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

                                   FORM 10-Q/A
                                (Amendment No. 1)

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


                For the quarterly period ended September 30, 2000

____    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 November 14, 2000, 132,693,656 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

<S>                                                                                                              <C>
Explanatory Note:  Purpose of this Amendment on Form 10-Q/A............................................           3

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (As restated, see Note 12 of the Condensed Consolidated
                               Financial Statements)

       Condensed Consolidated Balance Sheets - December 31, 1999 and
        September 30, 2000.............................................................................           4

       Condensed Consolidated Statements of Operations and Comprehensive Loss -
        Three and Nine Months Ended September 30, 1999 and 2000........................................           5

       Condensed Consolidated Statements of Cash Flows - Nine Months Ended
        September 30, 1999 and 2000....................................................................           6

       Notes to Condensed Consolidated Financial Statements............................................           7

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk....................................          29

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.............................................................................          30

Item 2.  Changes in Securities and Use of Proceeds.....................................................          31

Item 4.  Submission of Matters to a Vote of Security Holders...........................................          32

Item 6.  Exhibits and Reports on Form 8-K..............................................................          32

SIGNATURES.............................................................................................          34

</TABLE>

<PAGE>


SAFE HARBOR STATEMENT

    The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Statements included in this Form 10-Q/A,
including Management's Discussion and Analysis of Financial Condition and
Results of Operations, which are not historical facts are forward-looking
statements, such as information relating to the effect 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, 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 and the variations thereon or comparable
terminology, or by discussions of strategy that involves risks or uncertainties.
These risks and uncertainties include, but are not limited to, uncertainties
relating to economic conditions, acquisitions and divestitures, 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 construct, expand and upgrade its networks,
reliance on vendors, technological developments, and changes in the competitive
environment in which the Company operates. Readers are cautioned that such
forward-looking statements are only predictions, that no assurance can be given
that any particular future results will be achieved, and that actual events or
results may differ materially. For further information regarding these risks and
uncertainties and their potential impact on the Company, see the prospectus and
most recent prospectus supplement filed under Registration Statement No.
333-78027, under the caption "Risk Factors." In evaluating such statements,
readers should specifically consider the various factors which could cause
actual events or results to differ materially from those indicated by such
forward-looking statements.

Purpose of this Amendment on Form 10-Q/A


    This Amendment on Form 10-Q/A is being filed to give effect to the
restatement of the Company's financial statements included in Part I, Item 1, as
discussed in Note 12 thereto.

    This Form 10-Q/A includes such restated financial statements and related
notes thereto for the three and nine months ended September 30, 2000, and other
information related to such restated financial statements. Except for Items 1
and 2 of Part I and Item 2 and Exhibit 27.01 of Part II, no other information
included in the original report on Form 10-Q, is amended by this Form 10-Q/A.


<PAGE>


                                                  PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


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

                                                                                     December 31,        September 30,
                                                                                         1999*               2000*
                                                                                    ----------------    ---------------
ASSETS

<S>                                                                                 <C>                 <C>
Property, plant and equipment - net                                                 $    3,961,704      $   5,182,950
Intangible assets - net                                                                 12,127,613         12,580,057
Cash and cash equivalents                                                                  186,874            146,286
Restricted cash                                                                                 --             66,652
U.S. government securities - pledged                                                        29,899                 --
Investments                                                                                280,874            279,197
Subscriber receivables - net                                                               194,399            250,023
Prepaid expenses and other assets - net                                                    328,675            532,943
Related party receivables - net                                                            178,577             19,783
                                                                                    ----------------    ---------------
          Total                                                                     $   17,288,615      $  19,057,891
                                                                                    ================    ===============

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

Subsidiary debt                                                                     $    6,513,813      $   7,582,178
Parent debt                                                                              2,777,919          3,423,233
Accounts payable                                                                           442,561            408,462
Subscriber advance payments and deposits                                                    57,651             54,556
Accrued interest and other liabilities                                                     495,564            602,724
Deferred income taxes                                                                    2,113,097          2,012,273
                                                                                    ----------------    ---------------
          Total liabilities                                                             12,400,605         14,083,426
                                                                                    ----------------    ---------------

Minority interests                                                                         736,497            666,301
                                                                                    ----------------    ---------------

Adelphia Business Solutions redeemable exchangeable preferred stock                        260,848            287,584
                                                                                    ----------------    ---------------

13% Series B cumulative redeemable exchangeable preferred stock                            148,363            148,492
                                                                                    ----------------    ---------------

Commitments and contingencies (Note 9)

Convertible preferred stock, common stock and other stockholders' equity:
8 1/8% Series C convertible preferred stock ($100,000 liquidation preference)                    1                 --
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,
  113,051,118 and 122,875,159 shares issued, respectively                                    1,131              1,228
Class B common stock, $.01 par value, 300,000,000 shares authorized,
  10,834,476 and 19,235,998 shares issued and outstanding, respectively                        108                192
Additional paid-in capital                                                               5,863,633          6,343,607
Accumulated deficit                                                                     (1,976,438)        (2,279,624)
Accumulated other comprehensive income (loss)                                                3,239            (43,943)
Treasury stock, at cost, 1,091,524 shares of Class A common stock and
  20,000 shares of 8 1/8% Series C convertible preferred stock, respectively              (149,401)          (149,401)
                                                                                    ----------------    ---------------
   Convertible preferred stock, common stock and
     other stockholders'  equity                                                         3,742,302          3,872,088
                                                                                    ----------------    ---------------
          Total                                                                     $   17,288,615      $  19,057,891
                                                                                    ================    ===============

<FN>
*As restated, see Note 12.

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


<PAGE>



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

                                                                  Three Months Ended              Nine Months Ended
                                                                    September 30,                   September 30,
                                                            ------------------------------- -------------------------------
                                                                 1999*           2000*           1999*           2000*
                                                            --------------- --------------- --------------- ---------------

<S>                                                          <C>             <C>             <C>                 <C>
Revenues                                                     $    232,305    $    727,858    $    652,695    $  2,104,702

Operating expenses:
  Direct operating and programming                                 79,623         269,605         219,553         770,972
  Selling, general and administrative                              75,303         177,907         186,030         518,298
  Depreciation and amortization                                    65,686         214,053         186,332         624,953
  Merger and integration costs                                         --              --              --           1,913
                                                            --------------- --------------- --------------- ---------------

          Total                                                   220,612         661,565         591,915       1,916,136
                                                            --------------- --------------- --------------- ---------------


Operating income                                                   11,693          66,293          60,780         188,566
                                                            --------------- --------------- --------------- ---------------

Other income (expense):
  Interest expense - net                                          (51,961)       (228,720)       (171,640)       (634,090)
  Equity in loss of Olympus and other joint ventures              (22,305)         (4,096)        (60,240)        (11,210)
  Equity in loss of Adelphia Business Solutions
     joint ventures                                                  (246)            381          (7,340)            (70)
  Minority interest in net losses of subsidiaries                  12,755          26,065          38,815          79,021
  Adelphia Business Solutions preferred stock dividends            (8,108)         (9,192)        (23,587)        (26,737)
  Priority investment income from Olympus                          12,000              --          36,000              --
  Gain on cable systems swap                                           --              --              --          37,552
  Other                                                                --             (96)          2,354            (283)
                                                            --------------- --------------- --------------- ---------------

          Total                                                   (57,865)       (215,658)       (185,638)       (555,817)
                                                            --------------- --------------- --------------- ---------------

Loss before income taxes and extraordinary loss                   (46,172)       (149,365)       (124,858)       (367,251)
Income tax benefit                                                  3,580          18,415           7,626          63,803
                                                            --------------- --------------- --------------- ---------------

Loss before extraordinary loss                                    (42,592)       (130,950)       (117,232)       (303,448)
Extraordinary loss on early retirement of debt                         --              --         (10,027)             --
                                                            --------------- --------------- --------------- ---------------

Net loss                                                          (42,592)       (130,950)       (127,259)       (303,448)
Dividend requirements applicable to preferred stock               (14,332)        (14,406)        (27,332)        (43,218)
                                                            --------------- --------------- --------------- ---------------

Net loss applicable to common stockholders                        (56,924)       (145,356)       (154,591)       (346,666)

Other comprehensive loss - unrealized loss on
    available-for-sale securities (net of income tax
    benefit of $10,163 and $26,242)                                    --         (19,607)             --         (47,182)
                                                            --------------- --------------- --------------- ---------------

Comprehensive loss                                           $    (56,924)   $   (164,963)   $   (154,591)   $   (393,848)
                                                            =============== =============== =============== ===============

Basic and diluted net loss per weighted average share of
  common stock before extraordinary loss                     $      (0.95)   $      (1.06)   $      (2.56)   $      (2.64)
Basic and diluted extraordinary loss on early retirement of
  debt per weighted average share of common stock                      --              --           (0.18)             --
                                                            --------------- --------------- --------------- ---------------
Basic and diluted net loss per weighted average share
  of common stock                                            $      (0.95)   $      (1.06)   $      (2.74)   $      (2.64)
                                                            =============== =============== =============== ===============

Weighted average shares of common  stock
  outstanding (in thousands)                                       60,163         137,510          56,329         131,220
                                                            =============== =============== =============== ===============

<FN>
*As restated, see Note 12.

