15

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                For the quarterly period ended December 31, 1995

____        Transition  report pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 For the transition  period from  ______________
            to _____________

                         Commission File Number: 0-16014


                             ADELPHIA COMMUNICATIONS
                                   CORPORATION
             (Exact name of registrant as specified in its charter)



       Delaware                                  23-2417713
    (State or other jurisdiction of            (I.R.S. Employer
     incorporation or organization)          Identification No.)

       5 West Third Street
           P.O. Box 472
           Coudersport, PA                          16915
         (Address of principal                    (Zip code)
           executive offices)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
           Yes   X                              No ______

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

At February 14, 1996, 15,364,009 shares of Class A Common Stock, par value 
$0.01, and 10,944,476 shares of  Class B Common Stock, par value $0.01 per 
share, of the registrant were outstanding.

<PAGE>




                     ADELPHIA COMMUNICATIONS CORPORATION

                                   INDEX

                                                                    Page Number

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Consolidated Balance Sheets - March 31, 1995 and December 31, 1995.......... 3

Consolidated Statements of Operations - Three and Nine Months Ended 
  December 31, 1994 and 1995................................................ 4

Consolidated Statements of Cash Flows - Nine Months Ended 
  December 31, 1994 and 1995................................................ 5

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

Item 2. Management's Discussion and Analysis of Financial Condition 
  and Results of Operations................................................. 9


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.................................................. 17

Item 2.  Changes in Securities.............................................. 17

Item 3.  Defaults Upon Senior Securities.................................... 17

Item 4.  Submission of Matters to a Vote of Security Holders................ 17

Item 5.  Other Information.................................................. 17

Item 6.  Exhibits and Reports on Form 8-K................................... 17


SIGNATURE................................................................... 18


<PAGE>






                                                PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
<CAPTION>

              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (Unaudited)
                      (In thousands, except share amounts)
                                                                    March 31,        Dec. 31,
ASSETS:                                                                1995            1995
                                                                 -------------   ------------

Cable television systems, at cost, net of depreciation and amortization:
<S>                                                              <C>             <C>         
     Property, plant and equipment ...........................   $    518,405    $    547,052
     Intangible assets .......................................        546,116         541,300
                                                                  ------------   -------------
          Total ..............................................      1,064,521       1,088,352

Cash and cash equivalents ....................................          5,045          22,802
Investments ..................................................         48,968          60,406
Equity investment in Managed Partnership .....................         18,338          18,338
Subscriber receivables - net .................................         20,433          27,494
Prepaid expenses and other assets - net ......................         48,352          58,768
Related party investments and receivables - net ..............         61,634          65,287
                                                                  ------------   -------------
          Total ..............................................   $  1,267,291    $  1,341,447
                                                                  ============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY):
Notes payable of subsidiaries to banks and institutions ......   $  1,086,350    $  1,204,455
12 1/2% Senior Notes due 2002 ................................        400,000         400,000
10 1/4% Senior Notes due 2000 ................................         99,011          99,120
11 7/8% Senior Debentures due 2004 ...........................        124,470         124,494
9 7/8% Senior Debentures due 2005 ............................        127,994         128,086
9 1/2% Senior Pay-In-Kind Notes due 2004 .....................        164,370         172,178
Other debt ...................................................         19,415          18,801
Accounts payable .............................................         42,872          73,151
Subscriber advance payments and deposits .....................         16,494          13,453
Accrued interest and other liabilities .......................         87,751          92,388
Deferred income taxes ........................................        110,139         106,595
                                                                  ------------   -------------
          Total liabilities ..................................      2,278,866       2,432,721
                                                                  ------------   -------------

Commitments and contingencies (Note G)

