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 September 30, 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 September 30, 2001, 153,896,192 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

<S>                                                                                                        <C>
Item 1.  Financial Statements                                                                                  3

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
              of Operations                                                                                   15

Item 3.  Quantitative and Qualitative Disclosures about Market Risk                                           27

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                    28

Item 4.  Submission of Matters to a Vote of Security Holders                                                  30

Item 6.  Exhibits and Reports on Form 8-K                                                                     31

SIGNATURES                                                                                                    32
</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
filed under Registration Statement No. 333-64224, 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,       September 30,
                                                                                          2000               2001
                                                                                    ----------------    ---------------
ASSETS

<S>                                                                                 <C>                 <C>
Property, plant and equipment - net                                                 $    6,124,820      $   7,787,846
Intangible assets - net                                                                 14,091,402         15,230,381
Cash and cash equivalents                                                                  124,634            112,267
Restricted cash                                                                             54,178             18,900
Investments                                                                                246,974            162,899
Subscriber receivables - net                                                               248,582            311,555
Prepaid expenses and other assets - net                                                    605,819            785,814
Related party receivables - net                                                              3,071                --
                                                                                    ----------------    ---------------
          Total                                                                     $   21,499,480      $  24,409,662
                                                                                    ================    ===============

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

Subsidiary debt                                                                     $    9,179,773      $   8,987,388
Parent debt                                                                              3,423,640          5,862,385
Accounts payable                                                                           845,486            859,181
Subscriber advance payments and deposits                                                    58,222             72,694
Accrued interest and other liabilities                                                     706,217            800,778
Deferred income taxes                                                                    2,074,038          2,022,488
                                                                                    ----------------    ---------------
          Total liabilities                                                             16,287,376         18,604,914
                                                                                    ----------------    ---------------

Minority interests                                                                         616,223            645,096
                                                                                    ----------------    ---------------

Adelphia Business Solutions redeemable exchangeable preferred stock                        297,067            327,360
                                                                                    ----------------    ---------------

13% Series B cumulative redeemable exchangeable preferred stock                            148,535            148,665
                                                                                    ----------------    ---------------
Commitments and contingencies (Note 13)

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 154,990,716 shares issued, respectively                                    1,338              1,550
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          7,702,014
Accumulated other comprehensive loss                                                       (16,362)           (10,107)
Accumulated deficit                                                                     (2,525,203)        (2,860,650)
Treasury stock, at cost, 1,094,524 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          4,683,627
                                                                                    ----------------    ---------------
          Total                                                                     $   21,499,480      $  24,409,662
                                                                                    ================    ===============




                      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              Nine Months Ended
                                                                     September 30,                   September 30,
                                                            ------------------------------- -------------------------------
                                                                  2000            2001            2000            2001
                                                            --------------- --------------- --------------- ---------------
<S>                                                          <C>             <C>            <C>             <C>
Revenues                                                     $    727,858    $    898,603   $   2,104,702   $   2,630,104

Operating expenses:
  Direct operating and programming                                269,605         333,508         770,972       1,002,136
  Selling, general and administrative                             177,907         208,027         518,298         613,798
  Depreciation and amortization                                   214,053         332,522         626,866         909,329
  Restructuring charges                                               --              --              --            4,979
  Merger and integration costs                                        --              --              --            1,243
                                                            --------------- --------------- --------------- ---------------
          Total                                                   661,565         874,057       1,916,136       2,531,485
                                                            --------------- --------------- --------------- ---------------
Operating income                                                   66,293          24,546         188,566          98,619
                                                            --------------- --------------- --------------- ---------------

Other income (expense):
  Interest expense - net                                         (228,720)       (298,455)       (634,090)       (865,046)
  Equity in (loss) income of joint ventures                        (3,715)          1,774         (11,280)         (3,567)
  Minority interest in net losses of subsidiaries                  26,065          20,862          79,021          49,402
  Adelphia Business Solutions preferred stock dividends            (9,192)        (10,415)        (26,737)        (30,293)
  Other-than-temporary impairment of investments                       --             --              --         (104,525)
  Gain on cable systems swap                                           --             --           37,552         519,244
  Other                                                               (96)        (10,810)           (283)        (25,227)
                                                            --------------- --------------- --------------- ---------------
          Total                                                  (215,658)       (297,044)       (555,817)       (460,012)
                                                            --------------- --------------- --------------- ---------------
Loss before income taxes and extraordinary loss                  (149,365)       (272,498)       (367,251)       (361,393)
Income tax benefit                                                 18,415          22,916          63,803          33,048
                                                            --------------- --------------- --------------- ---------------
Loss before extraordinary loss and cumulative effect
   of accounting change                                          (130,950)       (249,582)       (303,448)       (328,345)
Extraordinary loss on early retirement of debt
   (net of income tax benefit of $2,618)                              --           (4,862)            --           (5,738)
Cumulative effect of accounting change (net of
   income tax benefit of $5,243)                                      --              --              --           (8,448)
                                                            --------------- --------------- --------------- ---------------
Net loss                                                         (130,950)       (254,444)       (303,448)       (342,531)
Dividend requirements applicable to preferred stock               (14,406)        (12,781)        (43,218)        (38,343)
                                                            --------------- --------------- --------------- ---------------
Net loss applicable to common stockholders                       (145,356)       (267,225)       (346,666)       (380,874)

Other comprehensive (loss) income - unrealized gain (loss)
   on available-for-sale securities (net of income tax
   benefit (expense) of $10,163, $1,219, $26,242 and
   ($1,195)                                                       (19,607)         (2,463)        (47,182)          6,255
                                                            --------------- --------------- --------------- ---------------

Comprehensive loss                                          $    (164,963)  $    (269,688)  $    (393,848)  $    (374,619)
                                                            =============== =============== =============== ===============

Basic and diluted net loss per weighted average share of
   common stock before extraordinary loss and cumulative
   effect of accounting change                              $       (1.06)  $       (1.51)  $       (2.64)  $       (2.15)
Basic and diluted extraordinary loss on early retirement of
   debt per weighted average share of common stock                    --            (0.03)            --            (0.03)
Basic and diluted cumulative effect of accounting change
   per weighted average share of common stock                         --              --              --            (0.05)
                                                            --------------- --------------- --------------- ---------------
Basic and diluted net loss per weighted average share
   of common stock                                          $       (1.06)  $       (1.54)  $       (2.64)  $       (2.23)
                                                            =============== =============== =============== ===============

 Basic and diluted weighted average shares of common  stock
   stock outstanding (in thousands)                               137,510         173,132         131,220         170,685
                                                            =============== =============== =============== ===============

                        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)

