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 September 30, 1995
                                 
____   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.)
                                        
             5 West Third Street
               P.O. Box 472
             Coudersport, PA                    16915
         (Address of principal                (Zip code)
           executive offices)
                                 
                           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 November 14, 1995, 15,364,009 shares of Class A Common
Stock, par value $0.01, and 10,944,476               shares of
Class B Common Stock, par value $0.01 per share, of the registrant
were outstanding.






                                              ADELPHIA
COMMUNICATIONS CORPORATION

                                                              INDEX

                                         ..........
Page Number
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

       Consolidated Balance Sheets - March 31, 1995 and
           September 30, 1995............................ 3

       Consolidated Statements of Operations - Three and Six Months
Ended September 30, 1994
          and 1995...................................... 4

       Consolidated Statements of Cash Flows - Six Months Ended
September 30, 1994 and 1995......
 ........................................................ 5

       Notes to Interim Consolidated Financial
Statements...............................................6

Item 2.  Management's Discussion and Analysis
of Financial Condition and Results
of Operations........................................... 10


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.............................. 18

Item 2.  Changes in Securities.......................... 18

Item 3  Defaults Upon Senior Securities..................18

Item 4  Submission of Matters to a Vote of Security
Holders................................................. 18

Item 5  Other Information............................... 19

Item 6.  Exhibits and Reports on Form 8-K............... 19


SIGNATURE............................................... 20

<TABLE>                                                            
                                                                   
PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements                                            
                                                                   
    ADELPHIA COMMUNICATIONS CORPORATION AND
                 SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS (Unaudited)
     (In thousands, except share amounts)
                                                  March 31,     Sept. 30,
ASSETS:                                               1995         1995
Cable television systems, at cost, net of                                
depreciation and amortization:
<S>                                              <C>          <C>
     Property, plant and equipment              $   518,405  $    542,225
     Intangible assets                              546,116       545,487
          Total                                   1,064,521     1,087,712
                                                                         
Cash and cash equivalents                             5,045         3,723
Investments                                          48,968        56,690
Preferred equity investment in Managed            
 Partnership                                         18,338        18,338
Subscriber receivables - net...                      20,433        21,452
Prepaid expenses and other assets - net....          48,352        62,266
Related party investments and receivables - net      61,634        50,669
          Total.....                            $ 1,267,291  $  1,300,850
                                                                         
LIABILITIES AND STOCKHOLDERS' EQUITY                                     
(DEFICIENCY):
Notes payable of subsidiaries to banks and     
institutions.....                               $ 1,086,350  $  1,149,141
12 1/2% Senior Notes due 2002.......                400,000       400,000
10 1/4% Senior Notes due 2000.......                 99,011        99,082
11 7/8% Senior Debentures due 2004......            124,470       124,486
9 7/8% Senior Debentures due 2005                   127,994       128,055
9 1/2% Senior Pay-In-Kind Notes due 2004....        164,370       172,178
Other debt......                                     19,415        17,873
Accounts payable...                                  42,872        58,968
Subscriber advance payments and deposits.....        16,494        16,736
Accrued interest and other liabilities.......        87,751        91,431
Deferred income taxes...                            110,139       107,777
          Total liabilities.....                  2,278,866     2,365,727
                                                                         
Commitments and contingencies (Note G)                                   
                                                                         
Stockholders' equity (deficiency):                                       
 Class A Common Stock, $.01 par value,                                  
  50,000,000 and 200,000,000 shares authorized,
  respectively; 14,906,691 and 15,364,009 shares
  outstanding, respectively.                           149           154
 Class B Common Stock, $.01 par value,                                  
  25,000,000 shares authorized and 10,944,476
  shares outstanding                                   109           109
 Additional paid-in capital                        211,190       216,185
 Accumulated deficit                            (1,223,023)   (1,281,325)
          Total stockholders' equity
           (deficiency)                         (1,011,575)   (1,064,877)
          Total                                $ 1,267,291  $  1,300,850
                                                              
  See notes to interim consolidated financial
              statements.
</TABLE>

         <TABLE>
 ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES 
  CONSOLIDATED STATEMENTS OF  OPERATIONS (Unaudited)
          (In thousands, except per share amounts)
                                                                     
                                                         
                              Three Months Ended      Six Months Ended
                                September 30,           September 30,
                               1994         1995         1994          1995
<S>                          <C>           <C>         <C>           <C>
                                                                           
Revenues...                $    90,795  $   97,082  $   174,815  $   194,003
                                                                           
Operating expenses:                                                        
  Direct operating and          26,632      29,630       51,528       58,152
programming
  Selling, general and          15,117      17,110       29,810       33,980
administrative
  Depreciation and              25,267      26,165       46,756       53,789
amortization
          Total                 67,016      72,905      128,094      145,921
                                                                           