Stockholders' equity (deficiency):
  Class A Common  Stock,  $.01 par  value, 50,000,000 and 
    200,000,000 shares authorized, respectively;
    14,906,691 and 15,364,009 shares outstanding, respectively            149             154
  Class B Common Stock, $.01 par value, 25,000,000 shares
    authorized and 10,944,476 shares outstanding .............            109             109
  Additional paid-in capital .................................        211,190         216,185
  Accumulated deficit ........................................     (1,223,023)     (1,307,722)
                                                                   ------------   ------------
          Total stockholders' equity (deficiency) ............     (1,011,575)     (1,091,274)
                                                                   ------------   ------------
          Total ..............................................   $  1,267,291    $  1,341,447
                                                                   ============   ============

        See  notes to interim consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                    (In thousands, except per share amounts)

                                          Three Months Ended         Nine Months Ended
                                             December 31,               December 31,

                                            1994        1995         1994          1995
                                        ----------   ----------   ----------   ----------

<S>                                     <C>          <C>          <C>          <C>      
Revenues ............................   $  92,737    $ 102,457    $ 267,552    $ 296,460
                                        ---------    ---------    ---------    ---------

Operating expenses:
  Direct operating and programming ..      27,644       32,066       79,172       90,218
  Selling, general and administrative      16,409       16,981       46,219       50,961
  Depreciation and amortization .....      26,043       25,679       72,799       79,468
                                        ---------    ---------    ---------    ---------
          Total .....................      70,096       74,726      198,190      220,647
                                        ---------    ---------    ---------    ---------

Operating income ....................      22,641       27,731       69,362       75,813
                                        ---------    ---------    ---------    ---------

Other income (expense):
  Interest income from affiliates ...       2,912        2,087        7,667        8,875
  Other income ......................          76         --            939         --
  Priority investment income from
    Olympus .........................       5,575        6,575       16,725       18,725
  Interest expense ..................     (49,668)     (53,281)    (144,993)    (159,159)
  Equity in loss of joint ventures ..      (8,744)     (10,636)     (30,362)     (31,319)
                                        ---------    ---------    ---------    ---------
          Total .....................     (49,849)     (55,255)    (150,024)    (162,878)
                                        ---------    ---------    ---------    ---------

Loss before income taxes ............     (27,208)     (27,524)     (80,662)     (87,065)
Income tax benefit (expense) ........      (1,214)       1,127       (1,318)       2,366
                                        ---------    ---------    ---------    ---------
Net loss ............................   $ (28,422)   $ (26,397)   $ (81,980)   $ (84,699)
                                        =========    =========    =========    =========

Net loss per weighed average share
  of common stock ...................   $   (1.16)   $   (1.00)   $   (3.35)   $   (3.22)
                                        =========    =========    =========    =========

Weighted average shares of
  common stock outstanding ..........      24,452       26,308       24,452       26,303
                                        =========    =========    =========    =========





</TABLE>


       See notes to interim consolidated financial statements.



<PAGE>


<TABLE>
<CAPTION>

                   ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                       (In thousands)
                                                              Nine Months Ended December 31,
                                                            ----------------------------------
                                                                   1994          1995
                                                              ------------   ----------
Cash flows from operating activities:
<S>                                                             <C>          <C>       
  Net loss ..................................................   $ (81,980)   $ (84,699)
    Adjustments to reconcile net loss to net cash provided by
      operating activities:
        Depreciation ........................................      50,616       50,812
        Amortization ........................................      22,183       28,656
        Noncash interest expense ............................       7,322        8,032
        Equity in loss of joint ventures ....................      30,362       31,319
        Deferred income tax expense (benefit) ...............       1,209       (3,544)
        Change  in  operating  assets  and liabilities, net
         of  effects  of acquisitions:
           Subscriber receivables ...........................        (748)      (7,061)
           Prepaid expenses and other assets ................      (9,405)     (21,187)
           Accounts payable .................................      18,682       30,279
           Subscriber advance payments and deposits .........      (2,666)      (3,041)
           Accrued interest and other liabilities ...........       9,576        3,803
                                                                ---------    ---------
Net cash provided by operating activities ...................      45,151       33,369
                                                                ---------    ---------