                                                                                             Nine Months Ended
                                                                                               September 30,
                                                                                    -----------------------------------
                                                                                          2000                2001
                                                                                    ----------------    ---------------

Cash flows from operating activities:
<S>                                                                                 <C>                 <C>
  Net loss                                                                          $     (303,448)     $    (342,531)
    Adjustments to reconcile net loss to net cash provided by operating
      activities:
        Depreciation and amortization                                                      624,953            909,329
        Noncash interest expense                                                           102,031             94,457
        Noncash restructuring charges                                                          --               4,979
        Noncash preferred stock dividends of Adelphia Business Solutions                    26,737             30,293
        Equity in loss of joint ventures                                                    11,280              3,567
        Gain on cable systems swap                                                         (37,552)          (519,244)
        Minority interest in losses of subsidiaries                                        (79,021)           (49,402)
        Extraordinary loss on early retirement of debt                                         --               5,738
        Loss on investments                                                                    --              17,276
        Cumulative effect of accounting change                                                 --               8,448
        Other-than-temporary impairment of investments                                         --             104,525
        Decrease in deferred income taxes                                                  (74,275)           (37,194)
        Changes in operating assets and liabilities, net of effects
          of acquisitions and cable systems swap:
           Subscriber receivables                                                          (53,435)           (61,160)
           Prepaid expenses and other                                                     (172,724)          (194,364)
           Accounts payable                                                                (38,744)           (12,117)
           Subscriber advance payments and deposits                                         (2,295)            17,640
           Accrued interest and other                                                       11,321             86,694
                                                                                    ----------------    ---------------
Net cash provided by operating activities                                                   14,828             66,934
                                                                                    ----------------    ---------------

Cash flows from investing activities:
  Acquisitions                                                                            (786,243)          (893,092)
  Expenditures for property, plant and equipment                                        (1,333,039)        (1,948,411)
  Adelphia Business Solutions' investments in joint ventures and other                     (10,375)              (300)
  Investments in other joint ventures                                                      (38,788)           (23,220)
  Sale of U.S. government securities - pledged                                              30,624                --
  Change in restricted cash                                                                (66,652)            35,278
  Amounts advanced to related parties                                                      108,701            (38,774)
  Other                                                                                      3,053             (1,270)
                                                                                    ----------------    ---------------
Net cash used for investing activities                                                  (2,092,719)        (2,869,789)
                                                                                    ----------------    ---------------
Cash flows from financing activities:
  Proceeds from debt                                                                     5,324,965         10,308,251
  Repayments of debt                                                                    (3,747,562)        (8,171,878)
  Costs associated with financings                                                         (30,344)           (95,834)
  Net proceeds from issuance of Class A common stock                                           --             788,292
  Net proceeds from issuance of Class B common stock                                       519,275                --
  Preferred stock dividends paid                                                           (29,031)           (38,343)
                                                                                    ----------------    ---------------
Net cash provided by financing activities                                                2,037,303          2,790,488
                                                                                    ----------------    ---------------
Decrease in cash and cash equivalents                                                      (40,588)           (12,367)
Cash and cash equivalents, beginning of period                                             186,874            124,634
                                                                                    ----------------    ---------------

Cash and cash equivalents, end of period                                            $      146,286      $     112,267
                                                                                    ================    ===============




                      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 a transition loss of approximately $8,448 included in net loss (net of tax)
and an increase of approximately $8,300 included 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 ("Comcast"). 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 and appraisals.

<PAGE>

        On January 3, 2001, certain subsidiaries of Adelphia closed on a short
term secured revolving credit facility. The facility was 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 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 September 28, 2001, certain
subsidiaries of Adelphia repaid and cancelled the short term facility.

        On January 17, 2001, Adelphia 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. On October 22, 2001 the Company closed on the January 2001 Rigas
Common Stock Direct Placement. Adelphia used the proceeds of approximately
$259,900 to repay subsidiary bank debt, which may be reborrowed and used for
general corporate purposes.

        On January 17, 2001, Adelphia 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. On October 22, 2001 the Company closed on the
January 2001 Rigas Notes Direct Placement. Adelphia used the proceeds of
approximately $163,600 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 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.

        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

<PAGE>

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 is
expected to 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 Western Pennsylvania, Ohio
and Western New York ("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 fourth quarter of 2001.

        On June 12, 2001, Adelphia completed an offering of $1,000,000 of 10
1/4% Senior Notes due 2011. Net proceeds from this offering, after deducting
offering expenses, were approximately $980,000. 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.

        On September 28, 2001, Adelphia closed on a new $2,030,000 secured
revolving term facility. Proceeds from the initial borrowing under the new
long-term facility of approximately $1,500,000 were used to repay four credit
agreements, including the January 2001 credit facility which was scheduled to
mature in November 2001. The balance of the facility is available for general
corporate purposes. The facility also provides for additional borrowing
facilities of up to $750,000, all of which would be discretionary with the
lenders if requested by Adelphia.

        On October 25, 2001, Adelphia completed an offering of $500,000 of 10
1/4% Senior Notes due 2006. Net proceeds from this offering, after deducting
offering expenses and original issue discount, were approximately $485,000.
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.

        Reborrowings under each subsidiary credit facility are subject to
compliance with the terms of and maturity of the particular subsidiary credit
facility.

        Adelphia announced on November 9, 2001 that its Board of Directors had
authorized in principle the distribution of Adelphia's equity interests in
Adelphia Business Solutions, Inc. ("Adelphia Business Solutions"), a 79% owned
subsidiary of Adelphia, to Adelphia's stockholders. Adelphia expects that its
spin-off of its equity interests in Adelphia Business Solutions will occur no
later than March 31, 2002. In connection with its spin-off, Adelphia may provide
up to $100,000 of additional credit support to subsidiaries of Adelphia Business
Solutions.  Should the spin-off occur as a distribution to Adelphia's
shareholders, Adelphia would record the distribution as a dividend.

         In addition to the acquisitions mentioned above, the Company completed
several other acquisitions of cable television systems during the nine months
ended September 30, 2001 for approximately $229,000 consisting of approximately
$184,000 in cash and 453,636 shares of Adelphia Class A common stock. At the
date of acquisition, these cable television systems served approximately 53,000
basic subscribers, primarily in California, Georgia, Kentucky, Pennsylvania and
Virginia. 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        Nine Months
                                                                               Ended              Ended
                                                                           September 30,      September 30,
                                                                               2000               2000
                                                                        ------------------ ------------------
<S>                                                                     <C>                <C>
              Revenues                                                  $        768,858   $      2,260,555
              Loss before extraordinary loss                                    (165,930)          (404,993)
              Net loss applicable to common stockholders                        (180,336)          (448,211)
              Basic and diluted net loss per weighted average
                  share of common stock                                            (1.22)             (3.16)

</TABLE>

        Pro forma financial information for the 2001 acquisitions is not
considered significant to the consolidated financial statements.