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


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

<TABLE>
<CAPTION>
                                                                                            Nine Months Ended
                                                                                              September 30,
                                                                                    -----------------------------------
                                                                                          1999*               2000*
                                                                                    ----------------    ---------------

Cash flows from operating activities:
<S>                                                                                 <C>                 <C>
  Net loss                                                                          $     (127,259)     $    (303,448)
    Adjustments to reconcile net loss to net cash
      provided by operating activities:
        Depreciation and amortization                                                      186,332            624,953
        Noncash interest expense                                                            24,898            102,031
        Noncash dividends                                                                   23,587             26,737
        Equity in loss of Olympus and other joint ventures                                  60,240             11,210
        Equity in loss of Adelphia Business Solutions joint ventures                         7,340                 70
        Gain on cable systems swap and other                                                (2,354)           (37,552)
        Minority interest in losses of subsidiaries                                        (38,815)           (79,021)
        Extraordinary loss on early retirement of debt                                      10,027                 --
        Decrease in deferred income taxes                                                   (6,895)           (74,275)
        Changes in operating assets and liabilities, net of effect
          of acquisitions:
           Subscriber receivables                                                          (38,365)           (53,435)
           Prepaid expenses and other assets                                               (74,758)          (172,724)
           Accounts payable                                                                 (2,814)           (38,744)
           Subscriber advance payments and deposits                                            756             (2,295)
           Accrued interest and other liabilities                                            5,279             11,321
                                                                                    ----------------    ---------------
Net cash provided by operating activities                                                   27,199             14,828
                                                                                    ----------------    ---------------

Cash flows from investing activities:
  Acquisitions                                                                            (189,788)          (786,243)
  Expenditures for property, plant and equipment                                          (404,009)        (1,333,039)
  Adelphia Business Solutions' investments in joint ventures and other                     (27,421)           (10,375)
  Investments in other joint ventures                                                      (14,602)           (38,788)
  Sale of U.S. government securities - pledged                                              30,626             30,624
  Investments in restricted cash                                                                --            (66,652)
  Amounts (advanced to) received from related parties                                     (459,816)           108,701
  Other                                                                                    (22,100)             3,053
                                                                                    ----------------    ---------------
Net cash used for investing activities                                                  (1,087,110)        (2,092,719)
                                                                                    ----------------    ---------------

Cash flows from financing activities:
  Proceeds from debt                                                                     1,224,625          5,324,965
  Repayments of debt                                                                      (874,966)        (3,747,562)
  Costs associated with financings                                                         (20,416)           (30,344)
  Premium paid on early retirement of debt                                                  (7,413)                --
  Net proceeds from issuance of convertible preferred stock                                557,649                 --
  Net proceeds from issuance of Class A common stock                                       856,559                 --
  Net proceeds from issuance of Class B common stock                                            --            519,275
  Payments to acquire treasury stock                                                      (149,213)                --
  Preferred stock dividends paid                                                           (32,367)           (29,031)
                                                                                    ----------------    ---------------
Net cash provided by financing activities                                                1,554,458          2,037,303
                                                                                    ----------------    ---------------

Increase (decrease) in cash and cash equivalents                                           494,547            (40,588)

Cash and cash equivalents, beginning of period                                             398,644            186,874
                                                                                    ----------------    ---------------

Cash and cash equivalents, end of period                                            $      893,191      $     146,286
                                                                                    ================    ===============

<FN>
*As restated, see Note 12.

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


    The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles 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, 1999 Annual Report on Form 10-K/A-2 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, 1999 Annual Report on Form 10-K/A-2. 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, 1999

    On January 10, 2000, Adelphia Business Solutions, a majority-owned
subsidiary of Adelphia, entered into an agreement with Williams Communications,
Inc. ("Williams") to purchase an indefeasible right of use ("IRU") for a total
of 4,543 route miles of fiber in the western United States at a cost of
approximately $23,000.

    On January 21, 2000, Adelphia closed the previously announced direct
placement of 5,901,522 shares of Adelphia Class B common stock with Highland
2000, L.P., a limited partnership owned by the Rigas family. Adelphia used a
portion of the proceeds of approximately $375,000 from this direct placement to
repay borrowings under revolving credit facilities of its subsidiaries, which
may be reborrowed and used for general corporate purposes.

    During January 2000, Adelphia Business Solutions entered into an IRU
agreement with Level 3 Communications ("Level 3") for approximately 3,100
long-haul route miles throughout much of the western United States. In addition,
Adelphia Business Solutions entered into an agreement with Level 3 to acquire
access to approximately 750 miles of metro duct in the following central
business districts: Chicago, Cincinnati, Dallas, Denver, Detroit, Los Angeles,
Orlando, Phoenix, San Diego, San Francisco, San Jose and Seattle. The total cost
of the agreement is approximately $54,600.

    During April 2000, Adelphia Business Solutions was the successful bidder, in
the Federal Communications Commission ("FCC") auction, for 177 licenses in the
39 Ghz spectrum covering approximately 164,000,000 Points of Presence ("POPS").
Adelphia Business Solutions has deposited $15,000 of the total $77,605 purchase
price with the remaining balance paid during October 2000, when Adelphia
Business Solutions was granted the licenses.

<PAGE>

    On April 14, 2000, Adelphia closed on a $2,250,000 bank credit facility
through certain subsidiaries and affiliates of Adelphia. The credit facility
consists of a $1,500,000 8 3/4 year reducing revolving credit loan and a
$750,000 9 year term loan.

    On May 1, 2000, Adelphia and AT&T completed a swap of cable systems serving
approximately 13,000 basic subscribers. As a result of this transaction, the
Company recorded a gain of approximately $37,600.

    On May 3, 2000, Adelphia Business Solutions entered into a contract to build
an advanced information technology infrastructure and to provide communications
services to the Commonwealth of Pennsylvania state government. As part of the
contract, Adelphia Business Solutions was required to place approximately
$75,800 into a restricted account to be used for the completion of the
technology infrastructure. As of September 30, 2000, Adelphia Business Solutions
had used approximately $9,100 towards the completion of the infrastructure.

    In June 2000, Adelphia announced that it had entered into agreements
regarding the acquisition of cable systems, including GS Communications, Inc.,
which will add approximately 155,000 basic subscribers to its Virginia cluster
for an aggregate purchase price of $836,000. It is currently anticipated that
these transactions, which are subject to customary closing conditions and the
receipt of regulatory approvals, will close in the first quarter of 2001.

    On July 3, 2000, Adelphia closed the previously announced direct placement
of 2,500,000 shares of Adelphia Class B common stock with Highland 2000, L.P., a
limited partnership owned by the Rigas family. Adelphia used a portion of the
proceeds of approximately $145,000 from this direct placement to repay
borrowings under revolving credit facilities of its subsidiaries, which may be
reborrowed and used for general corporate purposes.

    In July 2000, Adelphia acquired Prestige Communications of NC, Inc. These
systems served approximately 118,250 subscribers in North Carolina, Virginia and
Maryland at the date of acquisition and were purchased for $700,000. The
acquisition was accounted for under the purchase method of accounting.
Accordingly, the financial results of the acquired systems have been included in
the consolidated results of Adelphia effective from the date acquired.