Cash flows from investing activities:
  Cable television systems acquired .........................     (47,693)     (17,846)
  Expenditures for property, plant and equipment ............     (71,095)     (72,445)
  Amounts invested in and advanced to Olympus and
    related parties .........................................     (44,927)     (27,360)
  Investments in other joint ventures .......................     (26,161)     (13,785)
                                                                ---------    ---------
Net cash used for investing activities ......................    (189,876)    (131,436)
                                                                ---------    ---------

Cash flows from financing activities:
  Proceeds from debt ........................................     110,453      226,469
  Repayments of debt ........................................     (30,872)    (110,645)
                                                                ---------    ---------
Net cash provided by financing activities ...................      79,581      115,824
                                                                ---------    ---------

(Decrease) increase in cash and cash equivalents ............     (65,144)      17,757

Cash and cash equivalents, beginning of period ..............      74,075        5,045
                                                                ---------    ---------

Cash and cash equivalents, end of period ....................   $   8,931    $  22,802
                                                                =========    =========

</TABLE>

   See notes to interim consolidated financial statements.


<PAGE>


=============================================================================
              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
=============================================================================
         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                             (Dollars in thousands)

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

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

A. Significant Events Subsequent to the 1995 Annual Report:

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

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

      On June 12, 1995, Adelphia announced the signing of a definitive agreement
for the purchase of all of the cable  systems of First  Carolina  Cable TV, L.P.
These systems together serve approximately 34,000 subscribers located in Vermont
and are being purchased for an aggregate price of $48,500.

     On October 27, 1995,  certain of the  Company's  wholly-owned  subsidiaries
entered into a $190,000  credit  facility  with a bank maturing in October 1996.
Proceeds of  $108,000  were used to repay  existing  debt,  for working  capital
purposes  and the  remaining  $43,500 of the proceeds was used to acquire  the 
cable  systems of Eastern  Telecom  Corporation  and Robinson  Cable TV, Inc.
These systems serve approximately 24,000 subscribers located in western
Pennsylvania.

     On January 5, 1996,  Olympus  acquired all of the  southeast  Florida cable
systems of the  Leadership  Cable  division of Fairbanks  Communications,  Inc.,
which serve approximately 50,000 cable and security monitoring subscribers for a
purchase price of $95,800.  The purchase price consists of $40,000 in cash and a
seller note due December 30, 1997 totaling  $55,800 plus accrued  interest.  The
cash portion of the acquisition  price was financed through  borrowings under an
Olympus credit agreement.

B.  Notes Payable to Banks and Institutions:

   The following updates to December 31, 1995 the disclosures made in Note 3 to 
Adelphia's consolidated financial statements contained in the Annual Report:
<PAGE>
Commitments for additional borrowings.......................... $92,000
Weighted average interest rate.................................   8.62%
Percentage of principal balance that bears interest
   at fixed rates for at least one year........................     38%


C.  Investments:

     Adelphia's nonconsolidated investments are as follows:
                                                   March 31,   Dec. 31,
                                                     1995        1995
                                                  ----------  ----------
Investments accounted for using the equity method:
Gross investment:
  Alternate access ventures ....................   $ 12,840    $ 20,950
  Page Call, Inc. ..............................      6,915      10,150
  Other ........................................      2,847        --
Cumulative equity in net losses ................     (1,458)     (3,794)
                                                   --------    --------
     Total .....................................     21,144      27,306
                                                   --------    --------

Investments accounted for using the cost method:
Niagara Frontier Hockey, L.P. ..................     15,000      17,750
Alternate access ventures ......................      2,924       4,004
Commonwealth Security, Inc. ....................      4,200       4,200
SuperCable .....................................      3,000       3,163
Other ..........................................      2,700       3,983
                                                   --------    --------
     Total .....................................     27,824      33,100
                                                   --------    --------

Total investments ..............................   $ 48,968    $ 60,406
                                                   ========    ========

D.  Investments and Related Party Receivables:

     The following  table  summarizes the  investments in and  receivables  from
Olympus and related parties:

                                               March 31,   Dec. 31,
                                                 1995        1995
                                               ---------   --------