3.  Debt
<TABLE>
<CAPTION>

        Debt is summarized as follows:

        Subsidiary Debt:

                                                                                December 31,     September 30,
                                                                                    2000              2001
                                                                              ----------------  ----------------
<S>                                                                            <C>               <C>
            Notes to banks and institutions                                    $  5,708,529      $   5,435,157
            13% Senior Discount Notes of Adelphia Business
              Solutions due 2003                                                    291,891            303,840
            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            202,631
            11% Senior Subordinated Notes of FrontierVision Due 2006                210,706            209,329
            11 7/8% Senior Discount Notes Series A of
             FrontierVision due 2007                                                228,519            245,666
            11 7/8% Senior Discount Notes Series B of
              FrontierVision due 2007                                                84,820             89,773
            9 3/4% Senior Notes of Arahova due 2002                                 201,005            200,366
             Zero Coupon Senior Discount Notes of Arahova due 2003                  354,392            382,644
            9 1/2% Senior Notes of Arahova due 2005                                 250,950            250,770
            8 7/8% Senior Notes of Arahova due 2007                                 243,805            244,588
            8 3/4% Senior Notes of Arahova due 2007                                 217,440            218,304
            8 3/8% Senior Notes of Arahova due 2007                                  94,930             95,488
            8 3/8% Senior Notes of Arahova due 2017                                  94,420             94,672
            Senior Discount Notes of Arahova due 2008                               296,436            321,497
            Other subsidiary debt                                                   148,910            142,663
                                                                               --------------   ---------------
              Total subsidiary debt                                            $  9,179,773      $   8,987,388
                                                                               ==============   ===============

</TABLE>





<PAGE>



        The following information updates to September 30, 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>
<CAPTION>

<S>                                                                                                  <C>
             Weighted average interest rate payable by subsidiaries
                under credit agreements with banks and institutions                                      5.18%
             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                                                   66.34%

</TABLE>

<TABLE>
<CAPTION>

        Parent Debt:

                                                                                December 31,       September 30,
                                                                                    2000                2001
                                                                             -----------------   -----------------

<S>                                                                          <C>                 <C>
             9 1/4% Senior Notes due 2002                                    $       325,000     $       325,000
             8 1/8% Senior Notes due 2003                                            149,575             149,692
            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             348,218
             8 3/8% Senior Notes due 2008                                            299,326             299,380
             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             496,750
            10 7/8% Senior Notes due 2010                                            744,464             744,890
            10 1/4% Senior Notes due 2011                                                --            1,000,000
                6 % Convertible Subordinated Notes due 2006                              --              862,500
             3 1/4% Convertible Subordinated Notes due 2021                              --              575,000
             9 7/8% Senior Debentures due 2005                                       128,944             129,108
             9 1/2% Pay-In-Kind Notes due 2004                                        31,847              31,847
                                                                             -----------------   -----------------
                     Total parent debt                                       $     3,423,640     $     5,862,385
                                                                             =================   =================
</TABLE>





<PAGE>


4.  Investments
<TABLE>
<CAPTION>

      Adelphia's nonconsolidated investments are as follows:
                                                                                December 31,      September 30,
                                                                                    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             31,172
        Media ventures                                                                16,508                --
        Other                                                                          2,920              2,920
                                                                             ----------------- ------------------
           Total                                                                     107,119             98,392
                                                                             ----------------- ------------------

      Investments accounted for using the cost method:
      ------------------------------------------------
      Convertible preferred stock                                                     94,780             23,700
      Interactive Ventures                                                            41,946             47,446
      Other                                                                           19,865             25,697
                                                                             ----------------- ------------------
           Total                                                                     156,591             96,843
                                                                             ----------------- ------------------

      Investments accounted for as available-for-sale securities:
      -----------------------------------------------------------
      Common stock and common stock warrants                                          36,602              9,497
                                                                             ----------------- ------------------

      Total investments before cumulative equity in net losses                       300,312            204,732
      Cumulative equity in net losses                                                (53,338)           (41,833)
                                                                             ----------------- ------------------
      Total investments                                                       $      246,974   $        162,899
                                                                             ================= ==================
</TABLE>


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

        During 2001, the Company recognized losses of $104,525, which resulted
from the write down of certain investments which experienced a decline in value
that was deemed other-than-temporary.

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 Per Weighted Average Share of Common Stock

        Basic net loss 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.

<PAGE>

7.  Supplemental Financial Information

        Cash payments for interest were $575,937 and $743,720 for the nine
months ended September 30, 2000 and 2001, respectively. Accumulated depreciation
of property, plant and equipment amounted to $1,575,941 and $1,848,795 at
December 31, 2000 and September 30, 2001, respectively. Accumulated amortization
of intangible assets amounted to $911,679 and $1,183,607 at December 31, 2000
and September 30, 2001, respectively. Interest expense - net includes interest
income of $4,379 and $2,110 for the three months ended September 30, 2000 and
2001 and $15,171 and $9,862 for the nine months ended September 30, 2000 and
2001, respectively.

8.  Income Taxes

        Income tax benefit for the three and nine months ended September 30,
2000 and 2001 was substantially comprised of deferred tax.

9.  Adelphia Business Solutions' Restructuring Charges and Liquidity

        During December 2000, Adelphia Business Solutions, a majority owned
subsidiary 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.   During
the three and nine months ended September 30, 2001, Adelphia Business Solutions
paid $1,278 and $7,623, respectively, associated with the restructuring charge
resulting in a liability of $2,776 at September 30, 2001.

        Adelphia Business Solutions estimates that under its current business
plan a total of approximately $395,000 will be required to fund its capital
expenditures, working capital requirements, operating losses and pro rata
investments in its joint ventures from October 1, 2001 through September 30,
2002, of which approximately $85,000 will be required through December 31, 2001,
in addition to the cash and cash equivalents on hand and remaining availability
under its bank credit facility as of September 30, 2001. To fund its projected
cash needs as well as future deficits, Adelphia Business Solutions is continuing
to explore additional sources of liquidity. As of September 30, 2001,
approximately $5,915 was available under a bank credit facility with
approximately $19,406 cash on hand, including restricted cash, and on October 1,
2001 an additional $80,000 in cash was paid by Adelphia to close its purchase of
certain Adelphia Business Solutions network assets. Adelphia Business Solutions
believes it has the resources to meet its funding requirements for the quarter
ending December 31, 2001. Adelphia Business Solutions' ability to fund its
future operations, capital expenditures and debt service will depend upon its
access to funding, including its ability to access the capital markets, and its
future financial and operating performance, which will be affected by prevailing
economic conditions and financial, business and other factors, many of which are
beyond its control. Adelphia Business Solutions had previously announced that it
was pursuing an additional $300,000 to $500,000 bank credit facility. However,
it currently does not expect to obtain this additional bank credit facility.
Adelphia Business Solutions does not have any commitments for additional
funding. The above concerns raise substantial doubt about Adelphia Business
Solutions' ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

<PAGE>

10.  Recent Accounting Pronouncements

        In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." These statements make
significant changes to the accounting for business combinations, goodwill, and
intangible assets. SFAS No. 141 eliminates the pooling-of-interests method of
accounting for business combinations with limited exceptions for combinations
initiated prior to July 1, 2001. In addition, it further clarifies the criteria
for recognition of intangible assets separately from goodwill. This statement is
effective for business combinations completed after June 30, 2001.