    During July 2000, Adelphia Business Solutions consummated a purchase
agreement with a subsidiary of Allegheny Energy, Inc. ("Allegheny") to acquire
interests in a jointly owned network located in State College, Pennsylvania.
Consideration paid to Allegheny was 330,000 shares of Adelphia Business
Solutions' Class A common stock. The purchase increased Adelphia Business
Solutions' ownership in this network to 100%. The acquisition was accounted for
under the purchase method of accounting. Accordingly, the financial results of
the acquired network have been included in the consolidated results of Adelphia
Business Solutions effective from the date acquired.

    On August 2, 2000, 80,000 shares of Series C convertible preferred stock
held by Highland Holdings, a general partnership owned by the Rigas family, were
converted into 9,433,962 shares of Adelphia Class A common stock.

    On September 20, 2000, Adelphia completed an offering of $750,000 of 10 7/8%
senior notes due 2010. Net proceeds from this offering, after deducting offering
expenses, were approximately $733,100. Adelphia used the proceeds to repay
borrowings under revolving credit facilities of its subsidiaries, which may be
reborrowed and used for general corporate purposes, including acquisitions,
capital expenditures and investments. The terms of these notes are similar to
those of Adelphia's existing publicly held senior debt.

<PAGE>

    On September 28, 2000, Adelphia closed on a $500,000 9 1/4 year term loan
through certain subsidiaries and affiliates of Adelphia. This term loan is an
additional part of the credit facility closed on April 14, 2000. This brings the
total amount of that bank facility to $2,750,000.

    In November 2000, Adelphia acquired cable systems in the Cleveland, Ohio
area from Cablevision Systems Corp. These systems served approximately 310,000
subscribers at the date of acquisition. In connection with the acquisition,
Adelphia issued 10,800,000 shares of its Class A common stock and paid cash of
approximately $990,000. The acquisition was accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
will be included in the consolidated results of Adelphia effective from the date
acquired.

    In addition to the acquisitions mentioned above, prior to November 14, 2000,
Adelphia completed certain other cable system acquisitions. These acquisitions
served approximately 54,250 basic subscribers at the date of acquisitions
primarily in California, Colorado, New York and Maine and were purchased for an
aggregate price of approximately $172,347, comprised of Adelphia Class A common
stock and cash. These acquisitions will be accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
will be included in the consolidated results of Adelphia effective from the date
acquired.


    Adelphia completed several significant acquisitions during the quarter ended
December 31, 1999. Reference is made to Note 1 to the consolidated financial
statements contained in the Annual Report on Form 10-K/A-2 for the year ended
December 31, 1999 for additional information regarding these acquisitions.


    The following unaudited pro forma financial information assumes that the
acquisitions that were consummated during the quarter ended December 31, 1999
had occurred on January 1, 1999.



                                                 Three Months       Nine Months
                                                     Ended             Ended
                                                 September 30,     September 30,
                                                     1999               1999
                                                 -------------------------------

    Revenues                                         $ 633,016      $ 1,833,874
    Loss before extraordinary loss                    (128,214)        (309,069)
    Net loss                                          (142,546)        (346,374)
    Basic and diluted net loss per weighted average
      share of common stock                              (1.22)           (3.06)


    The above financial information excludes the gain on the sale of
discontinued operations of Centennial Cellular and the Australian operations of
Arahova Communications, Inc., of approximately $314,000 recognized by the
acquired business and merger costs associated with the acquisitions of
approximately $184,000 during the nine months ended September 30, 1999.

<PAGE>

3.  Debt

    Debt is summarized as follows:

    Subsidiary Debt:
<TABLE>
<CAPTION>
                                                                                    December 31,      September 30,
                                                                                        1999              2000
                                                                                   ---------------  ----------------
<S>                                                                                 <C>              <C>
            Notes to banks and institutions                                         $  3,088,477     $   4,181,253
            13% Senior Discount Notes of Adelphia Business
              Solutions due 2003                                                         253,860           281,764
            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                                     203,537           203,149
            11% Senior Subordinated Notes of FrontierVision Due 2006                     212,541           211,165
            11 7/8% Senior Discount Notes Series A of
              FrontierVision due 2007                                                    205,979           222,498
            11 7/8% Senior Discount Notes Series B of
             FrontierVision due 2007                                                      78,522            83,105
            9 1/2% Senior Notes of Arahova due 2000                                      148,773                --
            9 3/4% Senior Notes of Arahova due 2002                                      201,172           201,218
            Zero Coupon Senior Discount Notes of Arahova due 2003                        318,234           345,334
            9 1/2% Senior Notes of Arahova due 2005                                      250,852           251,010
            8 7/8% Senior Notes of Arahova due 2007                                      242,542           243,544
            8 3/4% Senior Notes of Arahova due 2007                                      216,105           217,152
            8 3/8% Senior Notes of Arahova due 2007                                       94,106            94,744
            8 3/8% Senior Notes of Arahova due 2017                                       94,048            94,336
            Senior Discount Notes of Arahova due 2008                                    267,105           288,405
            Other subsidiary debt                                                         87,960           113,501
                                                                                   ---------------------------------

                Total subsidiary debt                                               $  6,513,813     $   7,582,178
                                                                                   =================================
</TABLE>


    The following information updates to September 30, 2000, unless otherwise
noted, certain disclosures included in Note 3 to Adelphia's consolidated
financial statements contained in the Annual Report on Form 10-K/A-2 for the
year ended December 31, 1999.



    Weighted average interest rate payable by subsidiaries
       under credit agreements with banks and institutions         8.45%
    Percentage of total indebtedness that bears interest at
       fixed rates for at least one year                           68.9%

<PAGE>

<TABLE>
<CAPTION>

    Parent Debt:

                                                                               December 31,       September 30,
                                                                                   1999                2000
                                                                             -----------------   -----------------
<S>                                                                          <C>                 <C>
           10 1/4% Senior Notes due 2000                                     $        99,872     $            --
            9 1/4% Senior Notes due 2002                                             325,000             325,000
            8 1/8% Senior Notes due 2003                                             149,419             149,537
           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                                             347,791             347,975
            8 3/8% Senior Notes due 2008                                             299,259             299,308
            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                                             496,020             496,352
           10 7/8% Senior Notes due 2010                                                  --             744,323
            9 7/8% Senior Debentures due 2005                                        128,711             128,891
            9 1/2% Pay-In-Kind Notes due 2004                                         31,847              31,847
                                                                             -----------------   -----------------
                     Total parent debt                                       $     2,777,919     $     3,423,233
                                                                             =================   =================
</TABLE>


4.  Investments
<TABLE>
<CAPTION>
      Adelphia's nonconsolidated investments are as follows:
                                                                                December 31,      September 30,
                                                                                    1999              2000
                                                                             ----------------- ------------------
      Investments accounted for using the equity method:
      Gross investment:
<S>                                                                           <C>               <C>
        Adelphia Business Solutions' joint ventures                           $       61,400    $        64,300
        Mobile communications                                                         19,865             21,868
        Media venture                                                                  8,408             16,508
        Other                                                                          3,649              3,157
                                                                             ----------------- ------------------
           Total                                                                      93,322            105,833
                                                                             ----------------- ------------------

      Investments accounted for using the cost method:
      Niagara Frontier Hockey, L.P.                                                   47,533                 --
      Benbow PCS Ventures, Inc.                                                       17,192                 --
      Convertible preferred stock                                                     87,433             94,200
      Interactive ventures                                                                --             16,350
      Other                                                                           12,972             15,508
                                                                             ----------------- ------------------
           Total                                                                     165,130            126,058
                                                                             ----------------- ------------------

      Investments accounted for as available-for-sale securities:
      Common stock warrants                                                           49,890             69,510
      Common stock                                                                        --             14,133
                                                                             ----------------- ------------------
           Total                                                                      49,890             83,643
                                                                             ----------------- ------------------

      Total investments before cumulative equity in net losses                       308,342            315,534
      Cumulative equity in net losses                                                (27,468)           (36,337)
                                                                             ----------------- ------------------
      Total investments                                                       $      280,874    $       279,197
                                                                             ================= ==================
</TABLE>

<PAGE>

    In July 2000, certain members of the Rigas family closed on their agreement
to acquire all the voting interests of Niagara Frontier Hockey, L.P. ("NFHLP").
In conjunction with the closing of this agreement Adelphia's Capital Funding
Notes of NFHLP were converted to a $46,500, 10% partially subordinated note due
in July 2010. Concurrently with the recapitalization of NFHLP, Adelphia also
purchased a $30,000, 10% fully subordinated note due July 2010. Both notes pay
interest quarterly with principal due at maturity.