Operating income.               23,779      24,177       46,721       48,082
                                                                           
Other income (expense):                                                    
  Interest income from 
   affiliates                    2,386       3,378        4,755        6,788
  Other income...                  270                      863             
  Priority investment                                                      
   income from Olympus           5,575       6,575       11,150       12,150
  Interest expense..           (48,412)    (52,754)     (95,325)    (105,878)
  Equity in loss of joint
   ventures                     (8,984)     (9,629)     (21,618)     (20,683)
          Total                (49,165)    (52,430)    (100,175)    (107,623)
                                                                           
Loss before income taxes       (25,386)    (28,253)     (53,454)     (59,541)

Income tax benefit (expense)     1,119         195         (104)       1,239
Net loss......             $   (24,267)  $ (28,058) $   (53,558)  $  (58,302)
Net loss per weighed                                                       
average share 
of common stock            $    (0.99)   $   (1.07) $     (2.19)  $    (2.22)
                                                                           
Weighted average shares of                                                 
  common stock outstanding     24,452       26,308       24,452       26,301
                                                                           
                                                                           
                                                                           
                                                                  
                                                                  
                                                                 
                                                                
   See notes to interim consolidated financial statements.
</TABLE>


<TABLE>
     ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                    (In thousands)
                                                    Six Months Ended
                                                      September 30,
                                                       1994        1995
Cash flows from operating activities:                                    
<S>                                                <C>           <C>
  Net loss..                                      $   (53,558)  $ (58,302)
    Adjustments to reconcile net loss to net cash                        
     provided by operating activities:                                              
        Depreciation.....                              31,920      33,383
        Amortization....                               14,836      20,406
        Noncash interest expense....                    7,162       7,956
        Equity in loss of joint ventures...            21,618      20,683
        Deferred income tax expense (benefit)..            36      (2,362)
        Change in operating assets and liabilities,
          net of effects of acquisitions:                                               
           Subscriber receivables.....                    674     (1,019)
           Prepaid expenses and other assets...        (8,865)    (20,980)
           Accounts payable.....                        9,483      16,096
           Subscriber advance payments and deposits    (1,171)        242
           Accrued interest and other liabilities         530       3,469
Net cash provided by operating activities..            22,665      19,572
                                                                         
Cash flows from investing activities:                                    
  Cable television systems acquired....               (47,693)    (17,846)
  Expenditures for property, plant and equipment .    (40,703)    (51,026)
  Amounts invested in and advanced to Olympus and                        
    related parties.......                            (47,889)     (3,632)
  Investments in other joint ventures...              (20,587)     (8,808)
Net cash used for investing activities.              (156,872)    (81,312)
                                                                         
Cash flows from financing activities:                                    
  Proceeds from debt                                   93,787     117,319
  Repayments of debt..                                (26,039)    (56,901)
Net cash provided by financing activities..            67,748      60,418
                                                                         
Decrease in cash and cash equivalents......           (66,459)     (1,322)
                                                                         
Cash and cash equivalents, beginning of year           74,075       5,045
                                                                         
Cash and cash equivalents, end of period...       $     7,616  $    3,723
                                                                         
                                                                   
   See notes to interim consolidated financial statements.
</TABLE>
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                  (Dollars in thousands)

     The accompanying unaudited interim financial statements of
Adelphia Communications Corporation  and its majority owned
subsidiaries ("Adelphia") have been prepared in accordance with the
rules and regulations of the Securities and Exchange Commission.

     In the opinion of management, all adjustments, consisting of
only normal recurring accruals necessary to present fairly the
unaudited results of operations for the three and six months ended
September 30, 1994 and 1995, have been included.  These interim
consolidated financial statements should be read in conjunction
with Adelphia's consolidated financial statements included in its
Annual Report on Form 10-K for the fiscal year ended March 31, 1995
("Annual Report").

A. Significant Events Subsequent to the 1995 Annual Report:

     On April 3, 1995, Olympus  Communications, L.P. ("Olympus")
acquired all of the cable and security systems of WB Cable
Associates, Ltd. ("WB Cable") serving approximately 44,000 cable
and security monitoring subscribers for a purchase price of
$82,000.  WB Cable provides cable services from one headend and
security monitoring services from one location in West Boca Raton,
Florida.  Of the purchase price, $77,000 was paid in cash and
$5,000 was paid in Adelphia Class A Common Stock.  The acquisition
has been accounted for under the purchase method of accounting, and
was financed principally through borrowings under an Olympus credit
agreement.

     On April 12, 1995, Adelphia acquired cable systems from Clear
Channels Cable TV Company located in Kittanning, New Bethlehem and
Freeport, Pennsylvania, for $17,456.  These systems serve
approximately 10,700 subscribers.  The acquisition of these systems
has been  accounted for using the purchase method of accounting.
The consolidated statements of operations and cash flows include
the operations of the acquired systems since April 12, 1995.