         SFAS No. 142 discontinues the practice of amortizing goodwill and
indefinite-lived intangible assets and initiates an annual review for
impairment. Intangible assets with a determinable useful life will continue to
be amortized over their useful lives. SFAS No. 142 applies to goodwill and
intangible assets acquired after June 30, 2001. Goodwill and intangible assets
existing prior to July 1, 2001 will be affected when the Company adopts the
statement. SFAS No. 142 is effective for fiscal years beginning after December
15, 2001. At September 30, 2001, the carrying value of goodwill and
indefinite-lived intangible assets that will no longer be amortized approximated
$15,000,000. Amortization of such assets was approximately $104,000 and $297,000
for the three and nine months ended September 30, 2001, respectively. The
Company has not yet completed its impairment assessment of goodwill and
indefinite-lived intangible assets upon implementation of the standard.

        In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144, which addresses
financial accounting and reporting for the impairment of long-lived assets and
for long-lived assets to be disposed of, supercedes SFAS No. 121 and is
effective for fiscal years beginning after December 15, 2001. While the Company
is currently evaluating the impact the adoption of SFAS No. 144 will have on its
financial position and results of operations, it does not expect such impact to
be material.

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
September 30, 2001. As of January 1, 2001 and September 30, 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

<PAGE>

purchase warrants was recorded in conjunction with the adoption of this
standard. During the nine months ended September 30, 2001, a period loss of
$18,400 was recorded in "Other" in the statement of operations. At January 1,
2001 and September 30, 2001, the aggregate fair value of stock purchase warrants
considered to be derivatives was $22,200 and $2,600, 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 September 30, 2001 and for the three and nine months ended
September 30, 2000 and 2001.

13.  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.

<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 September 30, 2001, and the other data for the three and nine months ended
September 30, 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 September 30, 2001.

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,      September 30,
                                                                            2000              2001
                                                                     ----------------- ------------------
Adelphia Consolidated
<S>                                                                   <C>               <C>
  Total assets                                                        $   21,499,480    $    24,409,662
  Total debt                                                              12,603,413         14,849,773
  Cash and cash equivalents                                                  124,634            112,267
  Restricted cash                                                             54,178             18,900
  Investments (a)                                                            300,312            204,732
  Redeemable preferred stock                                                 445,602            476,025
  Convertible preferred stock  (liquidation preference)                      575,000            575,000

Adelphia Business Solutions
  Total assets                                                        $    1,889,466    $     2,126,334
  Total debt                                                               1,390,456          1,389,347
  Cash and cash equivalents                                                    3,543                506
  Restricted cash                                                             54,178             18,900
  Investments (a)                                                             66,800             67,100
  Redeemable preferred stock                                                 297,067            327,360

Adelphia, excluding Adelphia Business Solutions
  Total assets                                                        $   19,610,014    $    22,283,328
  Total debt                                                              11,212,957         13,460,426
  Cash and cash equivalents                                                  121,091            111,761
  Investments (a)                                                            233,512            137,632
  Redeemable preferred stock                                                 148,535            148,665
  Convertible preferred stock  (liquidation preference)                      575,000            575,000
</TABLE>


<PAGE>



<TABLE>
<CAPTION>


Other Data:                                                    Three Months Ended          Nine Months Ended
                                                                 September 30,               September 30,
                                                          --------------------------- ----------------------------
                                                               2000         2001          2000           2001
                                                          ------------- ------------- ------------- --------------

Adelphia Consolidated
<S>                                                        <C>          <C>           <C>           <C>
  Revenues                                                 $  727,858   $   898,603   $ 2,104,702   $  2,630,104
  Operating expenses (b)                                      447,512       541,535     1,291,183      1,615,934
  Depreciation and amortization expense                       214,053       332,522       624,953        909,329
  Operating income                                             66,293        24,546       188,566         98,619
  Interest expense - net                                     (228,720)     (298,455)     (634,090)      (865,046)
  Preferred stock dividends                                   (23,598)      (23,196)      (69,955)       (68,636)
  Capital expenditures                                        587,571       626,277     1,333,039      1,948,411
  Cash paid for acquisitions                                  766,071         1,568       786,243        893,092
  Cash used for investments                                    21,630         5,746        49,163         23,520

Adelphia Business Solutions
  Revenues                                                 $   93,551   $   116,278   $   243,066   $    343,562
  Operating expenses (b)                                      118,098       121,877       315,685        374,300
  Depreciation and amortization expense                        27,103        59,368        73,230        131,062
  Operating loss                                              (51,650)      (64,967)     (145,849)      (166,779)
  Interest expense - net (c)                                  (15,501)      (42,654)      (35,989)      (109,578)
  Preferred stock dividends                                    (9,192)      (10,415)      (26,737)       (30,293)
  Capital expenditures                                        188,101       113,393       479,001        370,186
  Cash used for investments                                     3,250           300        10,375            300

Adelphia, excluding Adelphia Business Solutions
  Revenues                                                 $  634,307   $   782,325   $ 1,861,636   $  2,286,542
  Operating expenses (b)                                      329,414       419,658       975,498      1,241,634
  Depreciation and amortization expense                       186,950       273,154       551,723        778,267
  Operating income                                            117,943        89,513       334,415        265,398
  Interest expense - net (d)                                 (213,219)     (255,801)     (598,101)      (755,468)
  Preferred stock dividends                                   (14,406)      (12,781)      (43,218)       (38,343)
  Capital expenditures                                        399,470       512,884       854,038      1,578,225
  Cash paid for acquisitions                                  766,071         1,568       786,243        893,092
  Cash used for investments                                    18,380         5,446        38,788         23,220
<FN>

(a)  Represents total investments before cumulative equity in net losses.
(b)  Amounts exclude depreciation, amortization, restructuring charges and merger and integration costs.
(c)  Amounts include net interest income (expense) from (to) Adelphia of $(2,191), $(9,442), $4,091 and $(22,250) for the
       respective periods.
(d)  Amounts include net interest income (expense) from (to) Adelphia Business Solutions of $2,191, $9,442, $(4,091) and $22,250
     for the respective periods.
</FN>
</TABLE>



<PAGE>



    Three and Nine Months Ended September 30, 2001 Compared to the Three and
Nine Months Ended September 30, 2000

        Adelphia earned substantially all of its revenues in the three and nine
months ended September 30, 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 and nine
months ended September 30, 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.