Investment in Olympus ......................   $(48,688)   $(53,371)
Amounts due from Olympus ...................     60,631      61,644
Amounts due from other related parties - net     49,691      57,014
                                               --------    --------
                                               $ 61,634    $ 65,287
                                               ========    ========
<PAGE>
      The  investment  in  Olympus  represents  a 50%  voting  interest  in such
partnership  and is being  accounted  for using the  equity  method.  Summarized
unaudited results of operations of Olympus,  for the nine months ended September
30, 1994 and 1995, are as follows:

                                                         Nine Months Ended
                                                            September 30
                                                     ------------------------
                                                           1994     1995
                                                         -------  --------

Revenues.............................................$    72,575  $ 85,376
Net loss.............................................    (15,610)  (16,235)
Net loss of general partners after 
  priority return requirements.......................    (62,834)  (61,670)

E. Accounting for Income Taxes:

     The income tax benefit for the three  months  ended  December  31, 1995 was
$1,127,  which is  comprised  of current tax  expense of $55 and a deferred  tax
benefit of $1,182.  For the nine month period ended December 31, 1995 the income
tax benefit was $2,366,  which is comprised of current tax expense of $1,178 and
a deferred tax benefit of $3,544.

F. Supplemental Cash Flow Information:

     Cash  payments for interest  were $130,151 and $147,111 for the nine months
ended  December  31, 1994 and 1995,  respectively.  During the nine months ended
December  31,  1995,  $5,000 of  Adelphia  Class A Common  Stock  was  issued in
conjunction with the WB Cable acquisition by Olympus (see Note A).

G.  Commitments and Contingencies:

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





<PAGE>


==============================================================================
              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
==============================================================================
                             (Dollars in thousands)


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

Results of Operations

     Adelphia  Communications  Corporation  ("Adelphia" or the "Company") earned
substantially all of its revenues in the nine months ended December 31, 1994 and
1995 from monthly  subscriber fees for basic,  satellite,  premium and ancillary
services  (such as  installations  and  equipment  rentals),  local and national
advertising  sales,  pay-per-view   programming,   home  shopping  networks  and
competitive access telecommunications  services.  Certain changes in the way the
Company  offers and charges  for  subscriber  services  were  implemented  as of
September  1, 1993 under the 1992 Cable Act.  See  "Regulatory  and  Competitive
Matters" below.

     The changes in Adelphia's  results of operations  for the nine months ended
December 31, 1995, compared to the same period in the prior year, were primarily
the result of acquisitions and expanding  existing cable  television  operations
and the impact of an increase in rates which became effective October 1, 1995.

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

     A subsidiary of the Company, Hyperion Telecommunications, Inc. ("Hyperion")
and  its   subsidiaries   owns  certain   investments  in   competitive   access
telecommunications  ventures, and manages those investments. As of July 1, 1995,
a subsidiary  that  provides  management  services  with respect to the business
operations of those investments was classified an unrestricted subsidiary by the
Company's  Board of Directors.  The capital  investments  in the joint  ventures
remain in a restricted  subsidiary.  The  investment  in Hyperion  resulted in a
reduction in the Company's operating income before depreciation and amortization
for  nine-months  ended  December  31,  1994  and  1995 of  $1,595  and  $1,614,
respectively.  The equity in net loss of Hyperion's  joint venture  partnerships
amounted  to $714 and $1,192 for the nine  months  ended  December  31, 1994 and
1995, respectively.


<PAGE>



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


                                        December 31,      Percent
                                  ----------------------
                                     1994        1995     Increase
                                  ----------  ---------- ---------
Homes Passed by Cable
Company Owned Systems ........     1,268,531   1,358,116     7.1%
Olympus Systems ..............       415,893     562,330    35.2%
Managed Systems ..............       374,076     415,671    11.1%
                                   ---------   ---------    -----
Total Systems ................     2,058,500   2,336,117    13.5%
                                   =========   =========    =====

Basic Subscribers
Company Owned Systems ........       957,954   1,002,760    4.7%
Olympus Systems ..............       251,933     343,332   36.3%
Managed Systems ..............       284,200     305,758    7.6%
                                   ---------   ---------   -----
Total Systems ................     1,494,087   1,651,850   10.6%
                                   =========   =========   =====

     Exclusive of acquisitions, basic subscribers grew 3.5%, 3.2% and 3.8% for
Company Owned, Olympus and Managed Systems, respectively,  during the twelve
months ended December 31, 1995.