5.  Related Party Receivables - Net

    Related party receivables - net represent advances to and management fees
and other fees from managed partnerships, the Rigas family and Rigas family
controlled 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 dilutive effect on earnings per share in
future periods.


7.  Supplemental Financial Information

    Cash payments for interest were $231,403 and $575,937 for the nine months
ended September 30, 1999 and 2000, respectively. Accumulated depreciation of
property, plant and equipment amounted to $1,137,284 and $1,473,210 at December
31, 1999 and September 30, 2000, respectively. Accumulated amortization of
intangible assets amounted to $617,235 and $811,834 at December 31, 1999 and
September 30, 2000, respectively. Interest expense - net includes interest
income of $30,725 and $4,379 for the three months ended September 30, 1999 and
2000 and $78,842 and $15,171 for the nine months ended September 30, 1999 and
2000, respectively. Interest income includes interest income from affiliates on
long-term loans and for reimbursement of interest expense on revolving credit
agreements related to short-term borrowings by such affiliates.


8.  Income Taxes

    Income tax benefit for the three and nine months ended September 30, 1999
and 2000 was substantially comprised of deferred tax.

9.  Commitments and Contingencies

    Reference is made to Note 1 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>

10. Recent Accounting Pronouncements

    Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended by SFAS 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133", and SFAS 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities" is effective for the
Company as of January 1, 2001. SFAS No. 133, as amended, establishes accounting
and reporting standards requiring that every derivative instrument be recorded
in the balance sheet as either an asset or liability measured at its fair value
with changes in fair value reflected in the statement of operations. In
conjunction with preparing for the implementation of this standard, the Company
has determined that its derivative instruments are primarily in the form of
interest rate protection instruments such as interest rate swaps, caps and
collars and common stock purchase warrants. The Company does not expect adoption
of this statement to have a significant effect on its consolidated results of
operations or financial position.


11.  Business Segment Information

    Refer to Part I, Item 2, Business Segment Information, of this Quarterly
Report on Form 10-Q/A for information regarding business segments as of December
31, 1999 and September 30, 2000 and for the three and nine months ended
September 30, 1999 and 2000.

12. Restatement:

     Subsequent to the issuance of the Company's condensed consolidated
financial statements as of and for the three and nine months ended September 30,
2000, management determined that the cable systems swap consummated on April, 1
1998 between Time Warner Entertainment and the Company, originally accounted for
as an exchange of similar productive assets in accordance with Accounting
Principles Board Opinion No. 29 "Accounting for Non-Monetary Transactions,"
should have been recorded as a business combination in accordance with
Accounting Principles Board Opinion No. 16 "Business Combinations." As a result,
the condensed consolidated financial statements as of December 31, 1999 and
September 30, 2000 and for the three and nine months ended September 30, 1999
and 2000 have been restated from amounts previously reported to recognize a gain
of $21,455 and to adjust property, plant and equipment and intangible assets in
the net amount of $21,455 as of April 1, 1998.


<PAGE>

<TABLE>
<CAPTION>

    A summary of the significant effects of the restatement is as follows:

                                                    December 31, 1999                September 30, 2000
                                             --------------------------------  -------------------------------
                                              As Previously                      As Previously
                                                Reported       As Restated        Reported      As Restated
                                             ---------------  ---------------  --------------- ---------------

<S>                                          <C>              <C>              <C>             <C>
Property, plant and equipment - net          $   3,972,329        3,961,704    $   5,193,094   $   5,182,950
Intangible assets - net                         12,095,873       12,127,613       12,548,939      12,580,257
Accumulated deficit                             (1,997,553)      (1,976,438)      (2,300,598)     (2,279,624)
</TABLE>

<TABLE>
<CAPTION>

                                                      Three Months Ended             Three Months Ended
                                                      September 30, 1999             September 30, 2000
                                                ------------------------------- ------------------------------
                                                 As Previously                   As Previously
                                                   Reported      As Restated       Reported     As Restated
                                                --------------- --------------- ------------------------------

<S>                                             <C>             <C>                   <C>       <C>
Depreciation and amortization                   $      65,639   $      65,686   $     214,006   $    214,053
Loss before extraordinary loss                        (42,545)        (42,592)       (130,903)      (130,950)
Net loss                                              (42,545)        (42,592)       (130,903)      (130,950)
Net loss applicable to common stockholders            (56,877)        (56,924)       (145,309)      (145,356)
Basic and diluted net loss per weighted
 average share of common stock                          (0.95)          (0.95)          (1.06)         (1.06)
</TABLE>

<TABLE>
<CAPTION>

                                                      Nine Months Ended               Nine Months Ended
                                                      September 30, 1999             September 30, 2000
                                                ------------------------------- ------------------------------
                                                 As Previously                   As Previously
                                                   Reported      As Restated       Reported     As Restated
                                                --------------- --------------- ------------------------------

<S>                                             <C>             <C>             <C>             <C>
Depreciation and amortization                   $     186,190   $     186,332   $     624,812   $    624,953
Loss before extraordinary loss                       (117,090)       (117,232)       (303,307)      (303,448)
Net loss                                             (127,117)       (127,259)       (303,307)      (303,448)
Net loss applicable to common stockholders           (154,449)       (154,591)       (346,525)      (346,666)
Basic and diluted net loss per weighted
 average share of common stock                          (2.74)          (2.74)          (2.64)         (2.64)
</TABLE>


<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.


         As discussed in Note 12 to the condensed consolidated financial
statements, subsequent to the issuance of the Company's financial statements as
of and for the three and nine months ended September 30, 2000, management
determined that the cable systems swap consummated on April 1, 1998 between Time
Warner Entertainment and the Company, originally accounted for as an exchange of
similar productive assets in accordance with Accounting Principles Board Opinion
No. 29 "Accounting for Non-Monetary Transactions," should have been recorded as
a business combination in accordance with Accounting Principles Board Opinion
No. 16 "Business Combinations". The accompanying MD&A has been revised to
reflect the effects of the restatement of the condensed consolidated financial
statements as of December 31, 1999 and September 30, 2000 and for the three and
nine months ended September 30, 1999 and 2000.


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, 1999
and September 30, 2000, and the other data for the three and nine months ended
September 30, 1999 and 2000, 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, 2000.

<PAGE>

Business Segment Information

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

<TABLE>
<CAPTION>


Balance Sheet Data                                                     December 31,      September 30,
                                                                          1999*              2000*
                                                                     ----------------- ------------------

Adelphia Consolidated
<S>                                                                   <C>               <C>
  Total assets                                                        $   17,288,615    $    19,057,891
  Total debt                                                               9,291,732         11,005,411
  Cash and cash equivalents                                                  186,874            146,286
  Restricted cash                                                                 --             66,652
  Investments (a)                                                            308,342            315,534
  Redeemable preferred stock                                                 409,211            436,076
  Convertible preferred stock  (liquidation preference)                      675,000            575,000

Adelphia Business Solutions
  Total assets (b)                                                    $    1,171,074    $     1,726,368
  Total debt                                                                 845,178          1,236,365
  Cash and cash equivalents                                                    2,133              2,466
  Restricted cash                                                                 --             66,652
  Investments (a)                                                             61,400             66,800
  Redeemable preferred stock                                                 260,848            287,584

Adelphia, excluding Adelphia Business Solutions
  Total assets                                                        $   16,117,541    $    17,331,523
  Total debt                                                               8,446,554          9,769,046
  Cash and cash equivalents                                                  184,741            143,820
  Investments (a)                                                            246,942            248,734
  Redeemable preferred stock                                                 148,363            148,492
  Convertible preferred stock  (liquidation preference)                      675,000            575,000

<FN>
*As restated, see Note 12 of the Condensed Consolidated Financial Statements presented at Item 1.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


Other Data:                                                  Three Months Ended          Nine Months Ended
                                                                September 30,              September 30,
                                                          -------------------------- ---------------------------
                                                             1999*        2000*         1999*         2000*
                                                          -------------------------- ---------------------------
Adelphia Consolidated