        Cable systems owned by the Company (the "Company Systems") are located
in 32 states and Puerto Rico, and are organized into six core clusters: Los
Angeles, PONY (Western Pennsylvania, Ohio and Western New York), New England,
Florida, Virginia and Colorado Springs. The Company Systems are located
primarily in suburban areas of large and medium-sized cities within the 50
largest television markets. As of September 30, 2001, the broadband networks for
the Company Systems passed in front of 9,320,280 homes and served 5,693,035
basic subscribers.

        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         Nine Months Ended
                                                              September 30,              September 30,
                                                        -----------------------   ------------------------
                                                           2000         2001         2000          2001
                                                        ----------   ----------   ----------   -----------
<S>                                                     <C>          <C>          <C>           <C>
             Revenues                                     100.0%       100.0%       100.0%        100.0%

             Operating expenses:
               Direct operating and programming            37.0%        37.1%        36.6%         38.1%
               Selling, general and administrative         24.4%        23.2%        24.6%         23.3%
               Depreciation and amortization               29.4%        37.0%        29.8%         34.6%
               Restructuring charges                         --           --           --           0.2%
                                                        ----------   ----------   ----------   -----------
             Operating income                               9.2%         2.7%         9.0%          3.8%
                                                        ==========   ==========   ==========   ===========
</TABLE>

Cable and Other Segment

    Revenues

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

                                                                                       Three Months Ended
                                                                                          September 30,
                                                                                   -------------------------
                                                                                       2000          2001
                                                                                   ------------   ----------
 <S>                                                                                  <C>            <C>
             Cable service and equipment                                                 77%         71%
             Premium programming                                                          9%          8%
             Advertising sales and other services                                        14%         21%
</TABLE>

<PAGE>

        Revenues increased approximately 23.3% and 22.8% for the three and nine
months ended September 30, 2001, respectively, compared with the same periods of
2000. The increases are attributable to the following:
<TABLE>
<CAPTION>

                                                                        Three Months          Nine Months
                                                                            Ended                Ended
                                                                        September 30,        September 30,
                                                                            2001                 2001
                                                                     ------------------   ------------------
<S>                                                                  <C>                  <C>
             Acquisitions                                                   47%                  54%
             Basic subscriber growth                                         1%                   1%
             Cable rate increases                                           13%                  10%
             Premium programming                                            (4%)                 --
             Digital cable                                                  20%                  16%
             High speed data services                                        9%                   8%
             Advertising sales and other services                           14%                  11%
</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 and nine months ended September 30, 2001.

    Direct Operating and Programming Expenses

        Direct operating and programming expenses, which are mainly basic and
premium programming costs and technical expenses, increased 27.4% and 27.9% to
$278,743 and $824,746 for the three and nine months ended September 30, 2001,
respectively from $218,712 and $644,686 for the same periods of 2000.
Acquisitions and programming rate increases accounted for substantially all of
the increase for the three and nine months ended September 30, 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 27.3% and 26.0% to $140,915 and $416,888 for the three and
nine months ended September 30, 2001, respectively from $110,702 and $330,812
for the same periods of 2000. Acquisitions and new services accounted for
substantially all of the increase for the three and nine months ended September
30, 2001.

    Depreciation and Amortization

        Depreciation and amortization increased 46.1% and 41.1% to $273,154 and
$778,267 for the three and nine months ended September 30, 2001, respectively,
from $186,950 and $551,723 for the same periods of 2000. Acquisitions and
increased capital expenditures accounted for substantially all of the increase
for the three and nine months ended September 30, 2001.

    Interest Expense - Net

        Interest expense - net increased 20.0% and 26.3% to $255,801 and
$755,468 for the three and nine months ended September 30, 2001 from $213,219
and $598,101 for the same periods of 2000. Acquisitions accounted for 92.5% and
86.4% of the increase for the three and nine months ended September 30, 2001,
respectively. The remaining increase was primarily due to an increase in average
debt outstanding partially offset by declines in variable interest rates.

<PAGE>

    Other-Than-Temporary Impairment of Investments

        During 2001, the Company recognized losses of $104,525, which resulted
from the write down of certain investments which experienced a decline in value
that was deemed other-than-temporary.

    Gain on Cable Systems Swap

        On May 1, 2000, Adelphia swapped certain cable systems for certain cable
systems owned by AT&T. The result was a gain of $37,552 for the nine months
ended September 30, 2000. 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 nine months ended September 30, 2001.

CLEC Segment

    Revenues

        Revenues increased 24.2% and 41.3% to $116,278 and $343,562 for the
three and nine months ended September 30, 2001, respectively, from $93,551 and
$243,066 for the same periods of 2000. The increases are attributable to the
following:
<TABLE>
<CAPTION>

                                                                                     Three Months           Nine Months
                                                                                        Ended                  Ended
                                                                                     September 30,          September 30,
                                                                                         2001                   2001
                                                                                  ------------------     ------------------
<S>                              <C>                                               <C>                   <C>
              Growth in Class of 1996 Markets                                      $         8,110       $         46,544
              Growth in Class of 1997/98 Markets                                             4,942                 12,226
              Growth in Class of 1999 Markets                                                6,315                 27,380
              Growth in Class of 2000 Markets                                                2,730                  8,878
              Acquisition of local partner interests                                           --                   3,113
              Management fees                                                                  630                  2,355
</TABLE>


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

                                                                          Three Months                  Nine Months
                                                                              Ended                        Ended
                                                                          September 30,                September 30,
                                                                        2000          2001           2000           2001
                                                                    ------------ -------------  -------------  -------------

<S>                                                                 <C>           <C>            <C>            <C>
               Voice services                                           71.4%         69.5%          73.3%          68.8%
               Data and dedicated access services                       18.4%         25.4%          18.7%          22.9%
               Management fees                                           1.0%          1.3%           1.3%           1.6%
               Other                                                     9.2%          3.8%           6.7%           6.7%