      The  following  table is  derived  from  Adelphia's  Interim  Consolidated
Financial  Statements  included  in this  interim  report  and  sets  forth  the
historical  percentage  relationship  of the  components of operating  income to
revenues contained in such financial statements for the period indicated.

                                         Three Months Ended  Nine Months Ended
                                            December 31,        December 31,
                                         ------------------  -------------------
                                             1994     1995    1994     1995
                                           -------  -------  -------- --------

Revenues ..............................     100.0%   100.0%   100.0%   100.0%

Operating expenses:
  Direct operating and programming ....      29.8%    31.3%    29.6%    30.4%
  Selling, general and administrative .      17.7%    16.6%    17.3%    17.2%
  Depreciation and amortization .......      28.1%    25.1%    27.2%    26.8%

Operating income ......................      24.4%    27.0%    25.9%    25.6%

     Revenues increased  approximately  10.5% and 10.8%,  respectively,  for the
three and nine month  periods  ended  December 31, 1995,  compared with the same
periods in the prior year. The increase was attributable to the following:

                                                         Three      Nine
                                                         Months    Months
                                                         Ended     Ended
                                                        Dec. 31,  Dec. 31,
                                                          1995      1995
                                                          ----      ----

Acquisitions ...........................................   20%       44%
Basic subscriber growth ................................   23%       21%
Rate increases .........................................   38%       13%
Advertising sales and other services .......................   19%       22%

     Operating expenses  (exclusive of depreciation and amortization)  increased
11.3% and 12.6% for the three and nine month  periods  ended  December 31, 1995,
compared with the same periods in the prior year, primarily due to the increased
operating  expenses  from  acquired  systems,  increased  programming  costs and
incremental costs associated with increased subscribers.

     Operating income before  depreciation  and amortization  increased 9.7% and
9.2% for the three and nine month periods ended  December 31, 1995 compared with
the  same  periods  of  the  prior  year.  The  increase  is  attributable  to a
combination  of  acquisitions,   an  increase  in  subscriber  rates,   internal
subscriber growth and the expansion of advertising and other non-cable services.
Priority  investment  income  increased  17.9%  and 12.0% for the three and nine
month periods ended December 31, 1995. EBITDA (earnings before interest,  income
taxes,  depreciation and amortization,  equity in net loss of joint ventures and
other  non-cash  charges)  increased  8.4% and 9.2% for the three and nine month
periods  ended  December  31, 1995  compared  with the same periods of the prior
year.  While  EBITDA is not an  alternative  to  operating  income as defined by
generally accepted  accounting  principles,  the Company's  management  believes
EBITDA is a  meaningful  measure  of  performance  as  substantially  all of the
Company's financing agreements contain financial covenants based on EBITDA.

     Interest expense  increased  approximately  7.3% and 9.8% for the three and
nine months ended December 31, 1995, compared with the same periods of the prior
year.  The increase in the level of  indebtedness,  excluding  incremental  debt
related to  acquisitions,  resulted  in  approximately  84% of the  increase  in
interest  expense during the current  quarter and 77% of the increase during the
nine months ended December 31, 1995.  Incremental  debt related to  acquisitions
was  responsible  for  approximately  20% and 30% of the  increase  in  interest
expense  during the three months and nine month periods ended December 31, 1995.
Partially  offsetting the impact of these increases in interest  expense was the
positive  impact  of a  decrease  in the  average  interest  rate on total  debt
outstanding  during the three and nine month periods ended  December 31, 1995 as
compared with the same periods of the prior year.
     Net loss for the three month  period ended  December  31, 1995  declined by
7.1% compared with the same quarter of the prior year primarily due to increased
operating  income  and  increased  priority   investment  income  from  Olympus,
partially offset by increased  interest expense and increased equity in net loss
of joint  ventures.  Net loss for the nine month period ended  December 31, 1995
increased by 3.3% compared with the same period of the prior year  primarily due
to an increase in interest  expense,  partially  offset by  increased  operating
income,  priority  investment  income  from  Olympus  and  interest  income from
affiliates.