      On June 12, 1995, Adelphia announced the signing of
definitive agreements for the purchase of all of the cable systems
of Eastern Telecom Corporation, Robinson Cable TV, Inc. and First
Carolina Cable TV, L.P.  These systems together serve approximately
58,000 subscribers located in western Pennsylvania and Vermont and
are being purchased for an aggregate price of $92,000.
Concurrently, Olympus announced the signing of a definitive
agreement for the purchase of all of the southeast Florida cable
systems of the Leadership Cable division of Fairbanks
Communications, Inc., which serve approximately 50,000 cable and
security monitoring subscribers, for a purchase price of $94,000.

     On June 28, 1995, Adelphia and other relevant parties
terminated their previously announced November 1994 letter of
intent to increase by $63,000 to $75,000 the overall investment of
Adelphia and the companies it manages (the "Adelphia Group") in
cable systems held by Tele-Media Investment Partnership, L.P. and
certain other Tele-Media controlled entities (collectively, "Tele-
Media").

     As of September 30, 1995, wholly-owned subsidiaries of
Adelphia had commitments from a bank to enter into a $190,000 one
year loan,  the terms of which provide for senior secured notes
maturing in October 1996.  The initial proceeds from the loan of
$43,000, which were drawn in October 1995, were used to repay
existing debt totaling $35,000 and for working capital purposes.




                                                                   
B.  Notes Payable to Banks and Institutions:                              
                                                                          
     The following updates to September 30, 1995 the
            disclosures made in Note 3 to Adelphia's
consolidated financial statements contained in the                        
Annual Report.
                                                                          
Commitments for additional borrowings..                         $  190,000
Weighted average interest rate..                                     8.95%
Percentage of principal balance that bears interest
   at fixed rates for at least one year..                            39.6%
<TABLE>                                                                          
C.  Investments:                                                     
                                                                     
     Adelphia's nonconsolidated investments are as                   
follows:
                                                        March 31   Sept. 30
                                                         1995        1995
Investments accounted for using the equity method:                        
<S>                                                    <C>           <C>
Gross investment:                                                         
  Alternate access ventures.......                   $   12,840  $  18,748
  Page Call, Inc.......                                   6,915      7,848
  Other....                                               2,847      2,779
Cumulative equity in net losses                          (1,458)    (1,912)
     Total..                                             21,144     27,463
                                                                          
Investments accounted for using the cost method:                          
Niagara Frontier Hockey, L.P..                           15,000     15,000
Alternate access ventures.                                2,924      3,141
Commonwealth Security, Inc...                             4,200      4,200
SuperCable.....                                           3,000      3,163
Other.......                                              2,700      3,723
     Total..                                             27,824     29,227
                                                                          
Total investments...                                 $   48,968  $  56,690
                                                                          
D.  Investments and Related Party Receivables:                            
                                                                           
      The following table summarizes the investments
in and receivables from Olympus and related parties:
                                                                          
                                                         March 31  Sept. 30
                                                           1995        1995
                                                                          
Investment in Olympus.                                $  (48,688) $ (51,510)
Amounts due from Olympus....                              60,631     58,876
Amounts due from other related parties - net...           49,691     43,303
                                                     $    61,634  $  50,669
                                                                          
          The investment in Olympus represents a 50% voting interest in such 
partnership and is being accounted for using the equity method.  Summarized
unaudited results of operations of Olympus, forthe nine months ended
September 30, 1994 and 1995, are as follows:
                                                               
                                                          Nine Months Ended
                                                            September 30,
                                                          1994          1995
                                                                          
Revenues.                                            $    72,575 $    85,376
Net loss...                                              (15,610)    (16,235)
Net loss of general partners after priority
 return requirements                                     (62,834)    (61,670)
</TABLE>                                                             

E. Accounting for Income Taxes:

     The income tax benefit for the six months ended September 30,
1995 was $1,239, which is comprised of current tax expense of
$1,123 and a deferred tax benefit of $2,362.

F. Supplemental Cash Flow Information:

     Cash payments for interest were $86,047 and $98,550 for the
six months ended September 30, 1994 and 1995, respectively.  During
the six months ended September 30, 1995, $5,000 of Adelphia Class A
Common Stock was issued in conjunction with the WB Cable
acquisition by Olympus (see Note A).

G.  Commitments and Contingencies

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

H.  Recent Accounting Pronouncements:

     In October 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," which requires adoption
no later than fiscal years beginning after December 15, 1995.  The
new standard defines a fair value method of accounting for stock
options and similar equity instruments.  Under the fair value
method, compensation cost is measured at the grant date based on
the fair value of the award and is recognized over the service
period, which is usually the vesting period.  Pursuant to the new
standard, companies are encouraged, but not required, to adopt the
fair value method of accounting for employee stock-based
transactions.  Companies are also permitted to continue to account
for such transactions under Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," but would be
required to disclose in a note to the financial statements pro
forma net income and, if presented, earnings per share as if the
company had applied the new method of accounting.  The accounting
requirements of the new method are effective for all employee
awards granted after the beginning of the fiscal year of adoption.
Adelphia has not yet determined if it will elect to change to the
fair value method, nor has it determined the effect the new
standard will have on net income and earnings per share should it
elect to make such a change.  Adoption of the new standard will
have no effect on Adelphia's cash flows.