<S>                                                        <C>          <C>           <C>          <C>
  Revenues                                                 $  232,305   $  727,858    $  652,695   $ 2,104,702
  Priority investment income from Olympus                      12,000           --        36,000            --
  Operating expenses (c)                                      154,926      447,512       405,583     1,289,270
  Depreciation and amortization expense                        65,686      214,053       186,332       624,953
  Operating income                                             11,693       66,293        60,780       188,566
  Interest expense - net                                      (51,961)    (228,720)     (171,640)     (634,090)
  Preferred stock dividends                                   (22,440)     (23,598)      (50,919)      (69,955)
  Capital expenditures                                        177,223      587,571       404,009     1,333,039
  Cash paid for acquisitions                                    7,523      766,071       189,788       786,243
  Cash used for investments                                     9,596       21,630        42,023        49,163

Adelphia Business Solutions
  Revenues                                                 $   43,347   $   93,551    $   99,000   $   243,066
  Operating expenses (c)                                       55,834      118,098       129,655       315,685
  Depreciation and amortization expense                        18,168       27,103        45,289        73,230
  Operating loss                                              (30,655)     (51,650)      (75,944)     (145,849)
  Interest expense - net (d)                                  (14,842)     (15,501)      (29,795)      (35,989)
  Preferred stock dividends                                    (8,108)      (9,192)      (23,587)      (26,737)
  Capital expenditures                                        100,587      188,101       232,418       479,001
  Cash paid for acquisitions                                    2,850           --       129,118            --
  Cash used for investments                                     2,749        3,250        27,421        10,375

Adelphia, excluding Adelphia Business Solutions
  Revenues                                                 $  188,958   $  634,307    $  553,695   $ 1,861,636
  Priority investment income from Olympus                      12,000           --        36,000            --
  Operating expenses (c)                                       99,092      329,414       275,928       973,585
  Depreciation and amortization expense                        47,518      186,950       141,043       551,723
  Operating income                                             42,348      117,943       136,724       334,415
  Interest expense - net (e)                                  (37,119)    (213,219)     (141,845)     (598,101)
  Preferred stock dividends                                   (14,332)     (14,406)      (27,332)      (43,218)
  Capital expenditures                                         76,636      399,470       171,591       854,038
  Cash paid for acquisitions                                    4,673      766,071        60,670       786,243
  Cash used for investments                                     6,847       18,380        14,602        38,788

<FN>
*As restated, see Note 12 of the Condensed Consolidated Financial Statements presented at Item 1.

(a)    Represents total investments before cumulative equity in net losses.
(b)    Amounts exclude receivables from Adelphia of $392,629 as of December 31, 1999.
(c)    Amounts exclude depreciation, amortization and merger and integration costs.
(d)    Amounts include interest income from Adelphia of $1,336, $0, $6,943 and $6,282 for the respective periods.
(e)    Amounts include interest expense to Adelphia Business Solutions of $1,336, $0, $6,943 and $6,282 for the respective periods.
</FN>
</TABLE>


<PAGE>

Three and Nine Months Ended September 30, 2000

    Adelphia earned substantially all of its revenues in the three and nine
months ended September 30, 1999 and 2000 from monthly subscriber fees for basic,
satellite, 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, 2000 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, 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.


    Adelphia completed numerous acquisitions during the year ended December 31,
1999. The Company completed the acquisition of Olympus Communications, L.P.
("Olympus") partnerships interests held by FPL Group, Inc. and the acquisitions
of FrontierVision Partners, L.P. ("FrontierVision"), Harron Communication Corp.,
and Arahova Communications, Inc. ("Arahova") (formerly Century Communications
Corp.). These acquisitions occurred on October 1, 1999. Reference is made to
Note 1 of the consolidated financial statements contained in Adelphia's Annual
Report on Form 10-K/A-2 for the year ended December 31, 1999 for additional
information regarding these acquisitions.


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

<TABLE>
<CAPTION>

                                                                          September 30,                Percent
                                                                 --------------------------------     Increase/
                                                                     1999              2000            Decrease
                                                                 --------------   ---------------  ----------------
       Homes Passed by Cable
<S>                                                                 <C>               <C>                <C>
       Company Owned Systems                                        3,242,062         8,035,617          147.9%
       Managed Systems                                                179,210           261,254           45.8%
                                                                 --------------   ---------------
       Total Systems                                                3,421,272         8,296,871          142.5%
                                                                 ==============   ===============

       Basic Subscribers
       Company Owned Systems                                        2,283,806         5,190,507          127.3%
       Managed Systems                                                134,697           193,316           43.5%
                                                                 --------------   ---------------
       Total Systems                                                2,418,503         5,383,823          122.6%
                                                                 ==============   ===============
</TABLE>

    Data for the Olympus systems (which became wholly owned and consolidated on
October 1, 1999) is included under Company Owned Systems for all periods
presented.

<PAGE>

    The following table is derived from Adelphia's Condensed Consolidated
Statements of Operations that are included in this Form 10-Q/A 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,
                                                                -----------------------   ----------------------
                                                                   1999         2000         1999        2000
                                                                ----------   ----------   ----------  ----------
<S>                                                              <C>          <C>         <C>          <C>
             Revenues                                            100.0%       100.0%      100.0%       100.0%

             Operating expenses:
               Direct operating and programming                   34.3%        37.0%       33.6%        36.6%
               Selling, general and administrative                32.4%        24.4%       28.5%        24.6%
               Depreciation and amortization                      28.3%        29.4%       28.5%        29.7%
               Merger and integration costs                         -            -           -            .1%
                                                                ----------   ----------   ----------  ----------
             Operating income                                      5.0%         9.2%        9.4%         9.0%
                                                                ==========   ==========   ==========  ==========
</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,
                                                                                   -------------------------
                                                                                       1999         2000
                                                                                   ------------   ----------
<S>                                                                                     <C>          <C>
             Cable service and equipment                                                80%          77%
             Premium programming                                                        10%           9%
             Advertising sales and other services                                       10%          14%
</TABLE>


    Revenues increased approximately 235.7% and 236.2% for the three and nine
months ended September 30, 2000, respectively, compared with the same periods of
the prior year. The increases are attributable to the following:

<TABLE>
<CAPTION>
                                                                         Three Months         Nine Months
                                                                              Ended              Ended
                                                                          September 30,       September 30,
                                                                               2000              2000
                                                                         ----------------- ------------------
<S>                                                                             <C>               <C>
             Acquisitions                                                       96%               94%
             Basic subscriber growth                                             1%                1%
             Cable rate increases                                                -                 6%
             Premium programming                                                (1%)              (6%)
             Advertising sales and other services                                4%                5%
</TABLE>

    During the previous twelve months, rate increases related to cable services
were implemented in the majority of the Company's systems. Advertising revenues
and revenues derived from other strategic service offerings such as high-speed
data services, long distance services and paging also had a positive impact on
revenues for the three and nine months ended September 30, 2000.

<PAGE>

Direct Operating and Programming Expenses

    Direct operating and programming expenses, which are mainly basic and
premium programming costs and technical expenses, increased 243.0% and 251.3% to
$218,712 and $644,686 for the three and nine months ended September 30, 2000,
respectively, from $63,761 and $183,516 for the same periods of 1999.
Acquisitions accounted for substantially all of the increase for the three
months ended September 30, 2000, while being partially offset by operational
efficiencies recognized in connection with the 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 213.3% and 255.9% to $110,702 and $328,899 for the three
and nine months ended September 30, 2000, respectively, from $35,331 and $92,412
for the same periods of 1999. Acquisitions, subscriber growth and new services
accounted for substantially all of the increase for the three and nine months
ended September 30, 2000, respectively.


Depreciation and Amortization

    Depreciation and amortization increased 293.4% and 291.2% to $186,950 and
$551,723 for the three and nine months ended September 30, 2000, respectively,
from $47,518 and $141,043 for the same periods of 1999. Acquisitions accounted
for substantially all of the increase for the three and nine months ended
September 30, 2000.


Priority Investment Income

    Priority investment income is comprised of payments received from Olympus of
accrued priority return on the Company's investment in 16.5% preferred limited
partner ("PLP") interests in Olympus prior to the consolidation of Olympus
effective October 1, 1999.

Interest Expense - Net

    Interest expense - net increased 474.4% and 321.7% to $213,219 and $598,101
for the three and nine months ended September 30, 2000, respectively, from
$37,119 and $141,845 for the same periods of 1999. Acquisitions accounted for
72.0% and 84.5% of the increase for the three and nine months ended September
30, 2000, respectively. The remaining increase was primarily due to an increase
in average debt outstanding and higher interest rates.