<PAGE>


Liquidity and Capital Resources

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

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

     The Company's  financing strategy has been to maintain its public long-term
debt at the  parent  holding  company  level  while the  Company's  consolidated
subsidiaries  have their own senior and subordinated  credit  arrangements  with
banks and insurance  companies.  The Company's public  indentures and subsidiary
credit  agreements  contain  covenants  that,  among other  things,  require the
maintenance of certain financial ratios (including  compliance with certain debt
to  cash  flow  ratios  in  order  to  incur  additional  indebtedness);   place
limitations on borrowings,  investments,  affiliate transactions,  dividends and
distributions; and contain certain cross default provisions relating to Adelphia
or its subsidiaries.

     At December 31, 1995,  the  Company's  total  outstanding  debt  aggregated
$2,147,134,  which included $923,878 of parent debt and $1,223,256 of subsidiary
debt. At December 31, 1995, certain of the Company's  wholly-owned  subsidiaries
had a $190,000  credit  facility  with a bank,  which is  subject  to  achieving
certain  levels of  operating  performance.  The terms of the loan  provide  for
senior secured notes maturing in October 1996. Proceeds of $108,000 were used to
repay existing debt, for working capital  purposes and the remaining  $43,500 of
the  proceeds  was  used  to  acquire  the  cable  systems  of  Eastern  Telecom
Corporation and Robinson Cable TV, Inc. These systems serve approximately 24,000
subscribers  located  in  western  Pennsylvania.   Additionally,  the  bank  has
committed  for a  portion  of a nine year  $690,000  revolving  credit  facility
expected to be completed  during the quarter  ended March 31, 1996. A portion of
such  facility  would be utilized to repay the  outstanding  balance of the term
loan due October  1996.  The  Company  had $22,802 in cash and cash  equivalents
available at December 31, 1995.

     The Company's  weighted average interest rate on notes payable to banks and
institutions was  approximately  8.62% at December 31, 1995 compared to 9.06% at
December 31, 1994.  At December  31,  1995,  approximately  38% of such debt was
subject  to fixed  interest  rates for at least one year under the terms of such
debt or applicable interest rate swap agreements.  During the three months ended
September 30, 1995 the obligations as a counterparty under certain interest rate
swap agreements were assumed by an affiliate of the Company. These interest rate
swap agreements have a notional  principal amount of $270,000 and expire through
November 1998. The Company's obligation under these agreements is unchanged.

     Maturities of debt for the four years and three months after 
December 31, 1995 are as follows:
<PAGE>
          Three months ended March 31, 1996.........................$  47,718
          Year ended March 31, 1997.................................. 326,654
          Year ended March 31, 1998.................................  278,724
          Year ended March 31, 1999.................................. 260,226
          Year ended March 31, 2000.................................. 125,918

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

     On June 12, 1995, Adelphia announced the signing of a definitive  agreement
for the purchase of all of the cable  systems of First  Carolina  Cable TV, L.P.
These systems together serve approximately 34,000 subscribers located in Vermont
and are being purchased for an aggregate price of $48,500.

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

     On May 12, 1995, an Olympus  subsidiary  entered into a $475,000  revolving
credit facility with several banks,  maturing December 31, 2003. The proceeds at
closing were used to repay existing bank debt. At December 31, 1995,  $56,000 of
unused commitments was available.