         _________________________________________________

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

Results of Operations

     Adelphia Communications Corporation ("Adelphia" or the
"Company") earned substantially all of its revenues in the six
months ended September 30, 1994 and 1995 from monthly subscriber
fees for basic, satellite, premium and ancillary services (such as
installations and equipment rentals), local and national
advertising sales, pay-per-view programming, home shopping networks
and competitive access telecommunications services.  Certain
changes in the way the Company offers and charges for subscriber
services were implemented as of September 1, 1993 under the 1992
Cable Act and the Company's new method of offering certain
services.  See "Regulatory and Competitive Matters" below.

     The changes in Adelphia's results of operations for the six
months ended September 30, 1995, compared to the same period in the
prior year, were primarily the result of acquisitions and expanding
existing cable television operations.

     The high level of depreciation and amortization associated
with the significant number of acquisitions in recent years, the
recent upgrading and expansion of systems and interest costs
associated with financing activities will continue to have a
negative impact on the reported results of operations.  Also,
significant charges for depreciation, amortization and interest are
expected to be incurred in the future by the Olympus joint venture,
which will also adversely impact Adelphia's future results of
operations.  Adelphia expects to report net losses for the next
several years.

     A subsidiary of the Company, Hyperion Telecommunications, Inc.
("Hyperion") and its subsidiaries owns certain investments in
competitive access telecommunications ventures, and manages those
investments.  As of July 1, 1995, a subsidiary that provides
management services with respect to the business operations of
those investments was classified an unrestricted subsidiary by the
Company's Board of Directors.  The capital investments in the joint
ventures remain in a restricted subsidiary.  The investment in
Hyperion resulted in a reduction in the Company's operating income
before depreciation and amortization for six-months ended September
30, 1994 and 1995 of $955 and $1,183, respectively.  The equity in
net loss of Hyperion's joint venture partnerships amounted to $345
and $1,130 for the six months ended September 30, 1994 and 1995,
respectively.

     The following tables set forth certain cable television system
data  for  the  periods indicated for Company  Owned,  Olympus  and
Managed Systems.  The "Olympus Systems" are systems currently owned
by the Olympus joint venture.  The "Managed Systems" are affiliated
systems managed by Adelphia.

<TABLE>                                                           
                                                                          
                                   September 30,
                                         1994           1995     % change
Homes Passed by Cable                                                     
<S>                                <C>             <C>             <C>
Company Owned Systems...               1,263,841      1,357,417       7.4%
Olympus Systems......                    413,349        561,037      35.7%
Managed Systems......                    268,423        415,558      54.8%
Total Systems....                      1,945,613      2,334,012      20.0%
                                                                          
Basic Subscribers                                                         
Company Owned Systems...                 949,617      1,000,255       5.3%
Olympus Systems.....                     243,288        337,487      38.7%
Managed Systems.....                     194,721        304,297      56.3%
Total Systems....                      1,387,626      1,642,039      18.3%
                                                                          
 Exclusive of acquisitions, basic subscribers grew 3.1%, 3.2% and 4.3% for
Company Owned, Olympus and Managed Systems, respectively, during the twelve
months ended September 30, 1995.
                          </TABLE>

                 <TABLE>
     The following table is derived from Adelphia's Interim Consolidated 
Financial Statements included in this interim report and sets forth the 
historical percentage relationship of the components of operating income to 
revenues contained in such financial statements for the period indicated.
                                                                          
                                   Three Months ended       Six Months Ended
                                      September 30,           September 30,
                                    1994          1995           1994         1995
<S>                                  <C>          <C>          <C>         <C>
                                                                          
 Revenues.                             100.0%      100.0%       100.0%      100.0%
                                                                          
Operating expenses:                                                       
    Direct operating and programming    29.3%       30.5%        29.5%       30.0%
    Selling, general and administrative 16.6%       17.6%        17.1%       17.5%
    Depreciation and amortization       27.8%       27.0%        26.7%       27.7%
                                                                          
 Operating income.......                26.3%       24.9%        26.7%       24.8%
</TABLE>                                                              
<TABLE>                                                                   
      Revenues increased approximately 6.9% and11.0%, respectively, for the three and six month
periods ended September 30, 1995, compared with the same periods in the prior year.
The increase was attributable to the followng:
                                                        Three         Six
                                                       Months       Months
                                                        Ended        Ended
                                                      Sept. 30    Sept. 30
                                                          1995         1995
                                                                          
<S>                                                   <C>         <C>
Acquisitions                                               31%         56%
Basic subscriber growth.                                   24%         20%
Rate increases                                              0%          0%
Advertising sales and other services                       45%         24%
                                                          100%        100%
</TABLE>                                                              


     Revenues for the six months ended September 30, 1994 and 1995
fully reflected the repackaging and adjustment of equipment and
installation charges, effective in July 1993, and rates for basic
services and certain other satellite programming services under
CableSelect, the Company's method of offering services that was
implemented effective September 1, 1993.  Effective October 1,
1995, rates for certain services were increased to reflect
increased programming costs and inflation in accordance with
applicable rate regulation.

