek injunctive relief and various formulations of
damages under various claimed causes of action under various bodies of state
law. These actions are in various stages of defense and are being defended
vigorously. The outcome of these matters cannot be predicted at this time. In
May 2000, Adelphia settled similar litigation in the state courts of Vermont.
The settlement of this matter did not have a material adverse effect.

    There are no other material pending legal proceedings, other than routine
litigation incidental to the business, to which the Company is a party or any of
its property is subject.

Item 2.  Changes in Securities and Use of Proceeds

    On January 17, 2001, in reliance on the exemption under Section 4(2) of the
Securities Act, as amended, the Company entered into a stock purchase agreement
("January 2001 Rigas Common Stock Direct Placement") with Highland 2000, L.P.,
an entity controlled by members of the family of John Rigas, under which
Highland agreed to purchase 5,819,367 shares of Adelphia Class B common stock.
The January 2001 Rigas Common Stock Direct Placement will be at a per share
price equal to $42.96, plus an interest factor. Closing on the January 2001
Rigas Common Stock Direct Placement will occur by October 22, 2001 and is
subject to customary closing conditions.

    During March 2001, the Company completed the acquisition of cable television
systems in the Virginia area. These systems served approximately 155,000 basic
subscribers at the date of acquisitions. In connection with the acquisitions,
Adelphia issued 2,394,778 shares of its Class A common stock, to the
shareholders of the acquired company , in reliance on the exemption under
Section 4(2) of the Securities Act, as amended and paid cash of approximately
$705,000.

    On January 17, 2001, in reliance on the exemption under Section 4(2) of the
Securities Act, as amended, the Company entered into a note purchase agreement
("January 2001 Rigas Notes Direct Placement") with Highland 2000, L.P., an
entity controlled by members of the family of John Rigas under which Highland
2000, L.P. agreed to purchase $167,400 aggregate principal amount of 6%
convertible subordinated notes due 2000. The January 2001 Rigas Notes Direct
Placement will be convertible into 3,016,325 shares of Adelphia Class B common
stock at an initial conversion of $55.49 per share. Closing on the January 2001
Rigas Notes Direct Placement will occur by October 22, 2001 and is subject to
customary closing conditions.

    On April 19, 2001, in reliance on the exemption under Section 4(2) of the
Securities Act, as amended, the Company entered into a note purchase agreement
("April 2001 Rigas Notes Direct Placement") with Highland 2000, L.P., an entity
controlled by members of the family of John Rigas under which Highland 2000,
L.P. agreed to purchase $400,000 aggregate principal amount of 3.25% convertible
subordinated notes due 2021. The April 2001 Rigas Notes Direct Placement will be
convertible into 9,141,186 shares of Adelphia Class B common stock at an initial
conversion of $43.76 per share. Closing on the April 2001 Rigas Notes Direct
Placement will occur by January 21, 2002 and is subject to customary closing
conditions.





<PAGE>





Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits:

Exhibit No.                       Description

4.01       Second Supplemental Indenture dated as of April 25, 2001, regarding
           3.25% Convertible Subordinated Notes due 2021, to Subordinated Debt
           Indenture dated as of January 23, 2001 (incorporated herein by
           reference to Exhibit 1.01 to Form 8-K of the Registrant filed on May
           4, 2001).

10.01      Purchase Agreement between Adelphia and Highland 2000, L.P. dated
           April 19, 2001 regarding 3.25% convertible subordinated notes due
           2021 (incorporated herein by reference to Exhibit 1.01 to Form 8-K of
           the Registrant filed on May 4, 2001).

10.02      Underwriting Agreement dated April 19, 2001 regarding 3.25%
           Convertible Subordinated Notes due 2021 of Adelphia (incorporated
           herein by reference to Exhibit 1.01 to Form 8-K of the Registrant
           filed on May 4, 2001).

(b)  Reports on Form 8-K:


    Form 8-K's were filed on January 2, 2001 (filing amended pro forma financial
information) and Form 8-K's were also filed on January 5, 2001, January 19,
2001, January 23, 2001, January 24, 2001 and February 21, 2001, which reported
information under items 5 and 7.






<PAGE>









                                   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
                                                  (Registrant)



Date:   May 15, 2001                  By:   /s/ Timothy J. Rigas
                                          ---------------------------------
                                           Timothy J. Rigas
                                           Executive Vice President (authorized
                                           officer), Chief Financial Officer,
                                           Chief Accounting Officer and
                                           Treasurer