     On January 5, 1996,  Olympus  acquired all of the  southeast  Florida cable
systems of the  Leadership  Cable  division of Fairbanks  Communications,  Inc.,
which serve approximately 50,000 cable and security monitoring subscribers for a
purchase price of $95,800.  The purchase price consists of $40,000 in cash and a
seller note due December 30, 1997 totaling  $55,800 plus accrued  interest.  The
cash portion of the acquisition  price was financed through  borrowings under an
Olympus credit agreement.

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

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

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

Regulatory and Competitive Matters

     The cable television operations of the Company may be adversely affected by
changes and  developments in  governmental  regulation,  competitive  forces and
technology.  The cable  television  industry  and the  Company  are  subject  to
extensive  regulation at the federal,  state and local  levels.  Pursuant to the
1992  Cable  Act,  which  significantly  expanded  the  scope of  regulation  of
subscriber  rates  and a number of other  matters  in the  cable  industry,  the
Federal Communications  Commission (the "FCC") has adopted rate regulations that
establish,  on a system-by-system  basis,  maximum allowable rates for (i) basic
and cable programming  services (other than programming offered on a per-channel
or per-program basis), based upon a benchmark  methodology,  and (ii) associated
equipment and  installation  services based upon cost plus a reasonable  profit.
Under the FCC rules,  franchising  authorities  are authorized to regulate rates
for basic services and associated equipment and installation  services,  and the
FCC will regulate rates for regulated cable programming  services in response to
complaints filed with the agency. The original rate regulations became effective
on  September  1,  1993.   Several  amendments  to  the  rate  regulations  have
subsequently been adopted.

     The  original  rate  regulations  required a reduction  of  existing  rates
charged for basic  services  and  regulated  cable  programming  services to the
greater of (i) the applicable  benchmark  level or (ii) the rates in force as of
September 30, 1992, reduced by 10%, adjusted forward for inflation.  The amended
regulations  generally  required a  reduction  after May 15,  1994,  of up to 17
percent from the rates for regulated services in force as of September 30, 1992,
adjusted  forward for inflation and certain other factors.  Rate  reductions are
not required to the extent that a cable  operator at its option elects to use an
alternative cost-of-service methodology and shows that rates for basic and cable
programming  services are  reasonable.  Refunds with interest are required to be
paid by cable  operators  who are  required  to  reduce  regulated  rates  after
September 1, 1993, calculated retroactively from the date of a local franchising
authority's  decision with regard to basic rates,  and from the date a complaint
is filed with the FCC with regard to the rates charged for regulated programming
services. The rate regulations also limit future increases in regulated rates to
an  inflation  indexed  amount plus  increases  in certain  costs such as taxes,
franchise  fees,  costs  associated  with specific  franchise  requirements  and
increased  programming costs.  Cost-based  adjustments to these capped rates can
also be made in the event a cable operator adds or deletes channels. On November
10, 1994, the FCC adopted an alternative  method for adjusting the rates charged
for a cable  programming  services tier when new services are added. This allows
cable  operators to increase rates by as much as $1.50 over a two year period to
reflect  the  addition  of up to six new  
<PAGE>
channels  of  service on cable
programming  service tiers. In addition,  a new programming tier can be created,
the rate for which would not be regulated as long as certain conditions are met,
such as not moving  services from existing tiers to the new one.  Because of the
limitation on rate increases for regulated services,  future revenue growth from
cable services will rely to a much greater extent than has been true in the past
on increased  revenues from  unregulated  services and new subscribers than from
increases in previously unregulated rates.

     The  FCC  has  adopted  regulations   implementing  virtually  all  of  the
requirements  of the 1992 Cable Act. The U.S.  Court of Appeals for the District
of Columbia  Circuit  recently upheld all aspects of the FCC's rate  regulations
except  for  certain  minor  matters.  As noted  above,  amendments  to the rate
regulations  have been made and the FCC is also  likely to  continue  to modify,
clarify or refine the rate regulations.  The Telecommunications Act of 1996 (the
"1996 Act"),  deregulates the rates for cable programming  services on March 31,
1999.  The  Company  cannot  predict  the  effect or  outcome  of this or future
rule making proceedings or changes to the rate regulations.