Equity in Loss of Olympus and Other Joint Ventures

    The equity in loss of Olympus and other joint ventures represents primarily
(i) the Company's pro-rata share of Olympus' losses and the accretion
requirements of Olympus' PLP interests, and (ii) Adelphia's pro-rata share of
its less than majority owned partnerships' operating losses. Equity in loss of
joint ventures decreased in the three months ended September 30, 2000, compared
to the same period in 1999, primarily due to the consolidation of Olympus
effective October 1, 1999.

Preferred Stock Dividends

    Preferred stock dividends increased 0.5% and 58.1% to $14,406 and $43,218
for the three and nine months ended September 30, 2000, respectively, from
$14,332 and $27,332 for the same periods of 1999. The increase for the nine
months ended September 30, 2000 is due to the dividends on the Series D
convertible preferred stock issued in April 1999.

<PAGE>

Minority Interest in Net Losses of Subsidiaries

    Minority interest in net losses of subsidiaries increased 104.4% and 103.6%
to $26,065 and $79,021 for the three and nine months ended September 30, 2000,
respectively, from $12,755 and $38,815 for the same periods for 1999. The
increase was primarily due to increased net losses of less than wholly-owned
subsidiaries attributable to minority interests, offset partially by net income
of certain less than wholly-owned subsidiaries of the Acquisitions.


Gain on Cable Systems Swap

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


CLEC Segment

Revenues

    Revenues increased 115.8% and 145.5% to $93,551 and $243,066 for the three
and nine months ended September 30, 2000, respectively, from $43,347 and $99,000
for the same periods in the prior year.

<TABLE>
<CAPTION>
                                                                   Three Months       Nine Months
                                                                      Ended              Ended
                                                                  September 30,      September 30,
                                                                       2000               2000
                                                                --------------------------------------

               The change is attributable to the following:

<S>                                                              <C>                <C>
               Growth in original markets                        $         34,089   $         86,377
               Acquisition of local partner interests                       1,604             18,885
               Expansion markets                                           14,833             39,421
               Management fees                                               (322)              (617)
</TABLE>

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

<TABLE>
<CAPTION>
                                                             Three Months             Nine Months
                                                                Ended                    Ended
                                                            September 30,            September 30,
                                                       --------------------------------------------------
                                                          1999         2000         1999        2000
                                                       ------------ -------------------------------------

<S>                                                          <C>          <C>          <C>         <C>
               Voice services                                69.6%        71.4%        68.0%       73.3%
               Data and dedicated access services            24.7%        18.4%        25.8%       18.7%
               Management fees                                2.8%         1.0%         3.9%        1.3%
               Other                                          2.9%         9.2%         2.3%        6.7%
</TABLE>

<PAGE>

Direct Operating and Programming

    Direct operating and programming increased 220.8% and 250.4% to $50,893 and
$126,286 for the three and nine months ended September 30, 2000, respectively,
from $15,862 and $36,037 for the same periods in the prior year.

<TABLE>
<CAPTION>
                                                                       Three Months      Nine Months
                                                                          Ended             Ended
                                                                      September 30,     September 30,
                                                                           2000              2000
                                                                     ----------------- -----------------

               The change is attributable to the following:

<S>                                                                   <C>               <C>
               Growth in original markets                             $       12,933    $       28,207
               Acquisition of local partner interests                            411             7,909
               Expansion markets                                              21,262            52,003
               Network Operations Control Center ("NOCC")                        425             2,130
</TABLE>

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

Selling, General and Administrative Expenses

    Selling, general and administrative expenses increased 68.1% and 102.3% to
$67,205 and $189,399 for the three and nine months ended September 30, 2000,
respectively, from $39,972 and $93,618 for the same periods in the prior year,
primarily reflecting expansion of the original and expansion markets and the
acquisition of local partner interests.

<TABLE>
<CAPTION>
                                                                       Three Months      Nine Months
                                                                          Ended             Ended
                                                                      September 30,     September 30,
                                                                           2000              2000
                                                                     ----------------- -----------------

               The change is attributable to the following:

<S>                                                                   <C>               <C>
               Growth in original markets                             $        9,110    $       26,003
               Acquisition of local partner interests                            374             8,264
               Expansion markets                                              13,178            34,349
               Sales and marketing activities                                   (974)            3,268
               Corporate overhead charges                                      6,887            17,034
               Bell Atlantic settlement charges                                   --             6,981
               Non-cash stock compensation                                    (1,342)             (118)
</TABLE>

Depreciation and Amortization

    Depreciation and amortization expense increased 49.2% and 61.7% to $27,103
and $73,230 during the three and nine months ended September 30, 2000,
respectively, from $18,168 and $45,289 for the same periods in the prior year
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 4.4% and 20.8% to $15,501 and $35,989
during the three and nine months ended September 30, 2000, respectively, from
$14,842 and $29,795 for the same period in the prior year. The increase was
primarily attributable to a decrease in interest income.

Equity in Net (Loss) Income of Joint Ventures

    Equity in net (loss) income of joint ventures was equity in net income of
$381 and equity in net loss of $70 during the three and nine months ended
September 30, 2000, respectively, compared to equity in net loss of $246 and
$7,340 for the same periods in the prior year as a result of the consolidation
of several joint ventures resulting from the purchase of the local partners'
interests, and the maturing of the remaining joint venture networks.

    The number of joint ventures paying management fees to Adelphia Business
Solutions decreased from four at September 30, 1999 to three at September 30,
2000 due to Adelphia Business Solutions' increased ownership in the State
College Network. These non-consolidated joint ventures paid management and
monitoring fees to Adelphia Business Solutions, which are included in revenues,
aggregating approximately $893 and $3,129 for the three and nine months ended
September 30, 2000, as compared with $1,215 and $3,824 for the same periods in
the prior fiscal year. The nonconsolidated joint ventures for the three months
ended September 30, 1999 and 2000 had net losses of approximately $831 and a net
income of $551, respectively, and for the nine months ended September 30, 1999
and 2000 aggregated a net loss of approximately $4,660 and a net income of $313,
respectively.

Adelphia Business Solutions' Preferred Stock Dividends

    Preferred stock dividends increased by 13% to $9,192 and $26,737 for the
three and nine months ended September 30, 2000 from $8,108 and $23,587 for the
same periods in the prior year. 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

    The cable television and other telecommunication businesses are capital
intensive and typically require continual financing for the construction,
modernization, maintenance, expansion and acquisition of cable and other
telecommunication systems. The Company historically has committed significant
capital resources for these purposes and for investments in affiliates and other
entities. These expenditures were funded through long-term borrowings, the sale
of common and preferred stock and, to a lesser extent, internally generated
funds. The Company's ability to generate cash to meet its future needs will
depend generally on its results of operations and the continued availability of
external financing.

    For the nine months ended September 30, 1999 and September 30, 2000, cash
provided by operating activities totaled $27,199 and $14,828, respectively; cash
used for investing activities totaled $1,087,110 and $2,092,719, respectively;
and cash provided by financing activities totaled $1,554,458 and $2,037,303,
respectively. See Note 1 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, 1999, which is incorporated by
reference herein.

<PAGE>

Capital Expenditures

       Cable and Other Segment

    Capital expenditures for the nine months ended September 30, 1999 and 2000
were $171,591 and $854,038, respectively. This increase was primarily due to
acquisitions and cable plant rebuilds and upgrades to expand services. The
Company expects that capital expenditures for the Cable and Other Segment for
the year ending December 31, 2000 will be in a range of approximately $1,150,000
to $1,300,000.

       CLEC Segment

    Capital expenditures for the nine months ended September 30, 1999 and 2000
were $232,418 and $479,001, respectively. This increase was primarily due to
expenditures necessary to develop its markets, as well as the fiber purchases to
interconnect the networks. Adelphia Business Solutions estimates that a total of
approximately $175,000 will be required to fund Adelphia Business Solutions
capital expenditures, working capital requirements, operating losses and pro
rata investments in the joint ventures during the fourth quarter of the year
ending December 31, 2000.

Acquisitions

    In July 2000, Adelphia acquired Prestige Communications of NC, Inc. These
systems served approximately 118,250 subscribers in North Carolina, Virginia and
Maryland at the date of acquisition and were purchased for approximately
$700,000. The acquisition was accounted for under the purchase method of
accounting. Accordingly, the financial results of the acquired systems have been
included in the consolidated results of Adelphia effective from the date
acquired.