     Operating expenses (exclusive of depreciation and
amortization) increased 12.0% and 13.3% for the three and six month
periods ended September 30, 1995, compared with the same periods in
the prior year, primarily due to the increased operating expenses
from acquired systems, increased programming costs and incremental
costs associated with increased subscribers.

     Operating income before depreciation and amortization
increased 2.6%  and 9.0% for the three and six month periods ended
September 30, 1995 compared with the same periods of the prior
year, primarily due to the impact of acquisitions.  Priority
investment income increased 17.9%  and 9.0% for the three and six
month periods ended September 30, 1995.  Interest income from
affiliates increased 41.6% and 42.8% for the three and six month
periods of the current year compared with the same periods of the
prior year.  EBITDA (earnings before interest, income taxes,
depreciation and amortization, equity in net loss of joint ventures
and other non-cash charges) increased 5.3%  and 9.6% for the three
and six month periods ended September 30, 1995 compared with the
same periods of the prior year, primarily due to the acquisition of
cable systems during the prior fiscal year.  Increased revenues and
operating expenses during the current periods compared with the
prior year periods primarily reflect the impact of acquisitions
consummated since September 1994.  While EBITDA is not an
alternative to operating income as defined by generally accepted
accounting principles, the Company's management believes EBITDA is
a meaningful measure of performance as substantially all of the
Company's financing agreements contain financial covenants based on
EBITDA.

     Interest expense increased approximately 9.0%  and 11.1% for
the three and six months ended September 30, 1995, compared with
the same periods of the prior year.  The increase in the level of
indebtedness, excluding incremental debt related to acquisitions,
resulted in approximately 68% of the increase in interest expense
during the current quarter and 47% of the increase during the six
months ended September 30, 1995.  Incremental debt related to
acquisitions increased interest expense by approximately 7% and 27%
during the three months and six month periods ended September 30,
1995.

     Net loss for the three month and six month periods ended
September 30, 1995 increased by 15.6% and 8.9%, respectively,
primarily due to an increase in interest expense and additional net
losses of acquired systems, partially offset by increased operating
income, priority investment income from Olympus and interest income
from affiliates.

     In October 1995, the Financial Accounting Standards Board
issued Statement of Financial Accountimg Standards No. 123,
"Accounting for Stock-Based Compensation," which requires adoption
no later than fiscal years beginning after December 15, 1995.  The
new standard defines a fair value method of accounting for stock
options and similar equity instruments.  Under the fair value
method, compensation cost is measured at the grant date based on
the fair value of the award and is recognized over the service
period, which is usually the vesting period.  Pursuant to the new
standard, companies are encouraged, but not required, to adopt the
fair value method of accounting for employee stock-based
transactions.  Companies are also permitted to continue to account
for such transactions under Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," but would be
required to disclose in a note to the financial statements pro
forma net income and, if presented, earnings per share as if the
company had applied the new method of accounting.  The accounting
requirements of the new method are effective for all employee
awards granted after the beginning of the fiscal year of adoption.
Adelphia has not yet determined if it will elect to change to the
fair value method, nor has it determined the effect the new
standard will have on net income and earnings per share should it
elect to make such a change.  Adoption of the new standard will
have no effect on Adelphia's cash flows.

Liquidity and Capital Resources

     The cable television business is capital intensive and
typically requires continual financing for the construction,
modernization, maintenance, expansion and acquisition of cable
systems.  The Company historically has committed significant
capital resources for these purposes and for investments in Olympus
and other affiliates and entities.  These expenditures were funded
through long-term borrowings and, to a lesser extent, 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.

     The Company generally has funded its working capital
requirements, capital expenditures and investments in Olympus and
other affiliates and entities through long-term borrowings,
primarily from banks and insurance companies, short-term
borrowings, internally generated funds and the issuance of parent
company public debt and equity.  The Company generally has funded
the principal and interest obligations on its long-term borrowings
from banks and insurance companies by refinancing the principal
with new loans or through the issuance of parent company debt
securities, and by paying the interest out of internally generated
funds.  Adelphia has funded the interest obligations on its public
borrowings from internally generated funds.