</TABLE>





<PAGE>



    Direct Operating and Programming Expenses

        Direct operating and programming expenses increased 7.6% and 40.4% to
$54,765 and $177,390 for the three and nine months ended September 30, 2001,
respectively, from $50,893 and $126,286 for the same periods of 2000. The
increases are attributable to the following:
<TABLE>
<CAPTION>

                                                                                 Three Months        Nine Months
                                                                                     Ended              Ended
                                                                                 September 30,      September 30,
                                                                                     2001                2001
                                                                              ------------------- ------------------
<S>                                                                             <C>                <C>
               Growth in original markets                                       $        (2,779)   $        10,070
               Acquisition of local partner interests                                       --                 679
               Expansion markets                                                          6,900             40,129
               Network Operations Control Center ("NOCC")                                  (249)               226
</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 decreased 0.0% and
increased 3.9% to $67,112 and $196,910 for the three and nine months ended
September 30, 2001, respectively, from $67,205 and $189,399 for the same periods
of 2000, primarily reflecting the growth in the expansion markets. The increases
are attributable to the following:

<TABLE>
<CAPTION>

                                                                  Three Months           Nine Months
                                                                     Ended                  Ended
                                                                 September 30,          September 30,
                                                                      2001                  2001
                                                              ------------------    -------------------
<S>                                                           <C>                   <C>
               Growth in markets                              $           4,341     $          11,787
               Acquisition of local partner interests                       --                  1,287
               Sales and marketing and corporate activities              (5,349)               (6,399)
               Non-cash stock compensation                                  915                   836
</TABLE>

    Restructuring Charges

        Restructuring charges were zero and $4,979 for the three and nine months
ended September 30, 2001, respectively, as compared to zero for the same periods
of 2000, primarily as a result of Adelphia Business Solutions' revised network
expansion plan.

    Depreciation and Amortization Expense

        Depreciation and amortization expense increased 119.0% and 79.0% to
$59,368 and $131,062 during the three and nine months ended September 30, 2001,
respectively, from $27,103 and $73,230 for the same periods 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.

<PAGE>

    Interest Expense - Net

        Interest expense - net increased 175.2% and 204.5% to $42,654 and
$109,578 during the three and nine months ended September 30, 2001,
respectively, from $15,501 and $35,989 for the same periods 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.

    Equity in Net Loss of Joint Ventures

        Equity in net income of joint ventures for the three and nine months
ended September 30, 2001 was $2,985 and $6,121 as compared to equity in net
income of joint ventures of $381 and equity in net loss of $70 for the same
periods of 2000.

        The number of non-consolidated joint venture networks paying management
fees to Adelphia Business Solutions was three at September 30, 2001. In
addition, the properties sold to Adelphia during December 2000 are paying
management fees to Adelphia Business Solutions. These networks paid management
and monitoring fees to Adelphia Business Solutions, which are included in
revenues, aggregating approximately $1,522 and $5,483 for the three and nine
months ended September 30, 2001, as compared with $893 and $3,129 for the same
periods of 2000. The non-consolidated networks had net income of $551 and $6,228
for the three months ended September 30, 2000 and 2001, respectively, and had
net income of $313 and $12,499 for the nine months ended September 30, 2000 and
2001, respectively.

    Preferred Stock Dividends

        Preferred stock dividends increased 13.3% and 13.2% to $10,415 and
$30,293 for the three and nine months ended September 30, 2001, respectively,
from $9,192 and $26,737 for the same periods 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 and nine months ended September 30,
2000 and 2001, the Company committed substantial capital resources for these
purposes. 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 nine months ended September 30, 2000 and 2001, cash provided by
operating activities totaled $14,828 and $66,934, respectively; cash used for
investing activities totaled $2,092,719 and $2,869,789, respectively; and cash
provided by financing activities totaled $2,037,303 and $2,790,488 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 nine months ended September 30, 2000 and
2001 were $854,038 and $1,578,225, respectively. This increase was primarily due

<PAGE>

to acquisitions and cable plant rebuilds and upgrades to expand services. The
Company expects that capital expenditures for the Cable and Other Segment from
October 1, 2001 through December 31, 2001 will be in a range of approximately
$400,000 to $500,000.

       CLEC Segment

        Capital expenditures for the nine months ended September 30, 2000 and
2001 were $479,001 and $370,186, respectively. This decrease was primarily due
to the revised business plan announced during December 2000. Adelphia Business
Solutions estimates that, in addition to its existing sources, a total of
approximately $85,000 will be required to fund Adelphia Business Solutions
capital expenditures, working capital requirements, operating losses and pro
rata investments in joint ventures through 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 during the nine months ended September 30, 2001 of
cable television systems for approximately $229,000 consisting of approximately
$184,000 in cash and 453,636 shares of Adelphia Class A common stock. At the
date of acquisition, these cable television systems served approximately 53,000
basic subscribers, primarily in California, Georgia, Kentucky, Pennsylvania and
Virginia. 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 and nine months ended
September 30, 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.

<PAGE>

        At September 30, 2001, Adelphia's total outstanding debt aggregated
$14,849,773, which included $5,862,385 of parent debt, $1,389,347 of Adelphia
Business Solutions debt, $202,631 of Olympus public debt, $544,768 of
FrontierVision public debt, $1,808,329 of Arahova public debt and $5,042,313 of
other subsidiary debt. The Company also had total redeemable preferred stock of
$476,025 outstanding as of September 30, 2001. As of September 30, 2001, after
giving effect to the October 2001 Senior Notes offering, Adelphia had an
aggregate of $1,152,267 in unused credit lines and cash and cash equivalents,
which includes $430,000 also available to affiliates, part of which is subject
to achieving certain levels of operating performance.

        On January 3, 2001, certain subsidiaries of Adelphia closed on a new
short term secured revolving credit facility. The facility was 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 September 28, 2001, certain
subsidiaries of Adelphia repaid and cancelled the short term facility.

        On January 17, 2001, Adelphia 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. On October 22, 2001 the Company closed on the January 2001 Rigas
Common Stock Direct Placement. Adelphia used the proceeds of approximately
$259,900 to repay subsidiary bank debt, which may be reborrowed and used for
general corporate purposes.

        On January 17, 2001, Adelphia 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. On October 22, 2001 the Company closed on the
January 2001 Rigas Notes Direct Placement. Adelphia used the proceeds of
approximately $163,600 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 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, Adelphia 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.

<PAGE>

        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.

        On June 12, 2001, Adelphia completed an offering of $1,000,000 of 10
1/4% Senior Notes due 2011. Net proceeds from this offering, after deducting
offering expenses, were approximately $980,000. 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.