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

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

     On November 10,  1994,  the FCC ruled that,  prospectively,  any a la carte
package  will be treated as a  regulated  tier,  except for  packages  involving
premium  services.  The Company has  appealed  this ruling to the U.S.  Court of
Appeals for the District of Columbia Circuit. The Company is currently unable to
predict the effect that the amended  regulations,  future FCC treatment of "a la
carte"  packages or other  future FCC  rulemaking  proceedings  will have on its
business and results of operations in future periods.  No assurance can be given
at this time that  such  matters  will not have a  material  negative  financial
impact on the Company's business and results of operations in the future.  Also,
no assurance can be given as to what other future actions  Congress,  the FCC or
other  regulatory  authorities  may take or the effects  thereof on the Company.
<PAGE>
     Cable  television  companies  operate  under  franchises  granted  by local
authorities  which are subject to renewal and  renegotiation  from time to time.
Because such  franchises are generally  non-exclusive,  there is a potential for
competition with the Systems from other operators of cable  television  systems,
including   public  systems  operated  by  municipal   franchising   authorities
themselves, and from other distribution systems capable of delivering television
programming to homes.  The 1992 Cable Act contains  provisions  which  encourage
competition   from  such  other   sources.   Additionally,   recent   court  and
administrative  decisions  have removed  certain of the  restrictions  that have
limited entry into the cable television  business by potential  competitors such
as telephone  companies,  and proposals now under  consideration by the FCC, and
which are being and from time to time have been  considered  by Congress,  could
result in the elimination of other such restrictions. The Company cannot predict
the extent to which  competition  will  materialize  from other cable television
operators,  other distribution systems for delivering television  programming to
the home, or other potential competitors,  or, if such competition materializes,
the extent of its effect on the Company.

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

     The 1996 Act eliminates the restriction  against ownership and operation of
cable systems by local telephone  companies  within their local exchange service
areas.  Telephone  companies are now free to enter the retail video distribution
business  through  any  means,  such  as  direct  satellite  broadcast  ("DBS"),
multi-channel  multipoint  distributions  systems  ("MMDS"),   satellite  master
antenna  television  ("SMATV")  or  as  traditional   franchised  cable  systems
operators.  Alternatively,  the 1996 Act authorizes local telephone companies to
operate "open video systems" without obtaining a local cable franchise, although
telephone  companies  operating such systems can be required to make payments to
local  governmental  bodies in lieu of cable franchise fees. Up to two-thirds of
the channel  capacity on an "open video system" must be available to programmers
unaffiliated  with the local  telephone  company.  The open video system concept
will replace the FCC's video dialtone rules. The 1996 Act also includes numerous
provisions  designed to make it easier for cable operators and others to compete
directly with local exchange telephone carriers.

     DBS  service  became  available  to  consumers  during  1994.  A single DBS
satellite can provide more than 100 channels of programming.  DBS service can be
received  virtually  anywhere in the United States through the installation of a
small outdoor  antenna.  DBS service is being heavily  marketed on a nation-wide
basis.  The  extent to which DBS will be  competitive  with cable  systems  will
depend on the continued  availability of reception  equipment and programming at
reasonable prices to the consumer.

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





<PAGE>


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              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
------------------------------------------------------------------------------
                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities

     None.

Item 3.  Defaults Upon Senior Securities

     None.

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

     None.

Item 5.  Other Information

     None.

Item  6. Exhibits and Reports on Form 8-K

      (a)  Exhibits:

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

      (b)  Reports on Form 8-K:

     A Form 8-K dated December 7, 1995 was filed during the quarter ended 
December 31, 1995, which reported information under items 5 and 7 thereof.  No
financial statements were filed.




<PAGE>


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              ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
------------------------------------------------------------------------------
                                    SIGNATURE


     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:  February 14, 1996                   By:   /s/ Timothy J. Rigas
                                               ----------------------
                                               Timothy J. Rigas
                                           Executive Vice President (authorized
                                           officer), Treasurer, Chief Financial
                                           Officer and Chief Accounting Officer


<PAGE>


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