     The Company's financing strategy 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 and
subordinated credit arrangements with banks and insurance
companies. 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 September 30, 1995, the Company's total outstanding debt
aggregated $2,090,815, which included $923,801 of parent debt and
$1,167,014 of subsidiary debt.  At September 30, 1995, certain of
the Company's wholly-owned subsidiaries had  a commitment from a
bank for a $190,000 loan, which is subject to achieving certain
levels of operating performance.  The terms of the loan provide for
senior secured notes maturing in October 1996.  The initial
proceeds from the loan of $43,000, which were drawn in October
1995, were used to repay existing debt totaling $35,000 and for
working capital purposes.  Additionally, the bank has committed for
a portion of a nine year $690,000 revolving credit facility
expected to be completed during the quarter ended March 31, 1996.
A portion of such facility would be utilized to repay the
outstanding balance of the term loan due October 1996.  The Company
had $3,723 in cash and cash equivalents available at September 30,
1995.

     The Company's weighted average interest rate on notes payable
to banks and institutions was approximately 8.95% at September 30,
1995 compared to 8.72% at September 30, 1994.  At September 30,
1995, approximately 39.6% of such debt was subject to fixed
interest rates for at least one year under the terms of such debt
or applicable interest rate swap agreements. During the three
months ended September 30, 1995 the obligations as a counterparty
under certain interest rate swap agreements were assumed by an
affiliate of the Company.  These interest rate swap agreements have
a notional principal amount of $270,000 and expire through
November 1998.  The Company's obligation under these agreements is
unchanged.

     Maturities of debt for the four years and six months after
September 30, 1995 are as follows:

          Six months ended March 31, 1996........ 68,762
          Year ended March 31, 1997..............226,137
          Year ended March 31, 1998..............288,007
          Year ended March 31, 1999..............275,359
          Year ended March 31, 2000..............125,751

     On April 12, 1995, Adelphia acquired cable systems from Clear
Channels Cable TV Company located in Kittanning, New Bethlehem and
Freeport, Pennsylvania, for $17,456.  These systems serve
approximately 10,700 subscribers.  The acquisition of these systems
has been accounted for using the purchase method of accounting.
The consolidated statements of operations and cash flows include
the operations of the acquired systems since April 12, 1995.

     On June 12, 1995, Adelphia announced the signing of definitive
agreements for the purchase of all of the cable systems of Eastern
Telecom Corporation, Robinson Cable TV, Inc. and First Carolina
Cable TV, L.P.  These systems together serve  approximately 58,000
subscribers located in western Pennsylvania and Vermont and are
being purchased for an aggregate price of $92,000.

     On June 28, 1995, Adelphia and other relevant parties
terminated their previously announced November 1994 letter of
intent to increase by $63,000 to $75,000 the overall investment of
Adelphia and the companies it manages (the "Adelphia Group") in
cable systems held by Tele-Media Investment Partnership, L.P. and
certain other Tele-Media controlled entities (collectively, "Tele-
Media").

     On April 3, 1995, Olympus acquired all of the cable and
security systems of WB Cable Associates, Ltd. ("WB Cable") serving
approximately 44,000 cable and security monitoring subscribers for
a purchase price of $82,000.  WB Cable provides cable services from
one headend and security monitoring services from one location in
West Boca Raton, Florida.  Of the purchase price, $77,000 was paid
in cash and $5,000 was paid in Adelphia Class A Common Stock.  The
acquisition has been accounted for under the purchase method of
accounting, and was financed principally through borrowings under
an Olympus credit agreement.

     On May 12, 1995, an Olympus subsidiary entered into a $475,000
revolving credit facility with several banks, maturing December 31,
2003.  The proceeds at closing were used to repay existing bank
debt.  At September 30, 1995, $74,000 of unused commitments was
available.

     On June 12, 1995, Olympus announced the signing of a
definitive agreement for the purchase of all of the southeast
Florida cable systems of the Leadership Cable division of Fairbanks
Communications, Inc., which serve approximately 50,000 cable and
security monitoring subscribers, for a purchase price of $94,000,
which would include $40,000 in cash and the balance in seller
financing.

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 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
facility, 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, is in a
period of consolidation characterized by mergers, joint ventures,
acquisitions, sales of all or part of cable 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, except as otherwise stated
herein, the Company has not reached any agreements, in principal or
otherwise, with respect to any material transaction and
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.  Many aspects of
such regulation are currently the subject of judicial proceedings
and administrative or legislative proceedings or proposals.  On
October 5, 1992, Congress passed the 1992 Cable Act, which
significantly expands 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 which will increase the administrative costs of
complying with such regulations.  The Federal Communications
Commission (the "FCC") has adopted rate regulations that establish,
on a system-by-system basis, maximum allowable rates for (i) basic
and cable programming services (other than programming offered on a
per-channel or per-program basis), 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,
and the FCC will regulate rates for regulated cable programming
services in response to complaints filed with the agency.  The
original rate regulations became effective on September 1, 1993.
Amendments to the rate regulations became effective May 15, 1994.
Further amendments were adopted on November 10, 1994.