    During July 2000, Adelphia Business Solutions consummated a purchase
agreement with a subsidiary for Allegheny Energy, Inc. ("Allegheny") to acquire
interests in a jointly owned network located in State College, Pennsylvania.
Consideration paid to Allegheny was 330,000 shares of Adelphia Business
Solutions' Class A common stock. The purchase increased Adelphia Business
Solutions' ownership in this network to 100%. The acquisition will be accounted
for under the purchase method of accounting. Accordingly, the financial results
of the acquired network have been included in the consolidated results of
Adelphia Business Solutions effective from the date acquired.

    In November 2000, Adelphia acquired cable systems in the Cleveland, Ohio
area from Cablevision Systems Corp. These systems served approximately 310,000
subscribers at the date of acquisition. In connection with the acquisition,
Adelphia issued 10,800,000 shares of its Class A common stock and paid cash of
approximately $990,000. The acquisition was accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
will be included in the consolidated results of Adelphia effective from the date
acquired.

    In addition to the acquisitions mentioned above, prior to November 14, 2000,
Adelphia completed certain other cable system acquisitions. These acquisitions
served approximately 54,250 basic subscribers at the date of acquisitions
primarily in California, Colorado, New York and Maine and were purchased for an
aggregate price of approximately $172,347, comprised for Adelphia Class A common
stock and cash. These acquisitions will be accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
will be included in the consolidated results of Adelphia effective from the date
acquired.

Financing Activities

    The Company's financing strategy has been to maintain its public long-term
debt at the parent holding company level while the Company's consolidated
subsidiaries have their own senior and subordinated credit arrangements with
banks and insurance companies or, for Adelphia Business Solutions, Olympus,
FrontierVision and Arahova, their own public debt and/or equity. The Company
generally has funded its acquisitions, working capital requirements, capital
expenditures and investments in affiliates and other entities through long-term
borrowings, primarily from banks and insurance companies, 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 insurance companies by refinancing the
principal with new loans or through the issuance of parent and subsidiary
company debt or equity securities, and by paying the interest out of internally
generated funds. Adelphia has funded the interest obligations on its public
borrowings from internally generated funds.

<PAGE>

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

    At September 30, 2000, the Company's total outstanding debt aggregated
$11,005,411, which included $3,423,233 of parent debt, $1,236,365 of Adelphia
Business Solutions debt, $203,149 of Olympus public debt, $516,768 of
FrontierVision public debt, $1,735,743 of Arahova public debt and $3,890,153 of
other subsidiary debt. The Company also had total redeemable preferred stock of
$436,076 outstanding as of September 30, 2000. As of September 30, 2000,
Adelphia's subsidiaries had an aggregate of $1,951,430 in unused credit lines
and cash and cash equivalents, which includes $1,440,000 also available to
affiliates, part of which is subject to achieving certain levels of operating
performance.

    On April 14, 2000, Adelphia closed on a $2,250,000 bank credit facility
through certain subsidiaries and affiliates of Adelphia. The credit facility
consists of a $1,500,000 8 3/4 year reducing revolving credit loan and a
$750,000 9 year term loan.

    On September 20, 2000, Adelphia completed an offering of $750,000 of 10 7/8%
senior notes due 2010. Net proceeds from this offering, after deducting offering
expenses, were approximately $733,100. Adelphia used the proceeds to repay
borrowings under revolving credit facilities of its subsidiaries, which may be
reborrowed and used for general corporate purposes, including acquisitions,
capital expenditures and investments. The terms of these notes are similar to
those of Adelphia's existing publicly held senior debt.

    On September 28, 2000, Adelphia closed on a $500,000 9 1/4 year term loan
through certain subsidiaries and affiliates of Adelphia. This term loan is an
additional part of the credit facility closed on April 14, 2000. This brings the
total amount of the bank facility to $2,750,000.

    The Company's weighted average interest rate on notes payable to banks and
institutions was approximately 6.74% at September 30, 1999 compared to 8.45% at
September 30, 2000. Approximately 68.9% of the Company's total indebtedness was
at fixed interest rates as of September 30, 2000, 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, 2000:

<TABLE>

<S>                                                                         <C>
                      Three months ending December 31, 2000                 $       100,438
                      Year ending December 31, 2001                                 295,775
                      Year ending December 31, 2002                                 889,125
                      Year ending December 31, 2003                               1,382,323
                      Year ending December 31, 2004                               1,043,137
</TABLE>

Resources

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

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

    Management believes that the telecommunications industry, including the
cable television and telephone industries, continues to be in a period of
consolidation characterized by mergers, joint ventures, acquisitions, sales of
all or part of cable or telephone companies or their assets, and other
partnering and investment transactions of various structures and sizes involving
cable or other telecommunications companies. The Company continues to evaluate
new opportunities that allow for the expansion of its business through the
acquisition of additional cable television systems in geographic proximity to
its existing regional markets or in locations that can serve as a basis for new
market areas. The Company, like other cable television companies, has
participated from time to time and is participating in preliminary discussions
with third parties regarding a variety of potential transactions, and the
Company has considered and expects to continue to consider and explore potential
transactions of various types with other cable and telecommunications companies.
However, no assurances can be given as to whether any such transaction may be
consummated or, if so, when, or that additional competition from this industry
consolidation will not have an adverse effect on the Company.

Regulatory and Competitive Matters

    The cable television operations of the Company may be adversely affected by
changes and developments in governmental regulation, competitive forces and
technology. The cable television industry and the Company are subject to
extensive regulation at the federal, state and local levels. The 1992 Cable Act
significantly expanded the scope of regulation of certain subscriber rates and a
number of other matters in the cable industry, such as mandatory carriage of
local broadcast stations and retransmission consent, and increased the
administrative costs of complying with such regulations. The FCC adopted rate
regulations that establish, on a system-by-system basis, maximum allowable rates
for (i) basic and cable programming services (other than programming offered on
a per-channel or per-program basis), based upon a benchmark methodology, and
(ii) associated equipment and installation services based upon cost plus a
reasonable profit. Under the FCC rules, franchising authorities are authorized
to regulate rates for basic services and associated equipment and installation
services, and the FCC will regulate rates for regulated cable programming
services in response to complaints filed with the agency. The Telecommunications
Act of 1996 (the "1996 Act") ended FCC regulation of cable programming service
tier rates on March 31, 1999.

<PAGE>

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

    The FCC has adopted regulations implementing all of the requirements of the
1992 Cable Act. The FCC is also likely to continue to modify, clarify or refine
the rate regulations. Adelphia cannot predict the effect of the 1996 Act or
future legislative or rulemaking proceedings or changes to the rate regulations.

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

    The 1996 Act repealed the prohibition on CLECs from providing video
programming directly to customers within their local exchange areas other than
in rural areas or by specific waiver of FCC rules. The 1996 Act also authorized
CLECs to operate "open video systems" ("OVS") without obtaining a local cable
franchise, although CLECs operating such a system can be required to make
payments to local governmental bodies in lieu of cable franchise fees. Where
demand exceeds capacity, up to two-thirds of the channels on an OVS must be
available to programmers unaffiliated with the CLEC. The statute states that the
OVS scheme supplants the FCC's "video dialtone" rules. The FCC has promulgated
rules to implement the OVS concept, and New Jersey Bell Telephone Company has
been granted permission to convert its video dialtone authorization in Dover
Township, New Jersey to an OVS authorization. New Jersey Bell Telephone Company
terminated its OVS operation in Dover Township, New Jersey at the end of 1998.
Recently, RCN Telecom Services, Inc. has been granted permission to convert its
video dialtone authorization in the Philadelphia Region to an OVS authorization.

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

<PAGE>

    The Company also competes with direct broadcast satellite ("DBS") service
providers. DBS has been available to consumers since 1994. A single DBS
satellite can provide more than 100 channels of programming. DBS service can be
received virtually anywhere in the United States through the installation of a
small outdoor antenna. DBS service is being heavily marketed on a nationwide
basis by several service providers. Congress passed the Satellite Home Viewer
Act in 1999 which allows DBS providers to begin offering local broadcast
channels. DBS companies have since added a limited number of local channels in
some regions, a trend that will continue, thus lessening the distinction between
cable television and DBS service. Although the impact to date has not been
material, any future impact of DBS competition on the Company's future results
is not known or estimable.