        In July 2001, Adelphia filed a registration statement which subsequently
became effective with the Securities and Exchange Commission to offer from time
to time, in one or more separate offerings, debt securities, which may be senior
or subordinated, shares of preferred stock, debt or equity warrants; shares of
Class A common stock; and shares of Class B common stock, with an aggregate
public offering price of up to $5,000,000 (or its equivalent based on the
exchange rate at the time of sale) in amounts, at prices and on terms to be
determined at the time of offering. A total of $500,000 of Senior Notes has been
issued under this registration statement.

        On September 28, 2001, Adelphia closed on a new $2,030,000 secured
revolving term facility. Proceeds from the initial borrowing under the new
long-term facility of approximately $1,500,000 were used to repay four credit
agreements, including the January 2001 credit facility which was scheduled to
mature in November 2001. The balance of the facility is available for general
corporate purposes. The facility also provides for additional borrowing
facilities of up to $750,000, all of which would be discretionary with the
lenders if requested by Adelphia.

        On October 25, 2001, Adelphia completed an offering of $500,000 of 10
1/4% Senior Notes due 2006. Net proceeds from this offering, after deducting
offering expenses and original issue discount, were approximately $485,000.
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.

        Reborrowings under each subsidiary credit facility are subject to
compliance with the terms of and maturity of the particular subsidiary credit
facility.

        Adelphia announced on November 9, 2001 that its Board of Directors had
authorized in principle the distribution of Adelphia's equity interests in
Adelphia Business Solutions, a 79% owned subsidiary of Adelphia, to Adelphia's
stockholders. Adelphia expects that its spin-off of its equity interests in
Adelphia Business Solutions will occur no later than March 31, 2002. In
connection with its spin-off, Adelphia may provide up to $100,000 of additional
credit support to subsidiaries of Adelphia Business Solutions.  Should the
spin-off occur as a distribution to Adelphia's shareholders, Adelphia would
record the distribution as a dividend.

        The Company's weighted average interest rate on notes payable to banks
and institutions was approximately 8.45% at September 30, 2000 compared to 5.18%
at September 30, 2001. Approximately 66.34% of the Company's total indebtedness
was at fixed interest rates as of September 30, 2001, after giving effect to
certain interest rate swaps, caps and collars.

<PAGE>

        The following table sets forth the mandatory reductions in principal
under all debt agreements for each of the next four years and three months based
on amounts outstanding at September 30, 2001:
<TABLE>
<CAPTION>

<S>                                                                         <C>
                      Three months ending December 31, 2001                 $        77,171
                      Year ending December 31, 2002                                 706,247
                      Year ending December 31, 2003                               1,152,731
                      Year ending December 31, 2004                                 925,343
                      Year ending December 31, 2005                               1,311,590
</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 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.

        Adelphia Business Solutions has experienced negative operating and
investing cash flow since its inception. A combination of operating losses and
substantial capital investments required to build its networks has historically
resulted in substantial negative cash flow. Expansion and development of the
markets and additional investment in new products and services will require
significant capital expenditures. Adelphia Business Solutions operations have
required and will continue to require substantial capital investment for (i) the
installation of electronics for voice and data services in its networks, (ii)
the expansion and improvement of markets and (iii) the design, construction and
development of new markets.

        Adelphia Business Solutions estimates that under its current business
plan a total of approximately $395,000 will be required to fund its capital
expenditures, working capital requirements, operating losses and pro rata
investments in its joint ventures from October 1, 2001 through September 30,
2002, of which approximately $85,000 will be required through December 31, 2001,
in addition to the cash and cash equivalents on hand and remaining availability
under its bank credit facility as of September 30, 2001. To fund its projected
cash needs as well as future deficits, Adelphia Business Solutions is continuing
to explore additional sources of liquidity. As of September 30, 2001,
approximately $5,915 was available under a bank credit facility with
approximately $19,406 cash on hand, including restricted cash, and on October 1,
2001 an additional $80,000 in cash was paid by Adelphia to close its purchase of
certain Adelphia Business Solutions network assets. Adelphia Business Solutions
believes it has the resources to meet its funding requirements for the quarter
ending December 31, 2001. Adelphia Business Solutions ability to fund its future
operations, capital expenditures and debt service will depend upon its access to
funding, including its ability to access the capital markets, and its future
financial and operating performance, which will be affected by prevailing
economic conditions and financial, business and other factors, many of which are
beyond its control. Adelphia Business Solutions had previously announced that it
was pursuing an additional $300,000 to $500,000 bank credit facility. However,
it currently does not expect to obtain this additional bank credit facility.
Adelphia Business Solutions does not have any commitments for additional
funding.

<PAGE>

        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 operations of the Company are 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.

        Cable television companies operate under franchises granted by local
authorities. Because such franchises are non-exclusive, the Company is subject
to competition with other cable operators and, in some cases, systems operated
by the municipal franchising authorities themselves. The Company is also subject
to competition from DBS and wireless service providers, which are not subject to
regulation on the local level, since they do not utilize the public rights of
way. These providers are also exempt from many of the federal regulations
applicable to the cable industry. This difference in regulatory schemes hinders
the Company's ability to compete on a level playing field.

        The Company is subject to rate regulation by certain franchising
authorities that have petitioned the FCC for certification to regulate the
Company's rates. Such rate regulation, however, is limited to the basic, or
lowest level, service tier.

        Federal regulations also limit the Company's discretion to select
certain programming services, by mandating the carriage of local broadcast
television stations, franchise-required public, educational and governmental
channels, and unaffiliated commercial leased access programming services. Such
mandatory carriage obligations could increase if the FCC decides to extend such
mandatory carriage rules to the digital level of service, which issue is
currently pending before the FCC. These mandatory carriage requirements limit
the capacity available to the Company for revenue-generating programming
services.

        Additionally, the FCC is currently considering a rulemaking to determine
the regulatory status of Internet service. Specifically, the FCC is reviewing
whether Internet service is a cable service and, therefore, subject to
regulation at the local level, or a telecommunications service and, therefore,
subject to regulation at the state level. The outcome of the decision could have
an impact on such factors as the rates the Company may charge for such service,
the extent to which the Company would have to make its Internet facilities
available to the franchising authorities and unaffiliated service providers, and
the rates the Company must pay utilities for pole attachments. For further
information regarding regulatory and competitive matters and their effect on the
Company, see the Company's most recent Annual Report on Form 10-K.