     The original rate regulations required a reduction of existing
rates charged for basic services and regulated cable programming
services to the greater of (i) the applicable benchmark level or
(ii) the rates in force as of September 30, 1992, reduced by 10%,
adjusted forward for inflation.  The amended regulations  generally
require a reduction of up to 17 percent from the rates for
regulated services in force as of September 30, 1992, adjusted
forward for inflation and certain other factors.  Rate reductions
are not required to the extent that a cable operator at its option
elects to use an alternative cost-of-service methodology and shows
that rates for basic and cable programming services are reasonable.
The FCC has adopted interim rules to govern cost-of-service
showings by cable operators.  Refunds with interest will be
required to be paid by cable operators who are required to reduce
regulated rates after September 1, 1993, calculated retroactively
from the date of a local franchising authority's decision with
regard to basic rates, and from the date a complaint is filed with
the FCC with regard to the rates charged for regulated programming
services.  The FCC has reserved the right to reduce or increase the
benchmarks it has established.  The rate regulations will also
limit future 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.  On November 10, 1994, the FCC adopted an
alternative method for adjusting the rates charged for a cable
programming services tier when new services are added.  This will
allow cable operators to increase rates by as much as $1.50 over a
two year period to reflect the addition of up to six new channels
of service on cable programming service tiers.  In addition, a new
programming tier can be created, the rate for which would not be
regulated as long as certain conditions are met, such as not moving
services from existing tiers to the new one. 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 virtually all of
the requirements of the 1992 Cable Act. The U.S. Court of Appeals
for the District of Columbia Circuit recently upheld all aspects of
the FCC's rate regulations except for certain minor matters.  As
noted above, amendments to the rate regulations have been made and
the FCC is also likely to continue to modify, clarify or refine the
rate regulations.  The Company cannot predict the effect or outcome
of future rulemaking proceedings or changes to the rate
regulations.  Further, because the FCC has only issued its interim
rules and has not adopted final cost-of-service rules, the Company
has not determined to what extent it will be able to utilize cost-
of-service showings to justify rates.

     Effective as of September 1, 1993, in accordance with the 1992
Cable Act, the Company adjusted the basic service rates and related
equipment and installation rates in all of its systems in order for
such rates to be in compliance with the applicable benchmark or
equipment and installation cost levels.  The Company also
implemented a program in all of its systems called "CableSelect"
under which most of the Company's satellite-delivered programming
services are now offered individually on a per channel basis, or as
a group at a price of approximately 15% to 20% below the sum of the
per channel prices of all such services.  For subscribers who elect
to customize their channel lineup, the Company will provide, for a
monthly rental fee, an electronic device located on the cable line
outside the home, enabling a subscriber's television to receive
only those channels selected by the subscriber.  These basic
service rate adjustments and the CableSelect program have also been
implemented in all systems managed by the Company.  The Company
believes CableSelect provides increased programming choices to the
Company's subscribers while providing flexibility to the Company to
respond to future changes in areas such as customer demand and
programming.

     A letter of inquiry, one of at least 63 sent by the FCC to
numerous cable operators, was received by an Olympus System
regarding the implementation of this new method of offering
services.  Olympus responded in writing to the FCC's inquiry. On
November 18, 1994, the Cable Services Bureau of the FCC issued a
decision holding that the "CableSelect" program was an evasion of
the rate regulations and ordered this package to be treated as a
regulated tier.  This decision, and all other letter of inquiry
decisions, were principally decided on the number of programming
services moved from regulated tiers to a la carte packages.
Adelphia has appealed this decision to the full Commission.  The
Company cannot predict the outcome or effect of this proceeding.

     On November 10, 1994, the FCC ruled that, prospectively, any a
la carte package will be treated as a regulated tier, except for
packages involving premium services.  The Company has appealed this
ruling to the U.S. Court of Appeals for the District of Columbia
Circuit.  The Company is currently unable to predict the effect
that the amended regulations, future FCC treatment of "a la carte"
packages or other future FCC rulemaking proceedings will have on
its business and results of operations in future periods.  No
assurance can be given at this time that such matters will not have
a material negative financial impact on the Company's business and
results of operations in the future.  Also, no assurance can be
given as to what other future actions Congress, the FCC or other
regulatory authorities may take or the effects thereof on the
Company.

     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 contains
provisions which encourage competition from such other sources.
Additionally, recent court and administrative decisions have
removed certain of the restrictions that have limited entry into
the cable television business by potential competitors such as
telephone companies, and proposals now under consideration by the
FCC, and which are being and from time to time have been considered
by Congress, could result in the elimination of other such
restrictions.  The Company cannot predict the extent to which
competition will materialize from other cable television operators,
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.