<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk


    The Company uses fixed and variable rate debt to fund its working capital
requirements, capital expenditures and acquisitions. These debt arrangements
expose the Company to market risk related to changes in interest rates. The
Company enters into pay-fixed agreements to effectively convert a portion of its
variable-rate debt to fixed-rate debt to reduce the risk of incurring higher
interest costs due to rising interest rates. As of September 30, 2000, the
Company had interest rate swap agreements covering notional principal of $90,000
that expire through 2008 and that fix the interest rate at a weighted average of
6.12%. 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, 2000, the Company had
interest rate swap agreements covering notional principal of $80,000 that expire
through 2003 and that have a variable rate at a weighted average of 6.86%. 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, 2000,
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, 2000, the Company had interest rate collar agreements
covering a notional amount of $200,000, with $100,000 expiring in each of 2001
and 2002. The interest rate collar agreements have average floor rates of 5.95%
and 6.30% and average cap rates of 5.95% and 6.30%, respectively. These
agreements also have maximum cap rates of 6.64% and minimum floor rates of 4.65%
and 4.95%, respectively. The Company does not enter into any interest rate swap,
cap or collar agreements for trading purposes. The Company is exposed to market
risk in the event of non-performance by the banks. No such non-performance is
expected. The table below summarizes the fair values and contract terms of the
Company's financial instruments subject to interest rate risk as of September
30, 2000.
<TABLE>
<CAPTION>
                                                 Expected Maturity                                                Fair
                              --------------------------------------------------------
                                 2000        2001       2002       2003       2004     Thereafter     Total      Value
                              -------------------------------------------------------- ------------ ----------------------
Debt and Redeemable
   Preferred Stock:

<S>                           <C>         <C>        <C>        <C>        <C>         <C>          <C>        <C>
Fixed Rate                    $    20,000 $   23,000 $  545,000 $  897,840 $  531,847  $ 5,676,242  $7,693,929 $6,527,518
   Average Interest Rate            9.97%      9.98%      9.99%     10.00%     10.00%        9.95%           -          -


Variable Rate                      80,438    272,775    344,125    484,483    511,290    2,535,418   4,228,529  4,228,529
   Average Interest Rate            8.20%      8.00%      8.08%      8.21%      8.26%        8.27%           -          -

Interest Rate Swaps,
 Caps and Collars:

Variable to Fixed             $    15,000 $        - $        - $        - $        -  $    75,000  $   90,000 $   3,766
Average Pay Rate                    5.96%          -          -          -          -        6.05%           -         -
Average Receive Rate                6.73%          -          -          -          -        6.77%           -         -

Fixed to Variable                       -          -     35,000     45,000          -            -      80,000    (1,686)
Average Pay Rate                        -          -      6.76%      6.77%          -            -           -         -
Average Receive Rate                    -          -      6.70%      5.90%          -            -           -         -

Interest Rate Caps                      -          -    400,000          -          -            -     400,000       738
Average Cap Rate                        -          -      7.25%          -          -            -           -         -

Interest Rate Collars                   -    100,000    100,000          -          -            -     200,000       176
Maximum Cap Rates                       -      6.64%      6.64%          -          -            -           -         -
Average Cap and Floor Rate              -      5.95%      6.30%          -          -            -           -         -
Minimum Floor Rate                      -      4.65%      4.95%          -          -            -           -         -
</TABLE>

<PAGE>

    Interest rates on variable debt are estimated by using the average implied
forward London Interbank Offer Rate ("LIBOR") rates for the year of maturity
based on the yield curve in effect at September 30, 2000, plus the borrowing
margin in effect at September 30, 2000. 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,
2000.

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. We expect the appeal to be considered by the appellate court in
December 2000 or January 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, has been sued in a
class-action case, Galley vs. American Telephone & Telegraph Corp. et al., where
the plaintiffs allege, that by requiring customers to purchase the @Home
service, rather than offering the option of access alone, Arahova and the other
defendant MSO's are illegally "tying" internet content to internet access,
thereby violating both the federal antitrust laws and California unfair trade
practice statutes. The plaintiffs also allege that the defendants have entered
into an illegal conspiracy to require all MSO's providing, or desiring to
provide, the @Home service to enter into contracts precluding them from offering
any competing internet service. The plaintiffs have recently filed an amended
complaint alleging that the violations are national in scope (rather than merely
local). Arahova is vigorously defending this case. Due to the preliminary nature
of the litigation, the outcome cannot be predicted.

<PAGE>

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

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


Item 2.  Changes in Securities and Use of Proceeds

    On July 3, 2000, Adelphia issued 2,500,000 shares of its Class B common
stock to Highland 2000, L.P., a Rigas family partnership, for approximately $145
million pursuant to a previously announced direct placement agreement. The Class
B common stock was issued pursuant to the exemption from registration for a
private placement under Section 4(2) of the Securities Act of 1933, as amended.

    On August 2, 2000, Adelphia issued 9,433,962 shares of its Class A common
stock to Highland Holdings, a Rigas family partnership, in consideration of the
conversion by Highland Holdings of 80,000 shares of Series C Convertible
Preferred Stock of Adelphia. The Class A common stock was issued pursuant to the
exemption from registration for a private placement under Section 4(2) of the
Securities Act of 1933, as amended.


<PAGE>

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


    The annual meeting of stockholders of the Company was held on July 31, 2000.
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. The
results of voting at that meeting are as follows:
<TABLE>
<CAPTION>

(a)


Director Elected                 Class of Stock                        Vote For           Withheld         Broker
                                                                                                         Non-Votes
<S>                              <C>                                  <C>                <C>                <C>
Pete J. Metros                   Class A Common                       106,593,003        1,374,545           0
</TABLE>
<TABLE>
<CAPTION>

(b)

Director Elected                 Class of Stock                        Vote For           Withheld         Broker
                                                                                                          Non-Votes
<S>                              <C>                                  <C>                 <C>               <C>
John J. Rigas                    Class A Common                       105,955,040         2,012,508          0
                                 Class B Common                       167,359,980             0              0
Michael J. Rigas                 Class A Common                       105,998,795         1,968,753          0
                                 Class B Common                       167,359,980             0              0
Timothy J. Rigas                 Class A Common                       105,027,247         2,940,301          0
                                 Class B Common                       167,359,980             0              0
James P. Rigas                   Class A Common                       106,016,595         1,950,953          0
                                 Class B Common                       167,359,980             0              0
Dennis P. Coyle                  Class A Common                       107,230,453           737,095          0
                                 Class B Common                       167,359,980             0              0
Leslie J. Gelber                 Class A Common                       107,231,953           736,595          0
                                 Class B Common                       167,359,980             0              0
Peter L. Venetis                 Class A Common                       107,229,686           737,862          0
                                 Class B Common                       167,359,980             0              0
Erland E. Kailbourne             Class A Common                       107,230,953           737,095          0
                                 Class B Common                       167,359,980             0              0
</TABLE>


Item 6. Exhibits and Reports on Form 8-K

       (a) Exhibits:

Exhibit No.                   Description


  4.01 Third Supplemental Indenture, dated as of September 20, 2000, with
       respect to the Registrant's 10-7/8% Senior Notes due 2010, between the
       Registrant and The Bank of New York, successor entity by acquisition to
       Harris Trust Company of New York, as trustee (Incorporated herein by
       reference is exhibit 1.01 to the Registrant's Form 8-K filed on
       September 29, 2000) (File No. 0-16014).

 10.01 10-7/8% Senior Notes Due 2010 Underwriting Agreement among Adelphia
       Communications Corporation and Salomon Smith Barney Inc., as
       representative of the Underwriters, dated September 15, 2000
       (Incorporated herein by reference is exhibit 1.01 to the Registrant's
       Form 8-K filed on September 29, 2000) (File No. 0-16014).

<PAGE>

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


       (b)  Reports on Form 8-K:


    A Form 8-K was filed for the events dated September 13, 2000, September 15,
2000 and September 20, 2000 which reported information under item 5.

<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:  December 18, 2000     By:   /s/ Timothy J. Rigas
                             ---------------------------------
                                    Timothy J. Rigas
                             Executive Vice President(authorized
                             officer), Chief Financial Officer, Chief
                             Accounting Officer and Treasurer