<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 September
30, 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 September 30,
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 4.06% and 2.60%, 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 September 30, 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
September 30, 2001, the Company had an interest rate collar agreement covering a
notional amount of $100,000, expiring in 2002. The interest rate collar
agreement has average cap and floor rates of 6.30%. This agreement also has a
maximum cap rate of 6.64% and a minimum floor rate of 4.95%. 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 September 30, 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                    $   20,000  $ 545,000  $ 842,780  $   531,847   $ 380,000  $ 7,512,908  $ 9,832,535  $ 9,789,524
   Average Interest Rate           9.30%      9.10%      9.23%        9.18%       9.08%        9.09%

Variable Rate                 $   57,171  $ 161,247  $ 309,951  $   393,496   $ 931,590  $ 3,682,819  $ 5,536,274  $ 5,536,274
   Average Interest Rate           3.83%      5.37%      6.41%        6.76%       6.92%        6.89%

Interest Rate Swaps,
 Caps and Collars:

Variable to Fixed             $     --    $     --   $    --    $      --     $    --    $    75,000  $    75,000  $    (5,600)
Average Pay Rate                    --          --        --           --          --          6.05%
Average Receive Rate                --          --        --           --          --          2.60%

Fixed to Variable             $     --    $  35,000  $ 45,000   $      --     $    --    $      --    $    80,000  $     2,336
Average Pay Rate                    --        4.06%     2.60%          --          --           --
Average Receive Rate                --        5.10%     5.90%          --          --           --

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

Interest Rate Collars         $     --    $ 100,000  $   --     $      --     $    --    $      --    $   100,000  $    (2,509)
Maximum Cap Rates                   --        6.64%      --            --          --           --
Average Cap and Floor Rate          --        6.30%      --            --          --           --
Minimum Floor Rate                  --        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 September 30, 2001, plus the
borrowing margin in effect at September 30, 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
September 30, 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
plaintiffs allege that by requiring customers to purchase the @Home service,
rather than offering the option of access alone, Arahova and the other defendant
MSOs are illegally "tying" Internet content to Internet access, thereby
allegedly 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 MSOs providing, or desiring to

<PAGE>

provide, the @Home service to enter into contracts precluding them from offering
any competing Internet service. The plaintiffs filed an amended complaint
alleging that the violations are national in scope (rather than restricted to
California). In January 2001, the court denied plaintiffs' motion to certify a
nationwide class. The plaintiffs filed an appeal of such denial, which was
rejected by the Court of Appeals. This case was dismissed on November 5, 2001.

        Adelphia and certain subsidiaries are defendants in several putative
subscriber class action suits in state courts in Pennsylvania, Vermont 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 damages under various causes
of action under state law. The Company is continuing to vigorously defend these
actions, though the outcome cannot be predicted at this time.

        Adelphia and its subsidiaries are parties to various other legal
proceedings and claims which arise in the ordinary course of, and are incidental
to, their businesses. Management does not expect that any of these other
currently pending legal proceedings will have a material impact on the Company's
financial position, results of operations or cash flow.

<PAGE>

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

         The annual meeting of stockholders of the Company was held on August 7,
2001. At such meeting (a) one (1) director was elected by a vote of the holders
of Class A Common Stock, and (b) eight (8) directors were elected by a vote of
the holders of Class A Common Stock and Class B Common Stock, voting together
and (c} the Adelphia 1998 Long-Term Incentive Compensation Plan was amended to
increase the number of shares authorized under such Plan.  The results of voting
at that meeting are as follows:
<TABLE>
<CAPTION>

(a)
<S>                              <C>                                <C>                 <C>            <C>
                                                                                                           Broker
Director Elected                 Class of Stock                        Vote For           Withheld       Non-Votes

Pete J. Metros                   Class A Common                       111,483,938         1,347,107           0

(b)
                                                                                                           Broker
Director Elected                 Class of Stock                        Vote For           Withheld       Non-Votes

John J. Rigas                    Class A Common                       105,809,197         5,942,948           0
                                 Class B Common                       192,359,980             0               0
Michael J. Rigas                 Class A Common                       105,886,235         5,865,910           0
                                 Class B Common                       192,359,980             0               0
Timothy J. Rigas                 Class A Common                       105,890,918         5,861,227           0
                                 Class B Common                       192,359,980             0               0
James P. Rigas                   Class A Common                       106,057,815         5,694,330           0
                                 Class B Common                       192,359,980             0               0
Dennis P. Coyle                  Class A Common                       110,405,538         1,346,607           0
                                 Class B Common                       192,359,980             0               0
Leslie J. Gelber                 Class A Common                       110,405,631         1,346,514           0
                                 Class B Common                       192,359,980             0               0
Peter L. Venetis                 Class A Common                       110,411,731         1,340,414           0
                                 Class B Common                       192,359,980             0               0
Erland E. Kailbourne             Class A Common                       110,404,996         1,347,149           0
                                 Class B Common                       192,359,980             0               0

(c) Long-Term Incentive Compensation Plan Amendment

                                                                                                           Broker
                                 Class of Stock                        Vote For           Withheld       Non-Votes

                                 Class A Common                        97,645,843        14,053,590        26,712
                                 Class B Common                       192,359,980             0               0



</TABLE>


<PAGE>


Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits:

Exhibit No.                         Description

4.01       Fifth Supplemental Indenture dated as of October 25, 2001, to the
           Base Indenture dated as of April 28, 1999, regarding 10 1/4% Senior
           Notes due 2006 of Adelphia (incorporated herein by reference to
           Exhibit 4.01 to Form 8-K of the Registrant filed on October 30,
           2001).

10.01      Credit Agreement dated as of September 28, 2001 among Olympus Cable
           Holdings, LLC, Adelphia Company of Western Connecticut, Highland
           Video Associates, L.P., Coudersport Television Cable Company,
           Adelphia Holdings 2001, LLC, and Bank of Montreal, as the
           Administrative Agent, and the other Agents and Lenders party thereto
           (incorporated herein by reference to Exhibit 10.01 to Form 8-K of the
           Registrant filed on October 12, 2001).

10.02      Underwriting Agreement dated October 19, 2001 regarding $500 million
           aggregate principal amount of 10 1/4% Senior Notes due 2006 of
           Adelphia (incorporated herein by reference to Exhibit 1.01 to Form
           8-K of the Registrant filed on October 30, 2001).

99.01      Risk Factors (incorporated herein by reference are the risk factors
           set forth on pages 8 through 20 of the Registrant's prospectus filed
           on October 24, 2001, at Registration Statement File No. 333-64224).

         Form 8-K's were filed on October 1, 2001, October 12, 2001, October 23,
2001 and October 30, 2001, which reported information under items 5, 7 and/or 9.
No financial statements were filed with such Form 8-K reports.


<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:   November 9, 2001                     By:   /s/ Timothy J. Rigas
                                                  Timothy J. Rigas
                                                  Executive Vice President
                                                  (authorized officer), Chief
                                                  Financial Officer, Chief
                                                  Accounting Officer and
                                                  Treasurer