     FCC rules permit local telephone companies to offer "video
dialtone" service for video programmers, including channel capacity
for the carriage of video programming and certain non-common
carrier activities such as video processing, billing and collection
and joint marketing agreements.  On December 15, 1992, New Jersey
Bell Telephone Company filed an application with the FCC to operate
a "video dialtone" service in portions of Dover County, New Jersey,
in which the Company serves approximately 20,000 subscribers.  The
FCC approved the application on July 18, 1994.  The Company has
appealed this decision to the U.S. Court of Appeals for the
District of Columbia.  This case is presently pending.

     A number of telephone companies have filed suit seeking to
void as unconstitutional the provisions in the 1984 Cable Act that
prohibit telephone companies from owning cable television systems
in their telephone service areas.  The U.S. Courts of Appeal for
the Fourth and Ninth Circuits have struck down the cross-ownership
ban on first amendment grounds. Several federal district courts
have also struck down the cross-ownership ban on the same grounds.
The U.S. Supreme Court has agreed to review this issue.  In
addition, legislation which would eliminate the cross-ownership ban
has been passed by both houses of Congress.

     Direct broadcast satellite ("DBS") service became available to
consumers during 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 nation-wide basis. The extent to which DBS will be competitive
with cable systems will depend on the continued availability of
reception equipment and programming at reasonable prices to the
consumer.

     The Company cannot predict the ultimate outcome of the video
dialtone proceeding or the cross-ownership ban litigation.
However, 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.


         _________________________________________________

Item 1.  Legal Proceedings

     None

Item 2.  Changes in Securities

     None

Item 3.  Defaults Upon Senior Securities

     None

Item 4.  Submission of Matters to a Vote of Security Holders

     The annual meeting of the stockholders of the Company was held
on September 26, 1995.  Stockholders entitled to vote a total of
121,560,727 votes out of 124,808,769 votes attributable to all
shares of the Company's outstanding capital stock were represented
at the meeting either in person or by proxy.  At such meeting,  (a)
one director (the "Class A Director") was elected by vote of the
holders of Class A Common Stock voting as a separate class, (b)
seven directors, ("Class A and B Directors") were elected by vote
of the holders of Class A Common Stock and the holders of Class B
Common Stock voting together, and (c) an amendment  to the
Certificate of Incorporation of the Company to increase the
authorized capital stock from 80,000,000 to 230,000,000 and the
authorized number of shares of Class A Common Stock from 50,000,000
to 200,000,000 was approved by the holders of Class A Common Stock
and the holders of Class B Common Stock, voting together.  The
stockholder voting results are as follows:

<TABLE>                                                             
                          Class of                                  Broker
                          Stock         Vote for         Withheld   Non-Votes
<S>                       <C>           <C>              <C>        <C>
(a)  Class A Director                                                     
Elected
                                                                          
 Perry S. Patterson       Class A            12,929,687   165,600         0
                                                                          
b)  Class A and B                                                         
Directors Elected
                                                                          
 John J. Rigas            Class A            12,929,687   165,600         0
                          Class B           108,465,440         0         0
                                                                          
 Michael J. Rigas         Class A            12,929,687   165,600         0
                          Class B           108,465,440         0         0
                                                                          
 Timothy J. Rigas         Class A            12,929,687   165,600         0
                          Class B           108,465,440         0         0
                                                                          
 James P. Rigas           Class A            12,929,687   165,600         0
                          Class B           108,465,440         0         0
                                                                           
                          Class of                                  Broker
                          Stock          Vote for        Withheld   Non-Votes
                                                                          
 Daniel R. Milliard       Class A            12,929,687   165,600         0
                          Class B           108,465,440         0         0
                                                                          
 Pete J. Metros           Class A            12,929,687   165,600         0
                          Class B           108,465,440         0         0
                                                                           
 Dennis P. Coyle          Class A            12,929,687   165,600         0
                          Class B           108,465,440         0         0
                                                                          
 (c)  Approval of Amendment to Certificate of Incorporation
                                                                          
Increase in Number of Authorized Shares of                                                      
Capital stock and Class A Common stock
                          Class A            12,485,714   609,573         0
                          Class B           108,465,440         0         0
</TABLE>                                                                   


Item 5.  Other Information

     None

Item  6. Exhibits and Reports on Form 8-K

      (a)  Exhibits:

             Exhibit 3.01  Certificate of Incorporation of
                 Adelphia Communications Corporation

             Exhibit 27.01  Financial Data Schedule (
                 supplied for the information of the Commission).

      (b)  Reports on Form 8-K:

             None


         _________________________________________________

     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:  November 14, 1995        By:   /s/ Timothy J. Rigas
                                Timothy J. Rigas
                                Executive Vice President
                                (authorized officer), Chief Financial Officer
                                and Chief Accounting Officer